Vallejo City Council
March 10, 2026

HYBRID MEETING
www.Cityofvallejo.net

CALL AND NOTICE OF REGULAR
MEETING AT 7:00 PM OF THE

VALLEJO CITY COUNCIL

MARCH 10, 2026

VICE MAYOR MATULAC WILL BE

PARTICIPATING VIRTUALLY
Sheraton Ontario Airport Hotel
Hotel Lobby
429 N. Vineyard, Ontario, California 91764

Council Chambers
555 Santa Clara Street
Vallejo, CA 94590

COUNCIL MEMBERS
Andrea Sorce (Mayor)
Diosdado "JR" Matulac (Vice Mayor)
Peter Bregenzer
Helen-Marie Gordon
Tonia Lediju, PhD
Alexander Matias
Charles Palmares

NOTICE: Members of the Public will be able to participate in-person or remotely via Zoom
City Hall and the Council Chambers will be open to
members of the public 30 minutes prior to the start of
the meeting.

PUBLIC COMMENT: Members of the Public may provide
public comments during the City Council Meeting in
person or via ZOOM
(https://ZoomRegular.Cityofvallejo.net), or via
phone, by dialing (669) 900-6833.

For additional instructions on how to speak remotely
during public comment, please
visit, www.cityofvallejo.net/publiccomment
VIEW THE MEETING:

There are four different ways you can view this public meeting:
• In Person
• Watch Vallejo local channel 28
• Stream from the City
website: www.cityofvallejo.net/Streaming
• Join the Zoom webinar:
https://ZoomRegular.Cityofvallejo.net
Scan QR code for live captions and translation in Spanish and Tagalog.

Hybrid Options are available for members of the public to participate. To participate remotely

Option to Join by Computer
From your browser go to https://ZoomRegular.CityofVallejo.net to launch and join the zoom application.

Meeting ID: 914 0075 0676#
Meeting Password: 131313
Option to Join by Phone
Dial (669) 900-6833
Enter Meeting ID: 914 0075 0676#
Meeting Password: 131313
Press *9 to digitally raise your hand from the phone.

Press *6 to unmute/mute

Any supplemental writing related to an agenda item for an open session of a regular meeting that is distributed to all or a majority of all members of the City Council less than 72 hours before the meeting will be posted concurrently on the City’s website

at www.cityofvallejo.net/agendas Written material distributed during the meeting, will be available at the meeting if prepared by the City or after the meeting if prepared by someone else. Such materials may be obtained from the City Clerk

Vallejo City Council Chambers ADA compliant. Devices for the hearing impaired are available from the City Clerk. Requests for disability related modifications or accommodations, aids or services may be made by a person with a disability to the City Clerk's office no less than 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act of 1990 and the federal rules and regulations adopted in implementation thereof

AGENDA

1. CALL TO ORDER

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. REPORT OUT OF CLOSED SESSION

5. PRESENTATIONS AND COMMENDATIONS
A. PRESENTATION OF A PROCLAMATION RECOGNIZING WOMEN'S
HISTORY MONTH, MARCH 2026

6. FIRST COMMUNITY FORUM
The Community Forum is an opportunity to address the Council on any matter for which another opportunity to speak is not provided on the agenda, and which is within the jurisdiction of the Council to resolve. Any interested members of the public desiring to communicate with the City Council as part of the First Community Forum may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM:(https://ZoomRegular.Cityofvallejo.net), Option to join by phone: Dial (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press * 9 to digitally raise your hand from the phone. Press *6 to unmute/mute. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. In person speakers will be recognized first. When called upon, each speaker should step to the podium, state his/her name for the record. The conduct of the community forum shall be limited to a maximum of fifteen (15) minutes, with each speaker limited to a maximum of three minutes pursuant to Vallejo Municipal Code Section 2.02.300.

7. PUBLIC COMMENT REGARDING CONSENT CALENDAR ITEMS
Members of the public wishing to address the Council on Consent Calendar items may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM:(https://ZoomRegular.Cityofvallejo.net), Option to join by phone: Dial (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press * 9 to digitally raise your hand from the phone. Press *6 to unmute/mute. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. In person speakers will be recognized first. Each speaker is limited to three minutes pursuant to Vallejo Municipal Code Section 2.02.310. Requests for removal of Consent Items received from the public are subject to approval by a majority vote of the Council. Items removed from the Consent Calendar will be heard immediately after approval of the Consent Calendar and Agenda.

8. CONSENT CALENDAR AND APPROVAL OF AGENDA
A. APPROVAL OF MINUTES

Recommendation: Approve minutes for the special meeting of February 17, 2026
Contact: Dawn G. Abrahamson, MMC, City Clerk (707) 648-4527 [email protected]
B. WAIVE FULL READING AND AUTHORIZING INTRODUCTIONS AND/OR

ADOPTION OF ORDINANCES BY TITLE ONLY
Recommendation: Waive reading and authorize introductions and/or adoption of any and all ordinances on this agenda, if any, by title only. This is a standard procedural action so the City Council does not have to read an ordinance in its entirity.

Contact: Dawn G. Abrahamson, MMC, City Clerk (707) 648-4527 [email protected]
C. ADOPT A RESOLUTION APPROVING A SECOND AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH
BLACK EAGLE FIRE & SECURITY, INC. TO INCREASE THE NOT TO EXCEED AMOUNT TO $125,000 AND AUTHORIZING THE CITY MANAGER

TO EXECUTE SAME
Recommendation: Adopt a resolution approving a Second Amendment to the Consultant and Professional Services Agreement with Black Eagle Fire & Security, Inc. to increase the not-to-exceed amount to $125,000 and authorizing the City Manager to execute same.

Contact: Oscar Alcantar, Interim Public Works Director, 707-648-4433 [email protected]
D. ADOPT A RESOLUTION APPROVING THE PUBLIC SAFETY

COMMUNICATIONS SYSTEM LICENSING AGREEMENT WITH SOLANO

COUNTY AND ANY RELATED DOCUMENTS NECESSARY TO

TRANSITION THE CITY OF VALLEJO FROM PARTICIPATION IN THE

EAST BAY REGIONAL COMMUNICATIONS SYSTEM AUTHORITY
(EBRCSA) TO THE SOLANO COUNTY PUBLIC SAFETY RADIO SYSTEM

AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
Recommendation: Adopt a resolution approving the Public Safety Communications System Licensing Agreement with Solano County and any related documents necessary to transition the City of Vallejo from participation in the East Bay Regional Communications System Authority (EBRCSA) to the Solano County Public Safety Radio System and authorizing the City Manager to execute same.

Contact: Lance David, Interim IT Director (707) 648-5408 [email protected]
E. ADOPT A RESOLUTION APPROVING A THREE-YEAR SMALL

GOVERNMENT ENTERPRISE AGREEMENT WITH ENVIRONMENTAL
SYSTEMS RESEARCH INSTITUTE, INC. (ESRI) FOR GEOGRAPHIC

INFORMATION SYSTEM (GIS) SOFTWARE AND SERVICES, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
Recommendation: Adopt a resolution approving a three-year Small Government Enterprise Agreement (SGEA) with Environmental Systems

Research Institute, Inc. (ESRI) for enterprise Geographic Information System (GIS) software, licensing, maintenance, and support services, in an amount not to exceed $270,900, and authorize the City Manager to execute same.

Contact: Lance David, Interim I.T. Director (707) 648-5408 [email protected]
F. AUTHORIZE THE COUNCIL TO APPROVE A PROCLAMATION
RECOGNIZING MARCH 2026 AS RED CROSS MONTH
Recommendation: Vallejo City Council to approve a proclamation recognizing March 2026 as Red Cross Month.

Contact: Erik Rzomp, Executive Assitant to Mayor Sorce (707) 648-4377 [email protected]

9. ACTION CALENDAR
NOTICE: Members of the public wishing to address the Council on Action Calendar Items may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM (https://ZoomRegular.Cityofvallejo.net), or via phone, by dialing (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press *9 to digitally raise your hand from the phone. Press *6 to unmute/mute. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. Each speaker is limited to five minutes pursuant to Vallejo Municipal Code Section 2.02.420 or as approved and announced by the Mayor. In person speakers will be recognized first
A. PRESENT OPTIONS AND RECEIVE FEEDBACK TO ADDRESS THE
FORECASTED FISCAL YEAR (FY) 2026-2027 GENERAL FUND BUDGET SHORTFALL AND PROVIDE NOTICE OF INTENT TO AMEND THE FY 2025- 2026 BUDGET (STEP 1 OF 2)
Recommendation: Present options and receive feedback on the steps to address the forecasted Fiscal Year (FY) 2026-2027 General Fund budget shortfall and provide Notice of Intent to amend the City's FY 2025-2026 Adopted Budget for Mid-Year adjustments.

Contact: [email protected]
B. RECEIVE UPDATE ON THE CITY OF VALLEJO’S UNHOUSED STRATEGIC

PLAN AND PROVIDE DIRECTION ON NEXT STEPS, RECIEVE AN UPDATE

ON THE WHITE SLOUGH SITUATION, AND APPROVE ALLOCATING UP TO $1,000 TOTAL FOR A LIVED EXPERIENCE STIPEND PROGRAM
Recommendation: Receive an update on the City of Vallejo’s Unhoused Strategic Plan, receive an update on the White Slough situation, and approve allocating up to $1,000 total for a lived experience stipend program.

Contact: Natalie Peterson, Assistant to the City Manager [email protected]
C. ADOPT A RESOLUTION TO RECEIVE AND FILE THE ANNUAL

COMPREHENSIVE FINANCIAL REPORT (ACFR) AND OTHER ANNUAL
REPORTS FOR THE FISCAL YEAR ENDED JUNE 30, 2025
Recommendation: Adopt a resolution to receive and file the City's Annual Comprehensive Financial Report (ACFR) and other annual reports for the fiscal year ended June 30, 2025.

Contact: Florita Cruz, Assistant Finance Director (707-648-4592) [email protected]
D. ADOPT A RESOLUTION APPROVING A MASTER SERVICES AGREEMENT WITH OPENGOV INC. FOR BUDGET SOFTWARE SERVICES FOR AN
AMOUNT NOT TO EXCEED $440,392.77 AND AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME
Recommendation: Adopt a Resolution approving a Master Services Agreement with OpenGov. Inc. for budget software services for an amount not to exceed $440,392.77 and authorizing the City Manager to execute same.

Contact: Nalungo Conley, Assistant City Manager (707-648-4301) [email protected]
E. ADOPT A RESOLUTION ACCEPTING THE GENERAL PLAN AND

HOUSING ELEMENT ANNUAL PROGRESS REPORT FOR CALENDAR
YEAR 2025 AND DIRECTING STAFF TO SUBMIT THE SAME TO THE

GOVERNOR'S OFFICE OF LAND USE AND CLIMATE INNOVATION AND

THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY

DEVELOPMENT
Recommendation: Adopt a Resolution accepting the General Plan and Housing Element Annual Progress Report for calendar year 2025 and directing staff to submit the same to the Governor’s Office of Land Use and Climate Innovation and the California Department of Housing and Community Development.

Contact: Kristin Pollot, AICP, Planning & Development Services Director, (707) 648-4326
[email protected]

10. INFORMATION CALENDAR
NOTICE: Members of the public wishing to address the Council on Information Calendar Items may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM
(https://ZoomRegular.Cityofvallejo.net), or via phone, by dialing (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press *9 to digitally raise your hand from the phone. Press *6 to unmute/mute. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. Each speaker is limited to five minutes pursuant to Vallejo Municipal Code Section 2.02.420 or as approved and announced by the Mayor. In person speakers will be recognized first A. PUBLIC SAFETY UPDATE
Recommendation: Receive a general update on public safety and have a discussion on current initiatives the Police Department is undertaking.

Contact: Robert Knight, Deputy Chief of Police (707) 648-4540 [email protected]

11. CITY MANAGER’S REPORT

12. CITY ATTORNEY’S REPORT

13. COMMUNITY FORUM
Any interested members of the public desiring to communicate with the City Council as part of the last Community Forum may do so in person by signing in to the Public Speaker's kiosk located in the back of the Council Chambers or via ZOOM:(https://ZoomRegular.Cityofvallejo.net), Option to join by phone: Dial (669) 900-6833. Enter Meeting ID: 914 0075 0676#. Press * 9 to digitally raise your hand from the phone. Press *6 to unmute/mute. For additional instructions on how to speak remotely during public comment, please visit, www.cityofvallejo.net/publiccomment. In person speakers will be recognized first.

14. REQUEST & ACTIONS FOR FUTURE AGENDA ITEMS OR SPECIAL PROJECTS

15. REPORT OF THE PRESIDING OFFICER AND MEMBERS OF THE CITY COUNCIL

16. ADJOURNMENT

ADDITIONAL CITY INFORMATION
Members of the public can:
• Like us on Facebook and Instagram (@cityofvallejo)
• Sign up to receive City Communications via e-mail (www.cityofvallejo.net/subscribe) • Sign up for emergency alerts at: alertsolano.com
Dated: Wednesday, March 4, 2026
Andrea Sorce, Mayor
I, Dawn Abrahamson, City Clerk do hereby certify that I have caused a true copy of the above notice and agenda to be delivered to

Andrea Sorce (Mayor)
Diosdado "JR" Matulac (Vice Mayor)
Peter Bregenzer
Helen-Marie Gordon
Tonia Lediju, PhD
Alexander Matias
Charles Palmares,

at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 555 Santa Clara Street, CA at 4:45 p.m., Wednesday, March 4, 2026.

Dated: Wednesday, March 4, 2026

PROCLAMATION
RECOGNIZING MARCH 2026 AS WOMEN’S HISTORY MONTH
WHEREAS, every March for Women’s History Month, we honor the women who have shaped our world. As society confronts complex challenges of climate change, economic insecurity, healthcare disparities, and threats to democratic participation, this year’s celebration takes on a vital new focus by highlighting the women who are designing solutions for a better tomorrow; and

WHEREAS, the 2026 Women’s History Month theme” Leading the Change: Women Shaping a Sustainable Future ,” guides us to a broader understanding of sustainability beyond environmental concerns. It encompasses financial sustainability, community resilience, leadership succession, and intergenerational equity. Whether developing green technologies, advancing economic justice, strengthening education systems, or building civic power–women are designing blueprints for sustainable transformation to foster systems that support both people and the planet; and

WHEREAS, we must h onor the diverse contributions of women who are leading sustainability efforts across environmental, economic, educational, and social justice movements; and

WHEREAS, we must educate and raise awareness about the important historical and contemporary roles of women in shaping sustainable change; and

WHEREAS, we must inspire and empower individuals and institutions on how to act toward sustainability, equity, and justice in their own spheres of influence; and

WHEREAS, we must connect and build bridges across generations, geographies, and disciplines to foster collaboration, mentorship, and shared learning; and

WHEREAS, we must encourage a long-term vision for our future where women’s leadership is central to thriving communities and a healthy planet.

NOW, THEREFORE, BE IT PROCLAIMED, that I, Andrea Sorce, Mayor of the City of Vallejo and the Vallejo City Council do hereby proclaim March 2026 as WOMEN’S HISTORY MONTH and encourage all residents to recognize the architects of our future. By understanding the past and supporting the women leading change today, we can all contribute to a more equitable and sustainable world.

Dated: March 10, 2026

Vice Mayor Diosdado ‘JR’ Matulac, District 2
Council Member Peter Bregenzer, District 5
Council Member Helen-Marie Gordon, District 6
Council Member Tonia Lediju, District 3
Council Member Alexander Matias, District 1
Council Member Charles Palmares, District 4

Regular City Council Meeting Minutes
February 17, 2026
Page | 1

VALLEJO CITY COUNCIL

REGULAR MEETING MINUTES
FEBRUARAY 17, 2026

COUNCIL CHAMBERS
555 Santa Clara Street, Vallejo, California

1. CALL TO ORDER

The meeting was called to order at 7:30 p.m.

2. ROLL CALL

Present: Mayor Sorce, Vice Chair Matulac, Councilmembers Bregenzer, Gordon, Lediju, Matias, and Palmares

Absent: None
Staff present: City Manager Murray, City Attorney Nebb and City Clerk Abrahamson

The Council convened into closed session in the Council Conference Room at 7:32 p.m.

3. CLOSED SESSION
A. CONFERENCE WITH LABOR NEGOTIATORS Pursuant to Government Code Section 54957.6
Agency Designated Representatives: Andrew Murray, City Manager and Stephanie Sifuentes, Human Resources Director
Employee Organizations: Vallejo Police Officers Association (VPOA), International Association of Firefighters, Local 1186 (IAFF), Confidential, Administrative, Managerial, Professional Association (CAMP), and Unrepresented Employees

The meeting reconvened into open session in the Council Chambers at 9:36 p.m.

City Attorney Nebb reported that Council provided direction to its labor negotiators.

4. ADJOURNMENT

The meeting adjourned at 9:37 p.m.

________________________________

ANDREA SORCE, MAYOR

ATTEST:

Regular City Council Meeting Minutes
February 17, 2026
Page | 2

_________________________________
DAWN G. ABRAHAMSON, CITY CLERK

Regular City Council Meeting Minutes
February 17, 2026
Page | 3

CONSENT CALENDAR 8.C.

DATE: March 10, 2026
TO: Mayor and Members of the City Council
FROM: Oscar Alcantar, Interim Public Works Director
SUBJECT: ADOPT A RESOLUTION APPROVING A SECOND AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH BLACK EAGLE FIRE & SECURITY, INC. TO INCREASE THE NOT TO EXCEED AMOUNT TO $125,000

AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving a Second Amendment to the Consultant and Professional Services Agreement with Black Eagle Fire & Security, Inc. to increase the not-to-exceed amount to $125,000 and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
The existing Agreement with Black Eagle Fire & Security, Inc., authorized at $100,000, is now fully expended or encumbered. To continue uninterrupted fire alarm system testing, monitoring, inspection services, and as- needed repairs, as well as elevator testing, at City facilities through June 30, 2026, staff recommend increasing the maximum not-to-exceed amount of the Agreement from $100,000 to $125,000.

BACKGROUND AND DISCUSSION
The John F. Kennedy (JFK) Library, located at 505 Santa Clara Street, experienced significant fire alarm system deficiencies in 2022 that resulted in the Vallejo Fire Department issuing a 21-day notice to correct the system. In response, the City retained Black Eagle Fire & Security, Inc. (BEFS) to investigate and remediate the issues. Concurrently, the JFK Library Elevator Project (PW9405) could not achieve project closeout because a successful fire alarm system test was required as part of the elevator certification process. These interrelated issues necessitated immediate corrective action to ensure life-safety compliance and allow the elevator project to be completed.

Given BEFS’s familiarity with the JFK Library fire alarm system and the urgency of restoring compliance, the City entered into Consultant and Professional Services Agreement No. 23PW123 with BEFS in October 2022, with a not-to-exceed amount of $75,000. The agreement provided for fire alarm system testing, monitoring, inspection, and as-needed repairs, as well as elevator testing services at the JFK Library. Pursuant to the City’s procurement provisions, formal bid solicitation was deemed impractical due to the time-sensitive nature of the required inspections and repairs.

Subsequently, staff identified the need to conduct the required annual fire alarm inspections at additional City facilities to maintain regulatory compliance. To address these needs, a First Amendment to Agreement No. 23PW123 was executed in July 2023, increasing the not-to-exceed amount to $100,000 and expanding the scope of services to include fire alarm system services at other City facilities, as needed.

At this time, the full $100,000 authorized under the current agreement has been committed to ongoing fire alarm system services. The agreement is set to expire on June 30, 2026. Staff have recently completed a Request for Proposals and are in the process of executing a new contract for fire alarm system services to

Date: March 10, 2026
Subject: ADOPT A RESOLUTION APPROVING A SECOND AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH BLACK EAGLE FIRE & SECURITY, INC. TO INCREASE THE NOT TO EXCEED AMOUNT TO $125,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

commence on July 1. To ensure continuity of critical life-safety services and avoid any lapse in required inspections, testing, and repairs during the transition period, staff recommends amending Agreement No. 23PW123 with Black Eagle Fire & Security, Inc. to increase the maximum not-to-exceed amount from $100,000 to $125,000. This amendment will provide sufficient funding capacity to meet anticipated service needs for the remainder of the agreement term and ensure continued protection of City facilities.

FISCAL IMPACT
The proposed action to amend the existing Agreement with Black Eagle Fire & Security, Inc. to increase compensation by $25,000 for a maximum not-to-exceed amount of $125,000 will have no new fiscal impact as funding is included in the adopted FY 2025-26 budget.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301 because it involves the monitoring and maintenance of existing fire alarm and elevator systems within the City's existing facilities.

ATTACHMENTS

1. Reso - Black Eagle - Second Amendment_CAO Stamp

2. Second Amendment to Black Eagle Agreement_CAO Stamp

3. First Amendment to Black Eagle Agreement_pdf

4. 23-PW123 BLACK EAGLE FIRE & SECURITY INC Consultant and Professional Ser...

CONTACT
Oscar Alcantar, Interim Public Works Director, 707-648-4433 [email protected]

RESOLUTION NO. 26-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OFVALLEJO APPROVING A SECOND

AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH BLACK EAGLE FIRE & SECURITY, INC. TO INCREASE THE NOT TO EXCEED AMOUNT TO $125,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

WHEREAS, on October 1, 2022, the City entered into a Consultant and Professional Services Agreement with Black Eagle Fire & Security, Inc. to provide testing, monitoring, inspection services and as needed repairs for the elevator and fire alarm system at the JFK Library for the not-to-exceed amount of $75,000; and

WHEREAS, on July 25, 2023, the City entered into a First Amendment to the Agreement to expand the scope to include other city facilities and increase the not-to-exceed amount to $100,000; and

WHEREAS, the $100,000 authorized under the current agreement has already been fully committed to support ongoing testing, monitoring, and inspection services; and

WHEREAS, Staff have recently completed a Request for Proposals and are in the process of executing a new contract for fire alarm system services to commence on July 1. To ensure continuity of critical life-safety services and avoid any lapse in required inspections, testing, and repairs until such time, staff recommends amending Agreement No. 23PW123 with Black Eagle Fire & Security, Inc. to increase the maximum not-to-exceed amount from $100,000 to $125,000.

NOW THEREFORE BE IT RESOLVED that the City Council hereby approves the Second Amendment to the Consultant and Professional Services Agreement between the City of Vallejo and Black Eagle Fire & Security, Inc., increasing the maximum not-to-exceed amount of the Agreement by $25,000 for a total not-to-exceed amount of $125,000.

BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the Second Amendment to the Consultant and Professional Services Agreement, with any modification recommended by the City Attorney and the City Clerk to attest the signing of the Agreement.

Adopted by the City Council of the City of Vallejo at a regular meeting held on March 10, 2026, with the following vote:

AYES:

NOES:

ABSENT:

____________________________________

ANDREA SORCE, MAYOR

ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK

Second Amendment – Black Eagle #23-PW123 Page 1 of 3

SECOND AMENDMENT TO

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT BETWEEN

CITY OF VALLEJO
AND
BLACK EAGLE FIRE & SECURITY, INC.

This Second Amendment to the Consultant and Professional Services Agreement, made and entered into on October 1, 2022, hereafter referred to as “Agreement”, between Black Eagle Fire & Security, Inc., a California corporation, therein referred to as “Consultant”, and the City of Vallejo, a municipal corporation, therein referred to as “City”, is made and entered into on this 11th day of March 2026.

WHEREAS, pursuant to the existing Agreement, Consultant provides testing, monitoring, inspection, and as needed repairs of the fire alarm systems and elevators at city facilities; and

WHEREAS, the existing Agreement has a maximum not-to-exceed amount of $100,000, which has already been fully committed to support ongoing testing, monitoring, and inspection services; and

WHEREAS, the parties wish to amend the Agreement to increase Consultant’s compensation by an additional $25,000, for a maximum not-to-exceed amount of $125,000, to ensure continuity of critical life-safety services and avoid any lapse in required inspections, testing, and repairs through the end of the term on June 30, 2026.

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

1. Revised Compensation to Consultant. Consultant’s compensation as set forth in Section 1 of Exhibit B of the Agreement is hereby increased by $25,000 to a maximum not-to-exceed amount of $125,000.

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

Second Amendment – Black Eagle #23-PW123 Page 2 of 3

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

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

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

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

(SIGNATURES ARE ON THE FOLLOWING PAGE)

Second Amendment – Black Eagle #23-PW123 Page 3 of 3

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

Black Eagle Fire & Security, Inc.
a California corporation

By:

Hosein Parsa
Owner

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:

_________________________
Oscar Alcantar
Interim Public Works Director

APPROVED AS TO FORM:

Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

__________________________
Armond Sarkis
Risk Manager











 

23-PW123











 






























 












 












 












 












 












 












 








Nov 30, 2022 10:02 AM, 1040403583
Contract and Routing Form
Date Originated:

Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department: Public Works Departments, Engineering
Staff Contact: Fernando Jimenez, [email protected] Contract Type: Master Consultant and Professional Services Agreement Vendor: Black Eagle Fire & Security, Inc. Vendor Number:104409 Business License Number: 11716832
Contract Not to Exceed Amount: 75000.00
Contract Start Date: Oct 01, 2022 End Date: Jun 30, 2025 Option to Extend: Two Years
Authority to Contract: Department Director
Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
Insurance
I have uploaded additional files.No
DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888 18

Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager

Finance Department

City Attorney

City Manager

City Clerk

Return executed contract to: Fernando Jimenez
DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888 


















Sep 30, 2022 2:20 PM, 1016402014
Pre-Requisition Form

Finance Department · 555 Santa Clara Street · Vallejo · CA · 94590 · 707.648.4592 Department: Public Works Departments, Engineering
Staff Contact: Fernando Jimenez, [email protected] Vendor: Black Eagle Fire & Security, Inc. Vendor Number 104409 Term: Multi-year Term
Anticipated Start Date: Oct 01, 2022
Anticipated End Date: Jun 30, 2027
Anticipated Contract Type: Professional Services Agreement Purchasing Authority: City Manager
Total Projected Expenditure: 83148.01
Anticipated Account Number 201-2602-431.34-01
Multiple Project Numbers? No, just one Multiple Account Numbers? No, just one

Description of Proposed Purchase:

Black Eagle Fire & Security, Inc. was hired to investigate and fix the fire alarm system in the JFK Library. The first alarm system had 50 devices with errors, in order to complete the proposed work there needs to be a change to the system panel to allow the company to perform a system test.

The JFK Library Elevator Project (PW9405) will not be able to receive a project closeout unless the system panel demonstrates a system test. Once the test is performed, Vallejo Fire Department and the California Elevator Unit can then complete their audits of our system which in term will help in closing out Project PW9405.

I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

It is existing vendor but total City-wide expenses are not anticipated to hit the cap of $100,000 in a single FY.

Competitive Process: I am exempt from having to complete a Competitive Process

Exemption Explanation:

The work performed was emergency work. The Vallejo Fire Department placed a 21-day notice to fix the fire alarm system in the JFK Library.

Explanation for Vendor Selection:

Vendor selection was based on the vendor's ability to be responsive, available and offered reasonable price points.

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

DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

WarrantyNo

DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Pre-Requisition Signature Section

Department Comment

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

_
_
Signature Date

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

_
Signature Date

Route Final HTE PO to City Clerk for Contract Log

Brisa Long
Digitally signed by Brisa Long
DN: cn=Brisa Long, o=City of Vallejo, ou=Public
Works, [email protected], c=US
Date: 2022.10.04 08:24:00 -07'00'
Digitally signed by Melissa L. Tigbao
DN: cn=Melissa L. Tigbao, o, ou,
[email protected], c=US
Date: 2022.10.06 16:10:09 -07'00'
DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 1 of 10

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

This Consultant and Professional Services Agreement ("Agreement ") is made at Vallejo, California, dated for reference this 1st day of Octobe r, 2022, by and between the City of Vallejo, a municipal corporation ("City"), and Black Eagle Fire & Security, Inc., a California Corporation, hereinafter referre d to as “Consultant”, who agree as follows:

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

2. Payment. City shall pay Consultant for services rendered pursuant to t his 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, vo lunteers and affiliates and each of them (collectively referred to herein as “Indemnite es”) harmless from and against any and all losses, liabilities, damages, claims, d emands, suits, actions, proceedings, costs and expenses including court costs and attorneys’ fees, incurred by Indemnitees (a “Loss”) arising out of third party claims where any alarm system equipment provided and installed by Consultant at the site where Consultant is providing services under the Agreement (the “Loca tion”) is the sole and direct cause of any property damage or personal injury (as opposed to cases where failure or malfunction of the alarm system merely contrib utes to a loss or injury started from another source), or where an employee of Co nsultant causes personal injury or property damage in performing the installati on or servicing of equipment while at the Location. For any Losses where Consultant’s actions while at the Location are the sole and direct cause of aforesaid Loss (and not equipment or monitoring failure), Consultant has the duty to defend as se t forth in Section 2778 of the California Civil Code. Notwithstanding the foregoi ng, in the event Consultant is found liable for a Loss allegedly or actually cau sed by or resulting from the failure of Consultant’s products or services to prevent, deter or detect the event such products or services are intended to detect, deter o r prevent, Consultant’s maximum liability shall be Two Thousand Dollars ($ 2,000) and this liability shall be exclusive. City releases Consultant from any claims of any parties suing through City’s authority or in its name, including but no t limited to City’s insurance provider, and City shall indemnify and defend Consult ant against any such claim. This paragraph shall be controlling with respect to Consultant’s liability and obligation to indemnify Indemnitees, and if there is any conflict or contradiction DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 2 of 10 between this paragraph and any other provision of the Agreement, this paragraph shall govern. Each party will timely notify the other upon rece ipt of any third-party claim relating to the Agreement.

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 “Insura nce 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 t he 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 Consu ltant shall disclose such conflict in writing to City. Every individual who perform s services on behalf of Consultant pursuant to this Agreement must file a full State ment 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 beha lf 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 spec ified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor.

Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of thi s 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 ri ght to control the DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 3 of 10 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 person s duly licensed by the State of California to provide the type of services to be p erformed under this Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are leg ally 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 thi s 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 Agr eement to City’s Finance Department for a business license, pay the applicable b usiness 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 th is 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 wit hout 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 prep are plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval , conditional approval or disapproval by City, it is understood that such rev iew, 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 accepta nce by the City of any responsibility, professional or otherwise, for the work, and shall not relieve DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 4 of 10 the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for da mages 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 b y 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 Repre sentative of this in writing. If additional time is required to perform the work, th e 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 f ringe 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 re quired to pay any workers' compensation insurance on behalf of Consultant.

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

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

16. Term. The term of this Agreement shall commence on October 1, 2022 and shall continue in full force and effect until June 30, 2025.

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Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 5 of 10 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 to tal duration of this Agreement, including the exercise of any options under this sec tion, shall not exceed five (5) years.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingen t 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.

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

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

The City shall pay Consultant for services performed in accorda nce with this Agreement before the date of termination. If this contract prov ides 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 service s 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 d a t e o f termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incom plete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City. Consultant agrees that all copyri ghts 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 us e 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 DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 6 of 10 Word, Excel, PowerPoint or other Microsoft Office Suite format as appropriate for the particular work product or, if directed by the City Represe ntative in Adobe Acrobat PDF format.

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

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

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

The City is an intended beneficiary of any work performed by Co nsultant’s subcontractor for purposes of establishing a duty of care betwe en the subcontractor and City.

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

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

22. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, col or, 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, co nditions or privileges any person, and every employee will receive equal op portunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without re gard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

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Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 7 of 10 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 s tatus or sexual orientation in the selection and retention of employees, subcon tractors 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 procu rement of materials or equipment, each potential subcontractor or supplie r shall be notified by Consultant of Consultant’s obligation under this Agreement r elative 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 Rig hts Act of 1964, as amended, the California Fair Employment Practices Act, the Amer icans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

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

If to City: Melissa Tigbao
Public Works Director
Public Works Department
555 Santa Clara St
Vallejo, CA 94590

If to Consultant: Hosein Parsa
O w n e r
Black Eagle Fire & Security, Inc.
200 South 3
rd Street #720514
San Jose, CA 95172

Any party may change its address for receiving notices by givin g 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 DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 8 of 10 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 defau lt, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement revie wed 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 part y's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to re fer 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 u nder this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use Cit y 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 th e performance of services under this Agreement for any purpose other than fulfil lment of Consultant’s scope of work , to protect all City Information an d 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 DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 9 of 10 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 v iolation 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 A greement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the C i t y Representative.

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

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

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

Any person transmitting his or her signature by facsimile or el ectronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original s hall 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 attach ments

[SIGNATURES ON FOLLOWING PAGE]

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Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 10 of 10 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

BLACK EAGLE FIRE & SECURITY, INC.,
a California Corporation

By:

Hosein Parsa
Owner
DATE:
11716832
Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a
municipal corporation
By:

Michael Malone
City Manager
DATE:

ATTEST:

By:

Dawn G Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Melissa Tigbao
Public Works Director
APPROVED AS TO FORM:

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

Armond Sarkis
Risk Manager
DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888 






Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Exhibit A, Scope of Work Page 1 of 2

EXHIBIT A

SCOPE OF WORK

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

Nick Causbrook
Building Supervisor
Public Works Department
111 Amador Street
Vallejo, CA 94590
(707) 654-5933

The Consultant’s Representative for this Agreement is:

Hosein Parsa
Owner
Black Eagle Fire & Security, Inc.
200 South 3
rd Street #720514
San Jose, CA 95172
(650) 788-3424

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 a n d C i t y ’ s Representative.

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

3. Time for Performance. Consultant will perform the services according to the schedule contained in Attachment 1 of Exhibit A. If the schedule calls for the services to be performed in phases or discrete increments, Consultant shall not proceed from one phase or increment to the next without written authorization fr om the City’s Representative.

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Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Exhibit A, Scope of Work Page 2 of 2
EXHIBIT A, ATTACHMENT 1

SCOPE OF WORK

Service Location: 505 Santa Clara Street, Vallejo, CA

1. The following Services shall be provided at the above listed location:

a. Annual Fire System Testing : Consultant shall provide testing of all devices on fire alarm system once per year per the NFPA guidelines for tes ting procedure/frequency requirements.

b. Semi-Annual Fire System Testing : Consultant shall provide testing of water flow devices, valve tamper switches, and batteries only every six months.

c. Fire System Monitoring: Consultant shall provide monitoring of fire system 24 hours a day, seven days a week. Monitoring shall include a Daily Timer Test where the alarm panel sends a test signal to the central station to ensure that the alarm panel is communicating properly. Consultant shall immediately c ontact City Representative in the event of alarm activation and/or in the event of a failed Daily Timer Test.

d. Inspections: Regular inspections shall be performed during regular business hours of 7:00 am to 3:00 pm. Consultant shall notify City of the date and time they will be on site, at a minimum 72 hours prior to inspections.

2. The following Additional Services shall be provided upon request by City:

a. Elevator Testing: Testing for annual elevator permit shall be performed upon request by City. Upon request by City, Consultant shall provide C i t y w i t h c o s t proposal to perform said work. Consultant shall not proceed wit h said work unless/until City has given notice to proceed in writing.

b. As-Needed Repairs and Maintenance: Consultant shall perform all repairs and maintenance to maintain the UL Certificate. Consultant shall provide City with cost proposal to perform said work, which shall include the cost all parts and/or components needed to complete required repairs that are not covered by warranty.

Consultant shall not proceed with said work unless/until City h as given notice to proceed in writing.

DEVICE QTY DEVICE QTY DEVICE QTY
FACP 1 Heat Detectors 50 Duct Detectors 0
Dialer 1 Water-flow 1 Annunciator 1
Smoke Detector 55 Valve Tamper 0 Batteries 6
Pull Stations 12 A/V ADA 0 Power Supply 2
Relay Modules 3 Horn Strobe 20
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Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Exhibit B, Compensation Page 1 of 5

EXHIBIT B

COMPENSATION

1. Service Provider’s Compensation.

City agrees to pay Consultant for the Services and Additional Services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Seventy-Five Thousand Dollars [$75,000].

Consultant shall notify City in writing no later than thirty (3 0) 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 estim ate of the additional compensation required to complete the project.

2. Appropriate Billable Rates for Services are as follows:
a) One-Time Setup Fee: $450.00 for one-time program fee b) Radio Communicator Installation and Replacement: Consultant shall replace and install radio communicator panel providing ongoing monitoring of fire alarm system at a fixed cost of $4,200.00.
c) Fire System Inspections: $7,400.00 per year for Annual Inspection; $1,850 for Semi-Annual Inspections
d) Fire System Monitoring and Radio Cellular Subscription Fee: $1,380 plus tax per year
e) Basic Monitoring Operator Interventions: One occurrence per month at no extra charge; $6.00 per occurrence thereafter

3. Additional Services:

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, co mpensation to Consultant shall not exceed the fixed fee amount.

4. Appropriate Billable Rates for Additional Services.
a) Elevator Testing, As Needed Repair and Maintenance: Consultant shall first provide a quote for any work that is not related to regul ar inspections and monitoring and shall only commence work once City provides a written DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Exhibit B, Compensation Page 2 of 5
notice to proceed.

5. Service Provider’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 pay able if specifically authorized in advance by City.

6. 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 Con sultant shall contain the following information:

1. Description of services billed under the invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

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

C. Items shall be separated into Services and Reimbursable Expe nses. 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 Consulta nt resulting from Consultant’s failure to comply with the invoice format described above.

D. Invoices, account statements and payment inquiries shall be emailed to:

[email protected]

5. Accounting Records of Service Provider. Consultant shall maintain for three (3) years after completion of all services hereunder, all recor ds under this Agreement, including, but not limited to, records of Consultant’s direct s alary costs for all Services and Additional Services performed under this Agreement and reco rds of Consultant’s Reimbursable Expenses, in accordance with generally accepted ac counting practices.

Consultant shall keep such records available for audit, inspect ion 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 incurr ed as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Exhibit B, Compensation Page 3 of 5

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

DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Exhibit B, Compensation Page 4 of 5

EXHIBIT B, ATTACHMENT I

DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Exhibit B, Compensation Page 5 of 5

DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 1 of 4 Exhibit C – Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS

Contractor shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries t o persons or damages to property which may arise from or in connection with the performance of services hereunder by the Contractor, their agents, represen tatives, or employees or subcontractors. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of t he specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater. No repres entation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.

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

A. Insurance Services Office form number GL 0002 covering Compr ehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Servic es 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.

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

A. General Liability: $1,000,000 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.

DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 2 of 4 Exhibit C – Insurance Requirements
C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Contractor is not subject to California Workers’ Compensation requirements, Contractor shall file a completed Request for Waiver of Workers’ Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

3. Deductible and Self-Insured Retention (SIR). 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 de ductibles or self- insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. All SIRs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR pro vision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

4. Other Insurance Provisions.

A. Additional Insured Endorsements: The City of Vallejo, its of ficers, officials, employees, agents and volunteers are to be covered as Additiona l Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobi les owned, leased hired or borrowed by the Contractor. Additional Insured endorsements with respect to General Liability, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City.

B. 30 Days’ Notice of Cancellation Endorsements: Each insurance policy required by this clause shall be endorsed to state that coverag e shall not be suspended, voided, canceled by either party, reduced in coverag e or in limits except after thirty (30) days' prior written notice by certifie d mail, return receipt requested, has been given to the City.

C. Waiver of Subrogation Rights Endorsement: The workers’ compe nsation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against Ci ty, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Contractor’s performance under this Agreement. The waiver of subrogation rights endorsement in favo r of the City of Vallejo shall be attached to the Certificate of Insurance.

D. The limits of Insurance required in this agreement may be sa tisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 3 of 4 Exhibit C – Insurance Requirements
Insurance shall contain or be endorsed to contain a provision t hat such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self-insurance shall be called upon to protect it as a named insured.

E. The insurance coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, offic ials, employees, agents or volunteers. For any claims related to this project, the Cont ractor's insurance coverage shall be primary insurance as respects the City of Val lejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, emp loyees, agents, or volunteers shall be excess of the Contractor's insurance and sh all not contribute with it.

F. The Contractor's insurance shall apply separately to each in sured against whom claim is made or suit is brought, except with respect to t h e l i m i t s o f t h e insurer's liability.

G. 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.

H. The City reserves the right to modify these requirements, in cluding limits, based on the nature of the risk, prior experience, insurer, cov erage, or other special circumstances.

5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Contractor shall furnish the City with certificates of insurance and original endorsements. The certificates and e ndorsements 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 be fore work commences. The City reserves th e right to obtain a full certifi ed copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. All verificatio n of coverage and other insurance documents shall be mailed to the following address:

City of Vallejo
Attn: Risk Manager
555 Santa Clara Street
Vallejo, CA 94590

7. Subcontractors. Contractor shall include all subcontractors as insureds DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

Black Eagle Fire & Security, Inc. Consultant and Professional Services Agreement Page 4 of 4 Exhibit C – Insurance Requirements
under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subje ct to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Contractor if the certificates of insurance and endorsements required above are c anceled or Contractor otherwise ceases to be insured as required herein.

DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888












 








  





 

  
 


 
 












 






























 











 
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Y Y
City of Vallejo
Attn: Risk Manager
555 Santa Clara Street
Vallejo CA 94590 DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

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

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

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

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

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

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

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

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

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

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

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

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

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

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

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

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

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

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

AUTOS ONLY
10/24/2022
Insureaze Insurance Solutions, LLC
237 Kearny Street, #9186
San Francisco CA 94108
Insureaze Support
(800) 897-8221 (415) 986-0389
[email protected]
Black Eagle Fire & Security Inc
200 South 3rd Street, #720713
San Jose CA 95172
U.S. Specialty Insurance Company 29599
Infinity Auto Insurance Company 39497
Clear Spring Property and Casualty Company 15563
001 001
A Y U22AC123902-02 04/21/2022 04/21/2023
1,000,000
100,000
5,000
1,000,000
2,000,000
2,000,000
B 504-61017-8173-001 08/02/2022 08/02/2023
1,000,000
C Y CWC01250800 10/24/2022 10/24/2023 1,000,000 1,000,000
1,000,000
DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

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

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

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

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

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

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

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

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

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

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

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

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

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

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

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

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

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

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

AUTOS ONLY
02/06/2023
Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA
5 Concourse Parkway
Suite 2150
Atlanta GA, 30328
(888) 202-3007
[email protected]
Hiscox Insurance Company Inc 10200
Black Eagle Fire & Security Inc
200 South 3rd Street
#720713
San Jose, CA 95172
A Professional Liability Y UDC-5298177-EO-23 01/27/2023 01/27/2024 Each Claim:

Aggregate:

Thirty (30) day notice of cancellation applies
City of Vallejo
555 Santa Clara Street
Vallejo CA 94590
$ 2,000,000
$ 2,000,000
DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888












 








  





 

  
 


 
 












 






























 











 
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Attn: Risk Manager
555 Santa Clara Street
Vallejo CA 94590  7%AAA%AAA
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Thirty (30) Day Notice of Cancellation Applies.

Y

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DocuSign Envelope ID: E398E919-10DE-4D98-BB36-05BB92FD7888

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENTCALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 5.00RIWKH&DOLIRUQLDZRUNHUV¶FRPSHQVDWLRQSUHPLXPRWKHUZLVHGXHRQVXFK remuneration.

Schedule
Person or Organization Job Description
City of Vallejo 555 Santa Clara Street, Vallejo, CA, 94590 Electric Maintenance Annually - Various Locations in Vallejo, CA
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/24/2022 Policy No. CWC01250800 Endorsement No. 1 Insured Black Eagle Fire &S ecurity Inc Premium $1,025
Insurance Company: Clear Spring Property and Casualty Company Countersigned by:












 


POLICY NUMBER: U22AC123902-02 COMMERCIAL GENERAL LIABILITY HCS 040 06 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

HCS 040 06 10 13 Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc., with its permission.

PRIMARY AND NONCONTRIBUTORY AND BLANKET

WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
A. PRIMARY AND NON-CONTRIBUTORY TO

OTHER INSURANCE
With respect to any person or organization that is
an additional insured under this Coverage Part,
the following is added to paragraph 4. of
SECTION IV – COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If you have agreed in writing in a contract or
agreement that this insurance is primary and non-
contributory relative to an additional insured’s own
insurance, then this insurance is primary and we
will not seek contribution from that other
insurance. For the purpose of this endorsement,
the additional insured’s own insurance means
insurance on which the additional insured is a
Named Insured.

When this endorsement is attached to the policy it
supersedes all other insurance conditions within.

B. WAIVER OF SUBROGATION – BLANKET
Under SECTION IV – COMMERCIAL GENERAL
LIABILITY CONDITIONS , The Transfer Of
Rights Of Recovery Against Others To Us
Condition is amended by the addition of the
following:

We waive any right of recovery we may have
against any person or organization because of
payments we make for injury or damage arising
out of:
a. Your ongoing operations; or
b. “Your work” included in the “products-
completed operations hazard”.

However, this waiver applies only when you have
agreed in writing to waive such rights of recovery
in a contract or agreement, and only if the contract
or agreement:
a. Is in effect or becomes effective during the
term of this policy; and
b. Was executed prior to loss.












 


POLICY NUMBER: U22AC123902-02 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1  ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s): Location(s) Of Covered Operations
Any person or organization for whom you are performing
operations during the policy period when you and such
person or organization have agreed in writing in a contract or agreement that such person or organization be added
as an additional insured on your policy.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.












 


POLICY NUMBER: U22AC123902-02 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1  ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s):

Location And Description Of Completed
Operations
Any person or organization, when you and such parties
have agreed in writing in a contract or agreement
pertaining to “your work” performed during the policy
period. This additional insured coverage does not apply to “excluded residential construction". "Excluded
residential construction" means:
a) the ground-up construction of any building
whose units will be individually owned and
titled; and,
b) “your work” performed on the conversion of any
building into a condominium or townhome.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only with
respect to liability for "bodily injury" or "property
damage" caused, in whole or in part, by "your work"
at the location designated and described in the
schedule of this endorsement performed for that
additional insured and included in the "products-
completed operations hazard".












 














 














 














 


CONSENT CALENDAR 8.D.

DATE: March 10, 2026
TO: Mayor and Members of the City Council
FROM: Lance David, Interim IT Director
SUBJECT: ADOPT A RESOLUTION APPROVING THE PUBLIC SAFETY COMMUNICATIONS

SYSTEM LICENSING AGREEMENT WITH SOLANO COUNTY AND ANY RELATED

DOCUMENTS NECESSARY TO TRANSITION THE CITY OF VALLEJO FROM

PARTICIPATION IN THE EAST BAY REGIONAL COMMUNICATIONS SYSTEM

AUTHORITY (EBRCSA) TO THE SOLANO COUNTY PUBLIC SAFETY RADIO SYSTEM

AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving the Public Safety Communications System Licensing Agreement with Solano County and any related documents necessary to transition the City of Vallejo from participation in the East Bay Regional Communications System Authority (EBRCSA) to the Solano County Public Safety Radio System and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
Approval of this action will:
• Align the City’s public safety radio communications with Solano County, Vallejo’s primary mutual-aid and emergency response partner
• Improve interoperability and coordination with county and neighboring public safety agencies • Provide a stable and regionally appropriate public safety communications platform • Reduce operational and governance complexity associated with participation in multiple regional systems • Support continuity of Police, Fire, and other essential City services

BACKGROUND AND DISCUSSION
Currently, Vallejo is part of the East Bay Regional Communications System Authority (EBRCSA), which primarily serves Alameda and Contra Costa counties. Although EBRCSA has provided a functional regional platform, it was always intended as a temporary solution until Solano County was ready to implement a Solano County system, as set forth in Agenda Item 9.1 of the County Board of Directors meeting on March 6, 2020.

While EBRCSA served its purpose, Vallejo’s public safety operations and mutual-aid relationships are primarily centered within Solano County. The City regularly collaborates with Solano County agencies and neighboring jurisdictions during incidents and emergencies. Solano County owns and operates a Motorola P25 digital public safety radio system and is expanding its infrastructure to enhance coverage in Vallejo and Benicia. The Solano County system offers reliable, redundant, encrypted communications and countywide interoperability.

After reviewing operational alignment, governance considerations, and long-term sustainability, staff recommends transitioning Vallejo’s communication system participation from EBRCSA to the Solano County Public Safety Radio System. Benicia is also transitioning at this time. Operating on the County system will better align Vallejo with its primary response partners and improve coordination during routine operations and large-scale emergency incidents.

Date: March 10, 2026
Subject: ADOPT A RESOLUTION APPROVING THE PUBLIC SAFETY COMMUNICATIONS

SYSTEM LICENSING AGREEMENT WITH SOLANO COUNTY AND ANY RELATED

DOCUMENTS NECESSARY TO TRANSITION THE CITY OF VALLEJO FROM

PARTICIPATION IN THE EAST BAY REGIONAL COMMUNICATIONS SYSTEM

AUTHORITY (EBRCSA) TO THE SOLANO COUNTY PUBLIC SAFETY RADIO

SYSTEM AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

The attached proposed Licensing Agreement provides Vallejo with licensed access to the Solano County radio system from July 1, 2026, through July 1, 2031. This agreement is intended as an interim arrangement, with the expectation that Vallejo will pursue a long-term integration or successor agreement with the County before the end of the term. The Information Technology Department has coordinated with Solano County staff and internal City stakeholders to evaluate technical, operational, and administrative requirements. Transition planning will be phased to ensure continuity of service and minimize impacts on public safety.

FISCAL IMPACT
Under the proposed agreement, the City will pay a fixed annual service fee of $299,880, based on 510 radios at $49 per radio per month. This rate mirrors the City’s anticipated costs under the current EBRCSA contract which ends on June 30, 2026. The fixed term of the agreement with Solano County Public Safety Radio System will begin July 1, 2026 through July 1, 2031.

There is no General Fund Impact in FY 2025-2026. Funding of this contract for each fiscal year will be requested during the annual budget process starting FY 2026-2027 as part of the Multi-Year Operational Project IT000.

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

ATTACHMENTS

1. Resolution Vallejo County Communications Licensing Agreement - CAO Stamp

2. Solano_PSC_Agreement_Vallejo City - Final

CONTACT
Lance David, Interim IT Director (707) 648-5408
[email protected]

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING THE SOLANO COUNTY PUBLIC SAFETY COMMUNICATIONS

SYSTEM LICENSING AGREEMENT AND ANY RELATED DOCUMENTS

NECESSARY TO TRANSITION THE CITY OF VALLEJO FROM

PARTICIPATION IN THE EAST BAY REGIONAL COMMUNICATIONS

SYSTEM AUTHORITY (EBRCSA) TO THE SOLANO COUNTY PUBLIC

SAFETY RADIO SYSTEM AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

WHEREAS, on March 10, 2020, City of Vallejo was granted temporary membership in East Bay Regional Communications Systems Authority (EBRCSA) which owns/operates a multi-county (Contra Costa & Alameda) Motorola public safety two-way radio communications network; and
WHEREAS, having a reliable Motorola two-way communication network is vital to public safety operation; and
WHEREAS, The City Council desires to transition from the EBRISCA system to the Solano County Public Safety Communications System.

NOW, THEREFORE, BE IT RESOLVED that the Council hereby approves the Solano County Public Safety Communications Licensing Agreement and any related documents necessary to transition the City of Vallejo from EBRISCA to the Solano County system and authorizes the City Manager to execute same, in substantially the form attached hereto, subject to approval as to form by the City Attorney, to execute related documents and take actions necessary to implement the transition, provided such actions do not result in a material increase in cost or substantive change to the agreement, and that the action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378(b)(5).

Adopted by the City Council of the City of Vallejo on , 2026, by the following vote:

1 SOLANO COUNTY PUBLIC SAFETY COMMUNICATIONS SYSTEM LICENSING

AGREEMENT
This Solano County Public Safety Communications System Licensing Agreement (the "Agreement") is made and entered into as of ______, between the County of Solano (hereinafter "County") and the City of Vallejo ("Vallejo") referred to as the "City." The County and the City are sometimes individually referred to as a "Party" and collectively as the "Parties."
Recitals
WHEREAS, the County owns and operates a Motorola P25 digital radio system core and is adding a new South Simulcast Cell under contract with Motorola (collectively, the "System") to provide reliable public safety voice communications within Solano County; WHEREAS, Vallejo has public safety agencies (police, fire, and other emergency services) that require access to a P25 radio network and has historically participated in the East Bay Regional Communications System Authority (EBRCSA);
WHEREAS, Vallejo desires to transition from the EBRCSA network and access the County’s System to improve interoperability and service, under terms that mirror the costs they would have incurred with EBRCSA;
WHEREAS, the County is willing to provide the City with licensed access to its System under a standard agreement that covers the City, with the understanding that this is a transitional arrangement pending a potential future full integration of the City into the County’s radio system;
WHEREAS, the County and the City agree that neither Party shall charge the other for the use of County- or City-owned land, buildings, or facilities that support the System during the term of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 System: The County’s Motorola P25 radio network core infrastructure and the South Simulcast Cell (radio tower and transmitter network) that will provide coverage in the southern region of Solano County, including Vallejo and Benicia, as described in Exhibit A.

2 1.2 Subscriber Radio: A mobile or portable two-way radio unit (or other authorized communication device) operated by the City’s public safety agencies and programmed to operate on the System.

1.3 Dispatch Center: A City or County emergency communications or dispatch facility where dispatch console equipment is located and connected to the System.

1.4 Demarcation Point: The point of interface between the County’s System and a City’s own communications equipment. This is typically the network connection point or console gateway at the City’s Dispatch Center. The County’s maintenance responsibility for the System extends up to this Demarcation Point.

1.5 Service Fee: The yearly fee that a City must pay to the County for access to and use of the System, as detailed in Section 5.

1.6 Optional Services: Additional technical or support services that the County may provide to a City (such as radio programming or console maintenance) under a separate agreement, as described in Section 8.

1.7 Transition Period: The term of this Agreement, during which Vallejo uses the System under this transitional arrangement, with the expectation of full system integration at a future date.

2. Grant of License and Scope of Use

2.1 License to Use System: The County hereby grants to the City a non-exclusive, revocable license to access and use the System for the purpose of public safety communications. This license permits the City’s Subscriber Radios and dispatch consoles to operate on the County’s P25 core and South Simulcast Cell.

2.2 Scope: The City’s use of the System shall be solely for official governmental and public safety purposes. No commercial use or third-party use of the System by the City is permitted under this Agreement.

2.3 No Transfer: The City shall not sub-license, assign, or transfer its rights to use the System to any other entity without the County’s prior written consent.

2.4 Compliance: The City agrees that all use of the System will comply with applicable laws, Federal Communications Commission (FCC) regulations, and any reasonable operating rules or protocols provided by the County for System users. The County will provide the City with any such operating guidelines at or before the commencement of service and as updated from time to time.

3 3. Term of Agreement

3.1 Term: The term of this Agreement shall begin on July 1, 2026. The Agreement shall remain in effect through July 1, 2031, unless earlier terminated as provided in this Agreement.

3.2 Transitional Nature: The Parties acknowledge that this Agreement is intended as a transitional solution. By the end of the term of the Agreement, the City anticipates becoming fully integrated into the County’s radio system under a long-term arrangement or successor agreement (such as joining a radio-as-a-service, joint powers authority or other governance structure by 2031).

3.3 Extension or Renewal: Any extension or renewal of this Agreement beyond July 1, 2031, or any new agreement formalizing the City’s full integration into the System, shall be negotiated in good faith and will require the approval of the governing bodies of the Parties prior to the expiration of this Agreement.

3.4 Early Termination: This Agreement may be terminated prior to July 1, 2031 under the following circumstances:

3.4.2 Breach: If either Party fails to perform a material obligation under this Agreement, and fails to remedy the breach after receiving a written notice specifying the breach and a reasonable opportunity to cure, the non-breaching Party may terminate this Agreement upon not less than ten business days’ written notice to the other Party.

3.4.3 Legal Requirement: If continued performance of this Agreement becomes unlawful or impossible due to change in law or regulation, upon 10 business days’ written notice by the terminating Party.

3.5 Effect of Termination: Upon termination or expiration of this Agreement, the City’s access to the System will be disconnected in an orderly manner. The City shall pay any outstanding fees owed. Sections 10.1 and10.2 shall survive termination or expiration of this Agreement. Absent City termination for County’s breach, any fees paid by the City in advance will not be returned upon early termination.

4. Coordination and Input

4.1 The Parties agree that open communication and coordination are essential to the effective operation of the System for all users. To that end:

4.1.1 Regular Coordination Meetings: The County will host periodic coordination meetings (for example, quarterly or semi-annually) with representatives from the City. The purpose of these meetings is to discuss System performance, coverage, capacity, upcoming upgrades or maintenance, and to hear any concerns or suggestions from the City.

4.1.2City Input: The County values the input of the City regarding the System’s operation. Although formal joint governance bodies are not established under this

4 Agreement, the County will in good faith consider the City’s feedback when making decisions that could significantly affect the City’s use of the System.

4.1.3 Notification of Changes: The County will provide reasonable advance notice to the City of any planned significant changes to the System that may impact the City’s communications (e.g. software upgrades, changes in coverage patterns, extended maintenance outages). The County will strive to schedule any routine maintenance in a manner that minimizes disruption to the City.

4.1.4 Emergency Coordination: In the event of major emergencies or System outages affecting the City, the County and City technical staff will promptly communicate and coordinate to restore full functionality. The County will keep the City informed of status and actions during such events.

5. Fees and Payment Terms

5.1 Service Fee: The City shall pay the County a fixed annual service fee, based on the following calculation:

City: 510 radios × $49 × 12 months = $299,880 per year

5.2 These amounts are fixed for the duration of this Agreement (through July 1, 2031), regardless of whether the City's actual radio count increases or decreases.

5.3 Billing and Invoicing: The County will issue invoices in advance to the City on a yearly basis for the Service Fee. Each invoice will show the total amount due. Payment shall be due within 30 days of the invoice date, unless otherwise agreed in writing.

5.4 Payment Method: Payments shall be made by the City to the County by check, electronic transfer, or other agreed method. The County will provide the necessary payment instructions on the invoices.

5.5 Late Payments: If the City fails to pay an invoice by the due date, the County will provide written notice to the City’s designated contact. The City shall have a cure period of ten days after receipt of notice to remit payment. Late payments may be subject to interest or penalties in accordance with County policy or as permitted by law.

5.6 Fee Adjustments: The fixed fee of $299,880 per year is intended to match what the City would have paid under their previous arrangement with EBRCSA. The Parties agree that this rate shall remain unchanged through the term of this Agreement. Any proposal to change the rate (for example, in an extended term or new agreement after 2031) shall require mutual agreement in writing.

5.7 No Other User Fees: Aside from the Service Fee described above, the County shall not impose additional user fees or subscription charges on the City for routine access to the

5 System under this Agreement. This does not preclude charges for any Optional Services outside the scope of this Agreement, as described in Section 8.

6. Responsibilities of the County

6.1 The County shall perform the following responsibilities under this Agreement:

6.1.1 System Operation and Maintenance: The County will operate, maintain, and manage the P25 radio core infrastructure and South Simulcast Cell to ensure reliable communications for the City. This includes hardware, software, and network components of the System, such as radio core controllers, tower sites, antennas, repeaters, microwave/fiber backhaul connecting sites, and associated power systems.

6.1.2 Infrastructure Up to Demarcation: The County’s responsibility extends to maintaining all System equipment and network links up to the Demarcation Point at the City’s Dispatch Center. The Demarcation Point is the interface where the City’s dispatch console or network connects to the County’s System. The County will ensure that connectivity to that point is functional and will troubleshoot/repair any System issues up to that point.

6.1.3 Coverage and Capacity: The County will use reasonable efforts to provide radio coverage and capacity within the City that is consistent with public safety grade communications, but does not guarantee coverage . The new South Simulcast Cell is intended to cover these areas; the County will monitor performance and address coverage deficiencies or capacity issues as feasible, informing the City of any limitations encountered.

6.1.4 Talkgroup and ID Management: The County will provide the necessary system access IDs, talkgroup assignments, and fleet mapping for the City’s’ use of the System. Subject to the City’s responsibility for actual programming as noted in Section 7, County radio technicians will coordinate with City personnel to program the System parameters (such as talkgroup IDs, encryption keys if used, etc.) into the City’s Subscriber Radios.

6.1.5 Technical Support: The County will designate a System Manager or technical point of contact that the City can contact for support or to report issues. The County will respond promptly to any reported System malfunctions or outages affecting the City and will work diligently to restore full service.

6.1.6 System Upgrades: The County will be responsible for all necessary upgrades and updates to the System hardware and software during the term of this Agreement. The County will notify the City in advance of any upgrades that may require reprogramming of subscriber units or changes in operation and will coordinate scheduling to minimize disruption.

6.1.7. Licenses and Permits: The County will obtain and maintain any FCC licenses, frequency authorizations, or other regulatory approvals required for operation of the

6 System. The County will ensure that the System remains in compliance with all applicable laws and regulations.

6.1.8 Insurance: (If applicable) The County will maintain appropriate insurance coverage for its System infrastructure and operations, which may include self-insurance.

This Agreement does not in any way obligate the County to maintain insurance coverage for the City’s equipment or activities. The County will maintain liability insurance for its own activities as required by law or County policy.

7. Responsibilities of the City

7.1 The City (Vallejo) shall have the following responsibilities under this Agreement:

7.1.1 Subscriber Radios and Equipment: The City is responsible for procuring, owning, and maintaining its Subscriber Radios and associated equipment such as chargers, vehicle radio units, antennas, etc.. The radios must be compatible with the County’s P25 System, and meet the technical specifications provided by the County.

7.1.2 Radio Programming: Initial programming of the City’s Subscriber Radios with the County’s System information (i.e., talkgroups, frequencies, encryption keys, etc.) is the responsibility of the County under contract with Motorola. The County will provide the necessary System data and coordination, but the City will ensure their radios are made available on a timely basis so they are correctly programmed and updated. Subsequent programming of the City’s’ Subscriber Radios with the County’s System information (i.e., talkgroups, frequencies, encryption keys, etc.) is the responsibility of the City. If the City lack technical capacity, they may request programming assistance from the County as an Optional Service per Section 8.

7.1.3 Dispatch Console Equipment: Initial programming of the City’s consoles with the County’s System information (i.e., talkgroups, frequencies, encryption keys, etc.) is the responsibility of the County under contract with Motorola. Subsequent to initial programming, the City is responsible for the operation and maintenance of its own dispatch center console equipment and any other communications infrastructure on the City’s side of the Demarcation Point. This includes console hardware, dispatcher workstations, logging recorders, and the connection from the console to the Demarcation Point. The City will ensure its console equipment is compatible with the System interface and meets any technical requirements specified by the County. If the City lacks technical capacity, they may request programming assistance from the County as an Optional Service per Section 8.

7.1.4 Adherence to Operating Guidelines: The City shall ensure that its personnel use the System in accordance with any reasonable operating procedures or protocols established by the County (e.g., radio discipline, use of talkgroups, emergency button use,

7 etc.). The City will train its radio users on proper operation within a multi-agency radio system to prevent harmful interference or misuse.

7.1.5 Payment of Fees: The City will timely pay the Service Fees as described in Section 5. The City is only responsible for its own fees.

7.1.6 Incident Reporting: If the City experiences any significant radio communication issue, interference, or suspected malfunction that may be related to the System, it shall promptly notify the County’s technical contact so that the issue can be investigated and resolved collaboratively.

7.1.7 No Unauthorized Changes: The City shall not modify or attempt to modify any part of the County’s System. The City will not add any infrastructure such as additional sites or channels to the System or connect third-party equipment to the System without the County’s prior written approval. Any integration of City-owned infrastructure (e.g., a City- owned radio site) with the System would require a separate agreement or amendment.

7.1.8 Compliance and Cooperation: The City will comply with all applicable laws and regulations in its use of the System. The City will cooperate with the County in any investigations or troubleshooting of System issues and will make knowledgeable staff available for coordination as needed.

8. Optional Services by the County

8.1 This Agreement primarily covers the City’s access to and use of the System. The Parties recognize that the City may have needs for additional technical services related to its radio equipment (“Optional Services”). The County may, at the City’s request and under separate arrangements, provide such Optional Services. Examples of Optional Services include:

8.1.1 Subscriber Radio Programming and Setup: If the City requests, the County’s radio technicians can perform programming of the City’s Subscriber Radios or assist with configuring them for the System over and above the programming services set forth in Section 7.1.2 above. Any such work, and any charges for it, would be detailed in a separate memorandum or work order agreed to by the Parties.

8.1.2 Console Configuration and Maintenance: The County could assist with configuring the City’s dispatch console to interface with the System (for instance, setting up talkgroup selections, templates, or network configurations) in addition to that set forth in section 7.1.3 above. Ongoing maintenance or support of console equipment can also be provided if separately agreed. These services would be outside the scope of the core System access license and may involve additional fees or a separate support contract.

8.1.3 Radio Repair Services: If the City does not have its own radio repair capabilities, the City may engage the County’s radio shop to repair or service Subscriber

8 Radios or related equipment. Again, the terms for any such repair services would be handled under a separate agreement or on a fee-for-service basis, not covered by the yearly Service Fee.

8.1.4 Training: The County could provide training sessions for City personnel on use of the System or new features. For example, if a System upgrade introduces new user features. Training arrangements would be coordinated as needed and are typically provided as a courtesy or at the agreed cost if they require significant resources.

8.2 Any Optional Services requested by the City and provided by the County shall be documented in writing (for example, in a letter agreement, addendum, or services contract) including the scope of services and any costs. The City is under no obligation to procure any Optional Services, and its decision to do so or not to do so will not affect its rights under this Agreement to access the System. Likewise, the County is not obligated by this Agreement to provide Optional Services and may decline a request, unless otherwise required by a separate agreement.

9. Transition to Full Integration

9.1 The Parties acknowledge that this Agreement serves as an interim solution until full integration of the City into a long-term regional radio system framework. Pursuant to that understanding:

9.1.1 Future Planning: The County, in consultation with the City, will continue to plan for the incorporation of the City as a permanent participant in the Solano County radio system (or any regional/joint system that may supersede it). This may involve exploring governance options such as Radio-as-a-Service, joint powers agreements, cost-sharing for future infrastructure, and inclusion of the City in long-term system expansion or upgrades.

9.1.2 Good Faith Negotiation: No later than one year prior to the expiration of this Agreement (by June-2030), the Parties shall initiate good faith discussions on the framework for the post-2031 arrangement. This could result in an extension of this Agreement, a new agreement, or another mechanism to ensure the City’s continued radio communications service without interruption.

9.1.3 Continued Service Commitment: The Parties intend that the City will not be left without radio service upon the expiration of this Agreement. The Parties commit to work towards a seamless transition. If unforeseen delays occur in finalizing the post-2031 integration, the Parties may mutually agree to an extension of this Agreement as necessary to bridge any gap.

9.2 Technology Updates: By 2031, technology or industry standards may have evolved. The County will keep the City informed about any next-generation radio system developments (e.g., new P25 phases, LTE interoperable systems, etc.) that could influence the integration

9 plan. The City will be given opportunity to participate in any pilot programs or planning meetings about the future system as it relates to their needs.

9..3 Non-Binding Intent: This Section 9 outlines the Parties’ intentions and planning efforts.

Except for the obligation to negotiate in good faith as noted above, this Section 9 is a statement of intent and is not intended to create a binding obligation to enter a future agreement. Any actual integration or new partnership will be set forth in a future written agreement approved by both Parties’ governing bodies.

10. General Provisions

10.1 Indemnification: The City agrees to indemnify, defend, and hold harmless the County, its officers, employees, and agents from and against any claims, liabilities, damages, or costs (including reasonable attorney’s fees) arising out of the City’s use of the System or any services under this Agreement, except to the extent caused by the sole negligence or willful misconduct of the County. The County similarly agrees to indemnify, defend, and hold harmless the City, its officers, employees, and agents from and against claims, liabilities, damages, or costs arising out of the County’s ownership and operation of the System under this Agreement, except to the extent caused by the City’s sole negligence or willful misconduct.

10.2 Limitation of Liability: In no event shall either Party be liable to the other for any indirect, special, incidental, or consequential damages (such as lost profits, lost communication time, or loss of data) arising out of or related to this Agreement or the use of the System, even if advised of the possibility of such damages. This Section does not limit either Party’s obligation to make payments owed under this Agreement or to indemnify as provided above.

10.3 Insurance Requirements: Each Party shall maintain insurance or self-insurance sufficient to meet its obligations under this Agreement and as required by law. Upon request, a Party will provide proof of insurance or self-insurance to the other.

10.4 Notices: Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by commercial courier, or mailed by certified mail (return receipt requested) to the following representatives for each Party:

For County: [Name, Title, Address of County’s Contact for contract notices] For City of Vallejo: [Name, Title, Address of Vallejo’s Contact]

Routine operational communications (e.g., outage notifications, meeting announcements) may be made by email to designated points of contact, but formal notices regarding breach, termination, or legal matters must be delivered as stated above.

10 10.5 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether oral or written, with respect to such subject matter. No attachments or exhibits are incorporated unless expressly listed and attached hereto.

10.6 Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of the County and the City. No oral modifications shall be valid.

10.7 Governing Law and Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any legal action or proceeding arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in Solano County, California, and the Parties hereby consent to the jurisdiction and venue of such courts.

10.8 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed from the Agreement and the remaining provisions shall remain in full force and effect, provided that severing the invalid provision does not materially alter the rights or obligations of the Parties.

10.9 No Third-Party Beneficiaries: This Agreement is for the benefit of the County and the City only and is not intended to confer any rights or benefits on any third parties (including any residents of the City or other agencies). No entity or person not a signatory to this Agreement shall have any right to enforce any term of this Agreement.

10.10 Independent Entities: The Parties are independent governmental entities. Nothing in this Agreement shall be interpreted as creating an agency, partnership, or joint venture between the County and the City. Each Party retains full control over its employees and operations.

10.11 Authority to Execute: Each person signing this Agreement represents and warrants that they have the appropriate authority to execute this Agreement on behalf of the Party for whom they sign, and to bind that Party to the terms of this Agreement.

10.12 Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or PDF signatures shall be deemed equivalent to original signatures for the purposes of executing this Agreement.

11. Signatures

11 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

County of Solano City of Vallejo
By: _____________________ By: _____________________
Title: ___________________ Title: ___________________ Date: ____________________ Date: ____________________

12 Exhibit A: Project Description

1. The Solano County P25 System Expansion Project is a strategic initiative to enhance interoperable emergency communications within Solano County, beginning with a new simulcast cell serving the City of Vallejo. This expansion forms a key phase in the County’s long-term plan to develop a comprehensive, countywide digital radio network using Motorola’s ASTRO® 25 Phase 2 technology.

This project establishes a 4-site, 6-channel simulcast subsystem, fully integrated into the existing Solano County P25 Core located at the Solano County Data Center. The system operates in the 800 MHz band and provides enhanced coverage, capacity, and security for public safety communications in the southwest region of the county.

2. Project Focus Area: Vallejo and Benicia
The immediate purpose of this expansion is to deliver reliable portable radio coverage throughout the cities of Vallejo and Benicia. These areas are served by a new simulcast cell connected via a digital microwave backhaul loop. Each site supports voice and data operations using both FDMA and TDMA-capable radios.

3. Simulcast Cell Site Overview:

Site Name Role RF
Channels
FDMA
Only
Channels
TDMA
Equipped
Channels
Total
Talkpaths
Courthouse Prime / RF Remote 6 2 4 9
Fairgrounds Geo-Prime / RF Remote 6 2 4 9
Southampton RF Remote
(New Shelter) 6 2 4 9
Cummings RF Remote 6 2 4 9
Hiddenbrooke ASR (Existing) 3 1 2 4

4. Encryption and Security
The system supports AES-256 encryption allowing for secure end-to-end voice communications across all participating agencies. This level of encryption meets or exceeds federal security standards and ensures compliance with CJIS and other public safety requirements.

5. Part of a Larger System Expansion
a. While this project centers on Vallejo and Benicia, it is part of a larger countywide vision for Solano County. The overall conceptual plan includes:

13 i. The existing Northeast Simulcast subsystem, serving Fairfield, Vacaville, and Suisun City
ii. Several standalone ASR sites (e.g., Hiddenbrooke, Red Top, Rio Vista, Kregor) providing coverage in rural or terrain-limited areas iii. A countywide MPLS microwave backhaul network, supporting high- throughput, resilient communications
iv. Potential future integration with regional systems such as EBRCSA, Yolo, and Sacramento County for seamless mutual aid
b. This phase lays the foundation for scalable future growth and broader regional interoperability.

6. System Standards and Reliability
All new repeater sites are built to Motorola R56 guidelines, with emergency backup power (e.g., generator, battery, solar, etc.) to ensure continuity during power outages. The system supports Dynamic Dual Mode (DDM), enabling both FDMA and TDMA operation across channels. Equipment installed at each site includes tower-mounted amplifiers, microwave gear, and simulcast synchronization hardware.

7. Conclusion
The Solano County P25 Expansion Project enhances public safety communications by providing secure, reliable, and interoperable radio coverage to Vallejo and Benicia. It represents a critical milestone toward a fully integrated, countywide system — scalable for future needs and responsive to the evolving demands of modern emergency response.

CONSENT CALENDAR 8.E.

DATE: March 10, 2026
TO: Mayor and Members of the City Council
FROM: Lance David, Interim IT Director
SUBJECT: ADOPT A RESOLUTION APPROVING A THREE-YEAR SMALL GOVERNMENT

ENTERPRISE AGREEMENT WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI) FOR GEOGRAPHIC INFORMATION SYSTEM (GIS) SOFTWARE

AND SERVICES, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving a three-year Small Government Enterprise Agreement (SGEA) with Environmental Systems Research Institute, Inc. (ESRI) for enterprise Geographic Information System (GIS) software, licensing, maintenance, and support services, in an amount not to exceed $270,900, and authorize the City Manager to execute same.

REASONS FOR RECOMMENDATION
Approval of this action will:
• Ensure uninterrupted enterprise GIS services used Citywide. • Maintain continuity of mission-critical applications integrated with the City’s permitting, public safety, infrastructure, planning and development, and water department systems. • Provide predictable annual subscription pricing under an enterprise licensing structure. • Preserve standardized GIS architecture across departments, reducing duplication and administrative overhead.

BACKGROUND AND DISCUSSION

BACKGROUND

The City of Vallejo uses Esri’s ArcGIS platform as its enterprise Geographic Information System to support mapping, spatial analysis, infrastructure planning, asset management, regulatory compliance, and operational decision-making across all major departments.

On November 15, 2022, the City Council approved a three-year enterprise license agreement with Esri. That agreement is now set to expire. The proposed action renews the City’s participation in Esri’s Small Government Enterprise Agreement (SGEA) for an additional three-year term.

The 2025 Esri Quotation #Q-561472, dated November 4, 2025, provides for a three-year subscription at $90,300 per year, for a total contract amount of $270,900. The SGEA provides enterprise-wide access to:
• ArcGIS Enterprise (Advanced and Standard)
• ArcGIS Online user types
• ArcGIS Pro licensing

Date: March 10, 2026
Subject: ADOPT A RESOLUTION APPROVING A THREE-YEAR SMALL GOVERNMENT

ENTERPRISE AGREEMENT WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI) FOR GEOGRAPHIC INFORMATION SYSTEM (GIS)

SOFTWARE AND SERVICES, AND AUTHORIZING THE CITY MANAGER TO

EXECUTE SAME

• Enterprise extensions (Spatial Analyst, 3D Analyst, Network Analyst, Geostatistical Analyst, Data Reviewer, Image Analyst, Workflow Manager, and others)
• 125,000 ArcGIS Online service credits
• Tier 1 and Tier 2 technical support
• Product updates and maintenance throughout the term
The agreement term is three (3) years.

DISCUSSION

GIS is a foundational enterprise platform that supports numerous critical City systems and operations, including:
• Central Square Community and Land Management permitting system • NexGen Maintenance Management System
• SeeClickFix Report
• Water system modeling and engineering layers
• Computer-Aided Dispatch (Police and Fire)
• Crime data dashboards
• Fiber and broadband infrastructure mapping
• Smart Route street sweeping software
• General Plan, zoning maps, and parcel data
• District election boundaries
• Public-facing mapping applications on the City website

Esri’s enterprise model allows the City to deploy software where needed without separate departmental procurements, reducing procurement overhead and ensuring consistent architecture, data standards, and security controls.

The agreement includes ongoing maintenance and technical support, including Tier 2 support provided directly by Esri and structured Tier 1 Help Desk requirements within the City. The subscription model also ensures access to product updates, lifecycle support, and evolving ArcGIS capabilities throughout the term.

This renewal does not change vendors or materially alter scope of services; it continues the City’s standardized GIS enterprise framework under updated pricing.

FISCAL IMPACT
The total cost of the three-year agreement is $270,900, structured as follows:

Fiscal Year Annual Cost
Year 1 $90,300
Year 2 $90,300
Year 3 $90,300
Total: $270,900

The City has set aside funding during FY 2025-2026 annual budget to cover the $90,300. Funding of this

Date: March 10, 2026
Subject: ADOPT A RESOLUTION APPROVING A THREE-YEAR SMALL GOVERNMENT

ENTERPRISE AGREEMENT WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI) FOR GEOGRAPHIC INFORMATION SYSTEM (GIS)

SOFTWARE AND SERVICES, AND AUTHORIZING THE CITY MANAGER TO

EXECUTE SAME

contract for each fiscal year thereafter will be requested during the annual budget process starting FY 2026- 2027 as part of the Multi-Year Operational Project IT000.

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

ATTACHMENTS

1. Resolution Esri GIS Agreement and Extension-CAO STAMP

2. CityofVallejo_SGEA_Renewal_quote

3. ERSI Master Agreement For Council Packet

CONTACT
Lance David, Interim I.T. Director (707) 648-5408
[email protected]

RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING THE ESRI (ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE)

SMALL GOVERNMENT ENTERPRISE AGREEMENT (SGEA) AND EXTENSION

AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
WHEREAS, the City of Vallejo currently utilizes the Environmental Systems Research Institute (ESRI) Geo-Spatial Information Systems (GIS) platform for enterprise-wide mapping, permitting, engineering, public safety, infrastructure management, and public-facing mapping services; and
WHEREAS, the ESRI Small Government Enterprise Agreement (SGEA) provides ArcGIS Enterprise software and extensions, ArcGIS Online user types, service credits, maintenance, and technical support necessary to support City operations across multiple departments; and WHEREAS, ESRI has provided Quotation No. Q-561472, dated November 4, 2025, for a three- year Small Government Enterprise Agreement annual subscription in the amount of $90,300 per year, for a total not-to-exceed amount of $270,900; and WHEREAS, the three-year extension of the term of the Agreement ensures continuity of critical GIS services used by Public Works, Water, Police, Fire, Planning, Information Technology, the City Clerk, and other City departments; and
WHEREAS, sufficient funds are included in the Departments operating budget for the annual subscription cost.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby approves the Small Government Enterprise Agreement (SGEA) and extension with Environmental Systems Research Institute (ESRI) for a three-year term in a total amount not to exceed $270,900.

BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement and extension and any related documents necessary to implement the Agreement.

Adopted by the City Council of the City of Vallejo at a regular meeting held on __________, 2026, by the following vote:

Quotation # Q-561472

Date: November 4, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 360338 Contract #

City of Vallejo
Information Technology Dept.
555 Santa Clara St
Vallejo, CA 94590-5922

To expedite your order, please attach a copy of ATTENTION: Alex Lacson this quotation to your purchase order. PHONE: 7076485409 Quote is valid from: 11/4/2025 To: 2/2/2026 EMAIL: [email protected]

Material Qty Term Unit Price Total
193207 1 Year 1 $90,300.00 $90,300.00
Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription 193207 1 Year 2 $90,300.00 $90,300.00
Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription 193207 1 Year 3 $90,300.00 $90,300.00
Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription Subtotal: $270,900.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $270,900.00

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Michael Arias
Email:
[email protected]
Phone:
(909) 793-2853
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

ARIASM This offer is limited to the terms and conditions incorporated and attached herein.

Quotation # Q-561472

Date: November 4, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 360338 Contract #

City of Vallejo
Information Technology Dept.
555 Santa Clara St
Vallejo, CA 94590-5922

To expedite your order, please attach a copy of ATTENTION: Alex Lacson this quotation to your purchase order. PHONE: 7076485409 Quote is valid from: 11/4/2025 To: 2/2/2026 EMAIL: [email protected]

_________________________________________________________________________________________________________________________________ If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request.

If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order.

In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document.

BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $___________, PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK.

Please check one of the following:

___ I agree to pay any applicable sales tax.

___ I am tax exempt, please contact me if exempt information is not currently on file with Esri.

___________________________________________ ________________________ Signature of Authorized Representative Date

___________________________________________
Name (Please Print)

___________________________________________
Title

_________________________________________________________________________________________________________________________________

The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri).

Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Michael Arias
Email:
[email protected]
Phone:
(909) 793-2853
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

ARIASM This offer is limited to the terms and conditions incorporated and attached herein.

Esri Use Only:

Cust. Name
Cust. #
PO #
Esri Agreement #

SMALL ENTERPRISE AGREEMENT

COUNTY AND MUNICIPALITY GOVERNMENT
(E214-4)

This Agreement is by and between the organization identified in the Quotation (“Customer”) and Environmental Systems Research Institute, Inc. (“Esri”).

This Agreement sets forth the terms for Customer’s use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located wi thout reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.

Table A
List of Products
Uncapped Quantities (annual subscription)
ArcGIS Enterprise Software and Extensions
ArcGIS Enterprise (Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS
Network Analyst, ArcGIS Data Reviewer

ArcGIS Enterprise Additional Capability Servers
ArcGIS Image Server

ArcGIS Online User Types
ArcGIS Online Viewer User Type

ArcGIS Enterprise User Types
ArcGIS Enterprise Viewer User Type

Capped Quantities (annual subscription)
ArcGIS Online User Types ArcGIS Enterprise User Types
ArcGIS Online Contributor User Type 50 ArcGIS Enterprise Contributor User Type 50 ArcGIS Online Mobile Worker User Type 200 ArcGIS Enterprise Mobile Worker User Type 200 ArcGIS Online Creator User Type 200 ArcGIS Enterprise Creator User Type 200 ArcGIS Online Professional User Type 50 ArcGIS Enterprise Professional User Type 50 ArcGIS Online Professional Plus User Type 50 ArcGIS Enterprise Professional Plus User Type 50 ArcGIS Pro (Add-on Apps) for ArcGIS Online Creator or
Professional User Type
ArcGIS Pro (Add-on Apps) for ArcGIS Enterprise
Creator or Professional User Type
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
50 each
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
50 each
ArcGIS Online Apps and Other ArcGIS Enterprise Apps and Other ArcGIS Location Sharing for ArcGIS Online 50 ArcGIS Location Sharing for ArcGIS Enterprise 50 ArcGIS Online Service Credits 125,000 ArcGIS Advanced Editing User Type Extension for ArcGIS Enterprise 50

Other Benefits
Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement

Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement (“Ordering Document”). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER’S PURCHASE

ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri’s receipt of an Ordering Document, unless otherwise agreed to by the parties (“Effective Date”).

Term of Agreement: Three (3) years

This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.

Accepted and Agreed:

(Customer)

By:

Authorized Signature

Printed Name:

Title:

Date:

CUSTOMER CONTACT INFORMATION

Contact: Telephone:

Address: Fax:

City, State, Postal Code: E-mail:

Country:

Quotation Number (if applicable):

1.0—ADDITIONAL DEFINITIONS

In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:

“Case” means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational
or functional performance.

“Deploy”, “Deployed” and “Deployment” mean to
redistribute and install the Products and related
Authorization Codes within Customer’s
organization(s).

“Fee” means the fee set forth in the Quotation.

“Maintenance” means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.

“Master Agreement” means the applicable master
agreement for Esri Products incorporated by this
reference that is (i) found at https://www.esri.com/en- us/legal/terms/full-master-agreement and available in
the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement.

“Product(s)” means the products identified in
Table A—List of Products and any updates to the list
Esri provides in writing.

“Quotation” means the offer letter and quotation
provided separately to Customer.

“Technical Support” means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.

“Tier 1 Help Desk” means Customer’s point of
contact(s) to provide all Tier 1 Support within
Customer’s organization(s).

“Tier 1 Support” means the Technical Support
provided by the Tier 1 Help Desk.

“Tier 2 Support” means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.

2.0—ADDITIONAL GRANT OF LICENSE

2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Deploy quantities of the Products listed in
Table A—List of Products for the Term of
Agreement (i) for the applicable Fee and (ii) in
accordance with the Master Agreement.

2.2 Consultant Access. Esri grants Customer the
right to permit Customer’s consultants or
contractors to use the Products exclusively for
Customer’s benefit. Customer will be solely
responsible for compliance by consultants and
contractors with this Agreement and will ensure
that the consultant or contractor discontinues
use of Products upon completion of work for
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer’s benefit is prohibited. Customer may
not permit its consultants or contractors to install
Software or Data on consultant, contractor, or
third-party computers or remove Software or
Data from Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.

3.0—TERM, TERMINATION, AND EXPIRATION

3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration identified in the
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
indefinite or a perpetual license to Products.

3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.

3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
breach by the other party. The breaching party
will have thirty (30) days from the date of written
notice to cure any material breach.

3.4 Termination for Lack of Funds. For an
Agreement with government or government-

owned entities, either party may terminate this
Agreement before any subsequent year if
Customer is unable to secure funding through
the legislative or governing body’s approval
process.

3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.

4.0—PRODUCT UPDATES

4.1 Future Updates. Esri reserves the right to
update the list of Products in Table A—List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.

Customer’s use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.

4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https://support.esri.com/en/other-
resources/product-life-cycle. Updates for
Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.

5.0—MAINTENANCE

The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
https://www.esri.com/en-
us/legal/terms/maintenance). At Esri’s sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.

Customer may acquire maintenance for other
Software outside this Agreement.

a. Tier 1 Support

1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer’s authorized users.

2. The Tier 1 Help Desk will be fully trained in
the Products.

3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.

4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.

5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.

6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.

b. Tier 2 Support

1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.

2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.

3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to

supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.

4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.

5. When the Case is resolved, Tier 2 Support
will communicate the information to Tier 1
Help Desk, and Tier 1 Help Desk will
disseminate the resolution to the user(s).

6.0—ENDORSEMENT AND PUBLICITY

This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer’s
endorsement of Products. Either party may publicize
the existence of this Agreement.

7.0—ADMINISTRATIVE REQUIREMENTS

7.1 OEM Licenses. Under Esri’s OEM or Solution
OEM programs, OEM partners are authorized to
embed or bundle portions of Esri products and
services with their application or service. OEM
partners’ business model, licensing terms and
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Products under this Agreement.

Customer will not decouple Esri products or
services from the OEM partners’ application or
service.

7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days
prior to the expiration of this Agreement,
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report.

8.0—ORDERING, ADMINISTRATIVE

PROCEDURES, DELIVERY, AND

DEPLOYMENT

8.1 Orders, Delivery, and Deployment

a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days before the
annual anniversary date for each year.

b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer’s access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past-due balance.

c. Esri’s federal ID number is 95-2775-732.

d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.

8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.

a. All orders pertaining to this Agreement will be
processed through Customer’s centralized point
of contact.

b. The following information will be included in
each Ordering Document:

(1) Customer name; Esri customer number, if
known; and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due

9.0—MERGERS, ACQUISITIONS, OR

DIVESTITURES

If Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer’s acquisition of another entity; or (iii) a transfer or sale of all or part of Customer’s
organization (subsections i, ii, and iii, collectively
referred to as “Ownership Change”). There will be
no decrease in Fee as a result of any Ownership
Change.

9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.

9.2 If an Ownership Change results in transfer or
sale of a portion of Customer’s organization, that
portion of Customer’s organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.

9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.

Master Agreement
Products and Services

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Revised August 1, 2025
IMPORTANT—READ CAREFULLY

Unless superseded by a signed license agreement between you and Esri, Esri is willing to provide Esri Offerings and Services to you only if you accept all terms and conditions contained in this Agreement as the sole and final agreement of the parties regarding your acquisition of these Esri Offerings and Services. Please read the terms and conditions carefully. You may not use the Esri Offerings unless you agree to the terms and conditions of the Agreement. Your access and use of Esri Offerings, or Services, constitutes your acceptance of the terms and conditions of this Agreement. If you do not agree, contact your local sales representative prior to making your purchase.

This Master Agreement (“Agreement”) is between you (“Customer”) and Environmental Systems Research Institute, Inc. (“Esri”), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA.

Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section.

1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS

1.1 Grant of Rights. In consideration of Customer’s payment of all applicable fees and in accordance with this Agreement, Esri

a. Provides Services as set forth in this Agreement;
b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer’s own internal use in conjunction with Customer’s authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work:

“Portions of this document include intellectual property of Esri and its licensors and are used under license.

Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved.”

The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment B.

1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer’s benefit and (ii) use Esri Offerings exclusively for Customer’s benefit. Customer will be solely responsible for its consultants’ and contractors’ compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer’s benefit is prohibited.

1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved.

1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as needed to provide Esri Offerings and Services to Customer.

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2.0 SOFTWARE AND ONLINE SERVICES

2.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

a. “Anonymous Users” means all who have public access (i.e., without having to provide a Named User Credential) to any part of Customer Content or Customer’s Value-Added Applications. b. “App Login Credential(s)” means a system-generated application login and associated password, provided when registering a Value-Added Application with Online Services, which when embedded in a Value-Added Application allows the Value-Added Application to access and use Online Services. c. “Commercial App Deployment License” means a license to distribute Value-Added Applications to third parties for a fee.
d. “Concurrent Use License” means a license to install and use Software on computer(s) on a network, provided that the number of simultaneous users may not exceed the number of licenses acquired. A Concurrent Use License includes the right to run passive failover instances of Concurrent Use License management software in a separate operating system environment for temporary failover support. e. “Deployment License” means a license to incorporate ArcGIS Runtime components in Value-Added Applications and distribute Value-Added Applications to Customer’s end users. f. “Deployment Server License” means a license to use Software under a Server License for all uses permitted in this Agreement and as described in the Documentation. g. “Development Server License” means a license to use Software under a Server License only to build and test Value-Added Applications as described in the Documentation. h. “Development Use” means the right to install and use Products to build and test Value-Added Applications as described in the Documentation.
i. “Failover License” means a license to install Software on redundant systems for failover operations, but the redundantly installed Software may be operational only during the period the primary site is nonoperational.

Except for system maintenance and updating of databases, the redundant Software installation(s) will remain dormant while the primary site (or any other redundant site) is operational. j. “Named User(s)” is Customer’s employee, agent, consultant, or contractor to whom Customer has assigned a unique, secure login credential (identity) enabling access to a Product that requires such identity in order to access identity-managed capabilities within a Product for Customer’s exclusive benefit. For educational use, Named Users may include registered students.
k. “Named User Credential(s)” means an individual person’s login and associated password enabling that person to access and use Products.
l. “Named User License” means the right for a single Named User to use a specific Esri Offering. m. “Online Services Subscription” means a limited-term subscription conveying the right for one or more Named Users to access and use Online Services.
n. “Redistribution License” means a license to reproduce and distribute Software provided that

1. Customer reproduces and distributes the Software in its entirety;

2. A license agreement that protects the Software to the same extent as this Agreement accompanies each copy of the Software, and the recipient agrees to the terms and conditions of the license agreement;

3. Customer reproduces all copyright and trademark attributions and notices; and

4. Customer does not charge a fee to others for the use of the Software.

o. “Server License” means a license to install and use Software on any computer being used as a server.

Server Licenses may be subject to a limited number of server cores or distributed deployment on multiple servers as described in the Ordering Documents or Documentation. If the Software description includes failover use rights, each Server License includes a Failover License. p. “Sharing Tools” means publishing capabilities included with Customer’s authorized use of Online Services or ArcGIS Enterprise that allow Customer to make Customer Content and Value-Added Applications available to third parties or Anonymous Users.
q. “Single Use License” means a license for a single authorized end user to install and use Software on a single computer. The single authorized end user may also install a second copy for the end user’s exclusive use on a second computer as long as only 1 copy of Software is in use at any time. No other end user may use Software under the same license at the same time for any other purpose.

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r. “Staging Server License” means a license to use Software under a Server License to build and test Value- Added Applications and map caches; conduct user acceptance, performance, and load testing of other third- party software; stage new commercial data updates; and conduct training activities as described in the Documentation. Customer may use Value-Added Applications and map caches with Development and Deployment Server Licenses.

2.2 License and Subscription Types. Esri provides Products under one or more of the license or subscription types identified in the definitions above. The Documentation or Ordering Documents identify which license or subscription type(s) applies to the ordered Products.

2.3 Software Terms of Use.

a. Customer may

1. Install, access, or store Software and Data on electronic storage device(s);

2. Make archival copies and routine computer backups;

3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed Customer’s licensed quantity; thereafter, Customer will not use more Software in the aggregate than Customer’s total licensed quantity. This concurrent use right does not apply to Software licensed for Development Use;

4. Move Software in the licensed configuration to a replacement computer;

5. Distribute Software and any associated Authorization Codes required for use of a Deployment License to third parties; and

6. Governmental or not-for-profit organizations that operate a website or offer Internet services may use server Software for revenue-generating purposes on a cost-recovery basis and not for profit.

b. Customer may customize Software using any macro or scripting language, APIs, or source or object code libraries but only to the extent that such customization is described in the Documentation. c. Customer may use all fonts provided with Software for any authorized use of the Software. Customer may also use Esri fonts separately to print any output created by the Software. Any use restrictions for third-party fonts included with the Software are set forth in the font file itself. d. Esri publishes Product-Specific Terms of Use at https://www.esri.com/legal/scope-of-use.

2.4 Online Services Terms of Use.

a. Online Services Descriptions. Esri publishes Product-Specific Terms of Use at https://www.esri.com/legal/scope-of-use. Use of Online Services is also subject to the Cloud Services terms found in Attachment B.
b. Modifications of Online Services. Esri may change Online Services and associated APIs at any time, subject to 30 days’ notice of material changes and 90 days’ notice for deprecations. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Customer’s operations, Esri may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services.

If a viable solution is not commercially reasonable, Customer may cancel its subscription to Online Services, and when applicable, Esri will issue a prorated refund. c. Sharing Customer Content. Sharing Customer Content using Sharing Tools enables third parties to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Customer Content through Online Services. Esri is not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from use or misuse of Sharing Tools. Customer’s use of Sharing Tools is at Customer’s sole risk.

2.5 Named User Licenses. Except as expressly set forth in this Agreement, the following terms apply to Software and Online Services for which Customer acquires Named User Licenses.

a. Named Users.

1. Named User login credentials are for designated users only and may not be shared with other individuals.

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2. Customer may reassign a Named User License to another user if the former user no longer requires access to the Software or Online Services.

3. Customer may not add third parties as Named Users, other than third parties included within the definition of Named Users.

b. Anonymous Users. Anonymous Users may only access Software or Online Services through Value-Added Applications that provide access to services or Content, that has been published for shared access through the use of Sharing Tools.

2.6 Value-Added Applications.

1. Customer is responsible for the development, operation, and technical support of Customer Content and Value-Added Applications.

2. Customer may not embed a Named User Credential into Value-Added Applications. Value-Added Applications that enable access to Customer Content that is not publicly shared through the use of Sharing Tools must require individual users to log in to the application(s) with their unique Named User login credentials.

3. Customer may embed an App Login Credential into Value-Added Applications that provide access by Anonymous Users to services or Content, that has been published for shared access by Anonymous Users through the use of Sharing Tools.

4. Customer may not embed an App Login Credential into Value-Added Applications that enables access to Customer Content that is not publicly shared through the use of Sharing Tools. Value-Added Applications that enable access to Customer Content that is not publicly shared through the use of Sharing Tools must require individual users to log in to the application(s) with their unique Named User login credentials.

5. Customer may not provide a third party, other than third parties included within the definition of Named Users, with access to Software or Online Services, other than through Customer’s Value-Added Application(s).

6. Customer may transfer Value-Added Applications to any third party for use in conjunction with the third party’s own Software license or Online Services Subscription.

7. Customer is responsible for ensuring that the access or use of Esri Offerings within its Value-Added Applications complies with the legal and regulatory requirements in all jurisdictions in which the Value- Added Applications are made available.

2.7 Limited-Use Programs.

a. Trial, Evaluation, and Beta Programs. Products acquired under a trial, evaluation, or Beta program are licensed for evaluation and testing purposes only and not for commercial use. Any such use is at Customer’s own risk, and the Products do not qualify for Maintenance. If Customer does not convert to a purchased license or subscription prior to the expiration of the trial, evaluation, or Beta license, Customer may lose any Customer Content and customizations made during the license term. If Customer does not wish to purchase a license or subscription, Customer should export such Customer Content before the license expires. b. Educational Programs. Customer agrees to use Products provided under an educational program solely for educational purposes during the educational use Term. Customer shall not use Products for any Administrative Use unless Customer has acquired an Administrative Use license. “Administrative Use” means administrative activities that are not directly related to instruction or education, such as asset mapping, facilities management, demographic analysis, routing, campus safety, and accessibility analysis. Customer shall not use Products for revenue-generating or for-profit purposes. c. Grant Programs. Customer may use Products provided under a grant program for noncommercial purposes only. Except for cost recovery of using and operating the Products, Customer shall not use Products for revenue-generating or for-profit purposes.
d. Other Esri Limited-Use Programs. If Customer acquires Products under any limited-use program not listed above, Customer’s use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form or as described on Esri’s website in addition to the nonconflicting terms of this Agreement.

3.0 DATA

3.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

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a. “Business Listing Data” means any dataset that includes a list of businesses and may include other associated business attributes.
b. “Esri Content Package(s)” means a digital file containing Online Services basemap Data extracted from the Online Services.
c. “Street Data” means Data that includes or depicts information about roads, streets, and related features.

3.2 Permitted Uses.

a. Unless otherwise authorized in writing, Customer may only use Data with the Products for which Esri has provided the Data.
b. Subject to the restrictions set forth in this Agreement and provided that Customer affixes an attribution statement to the Data representations acknowledging Esri or its applicable licensor(s) as the source of the portion(s) of the Data used for the Data representation, Customer may:

1. Create representations of Data in hard-copy or static, electronic format (e.g., PDF, GIF, JPEG, HTML); in ArcGIS Web Maps; or in Esri Story Maps apps for the purposes of visualizing Data (including basic interactions such as panning, zooming, and identifying map features with simple pop-ups); and

2. Use and include such representations of Data in presentation packages, marketing studies, or other reports or documents containing map images or data summaries derived from the use of Esri Products to third parties.

c. Customer may take Online Services basemaps offline through Esri Content Packages and subsequently deliver (transfer) them to any device for use with licensed ArcGIS Runtime applications and ArcGIS Desktop.

Customer may not otherwise scrape, download, or store Data. d. Customer may make any internal use of geocoded results that are obtained and stored in compliance with this Agreement. Customer may not redistribute geocoded results except to (i) use and/or display on a map in connection with Customer’s public, non-revenue generating website(s), (ii) permit access to third-parties for the purposes of Customer’s business, or (iii) deliver to third parties, on a noncommercial/non-revenue generating basis, static results, static output or static base map renderings.

3.3 Use Restrictions.

a. Customer may not act directly or authorize its customers to cobrand Data, use Data in any unauthorized service or product, or offer Data through or on behalf of any third party. b. Customer may not use or allow third parties to use Data, for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party.
c. Business Listing Data. Unless authorized in writing, Customer may not use Business Listing Data for any direct marketing purposes, resale publication, or distribution to any third party as part of any mailing list, directory, classified advertising, or other compilation of information. d. Street Data. Customer may use Street Data for mapping, geocoding, routing, and transportation network analysis purposes. Unless otherwise authorized in writing, Customer may not use Street Data for

1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning of an upcoming turn or calculating an alternate route if a turn is missed;

2. Synchronized multivehicle routing; or

3. Synchronized route optimization.

e. Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on a mobile device for use in conjunction with its use of ArcGIS Business Analyst Server. Customer may not otherwise cache or download such Data.
f. Partial Dataset Licenses: If Customer orders a subset of a dataset (e.g., a country, region, state, or local portion of a global database), Customer may use only the licensed subset, not any other portion of the full dataset.

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g. Michael Bauer Research International Boundaries Data (“MBR Data”). Customer’s right to use data downloaded to Customer’s premises (e.g., MBR Data stored in ArcGIS Enterprise, ArcGIS Desktop) terminates 2 years after download.
h. Customer may not use Data outside of the Software and Online Services to teach or train machine systems, models, software, databases, algorithms, and programs, including neural networks (“AI/ML Systems”) that learn from experience, adjust to new inputs, and perform humanlike tasks, which allow those systems to sense, comprehend, act and learn.

3.4 Supplemental Terms and Conditions for Data. Certain Data licensors require Esri to flow down additional attribution requirements and terms of use to Customer. These terms supplement and amend the terms of this Agreement and are available at www.esri.com/legal/third-party-data.

4.0 MAINTENANCE

4.1 US Customers. Esri will provide Maintenance for Software and Online Services in accordance with the Esri Maintenance and Support Program and this Agreement if Customer is in the United States.

4.2 Customers outside the United States. Customer may obtain maintenance services from their local Esri authorized distributor under the authorized distributor’s own standard support policy and in accordance with the Esri Product Life Cycle Support Policy.

5.0 PROFESSIONAL SERVICES

5.1 Definition. The following definition supplement the definitions provided in Attachment A:

a. “Professional Service Package(s)” means a predefined unit of Professional Services, provided at a firm fixed price.

5.2 Permitted Uses. Customer may use, copy, and modify Deliverables solely in conjunction with Customer’s authorized use of Products.

5.3 Task Orders and Project Schedule.

a. Esri will provide Professional Services and Deliverables as specified in the Task Order. b. Each Task Order will reference this Agreement and specify the commencement date and, if known, the period of performance.
c. Task Orders may have the format shown in Attachment C or any other agreed-upon format. d. Each party will identify, in writing, the project manager who is responsible for Professional Services and Deliverables described in Task Orders. By written notice to the other party’s technical administrator, either party may replace the project manager at any time with a similarly qualified person. e. Other than pricing and descriptions of Professional Services to be performed, terms and conditions in a Task Order are not binding unless both parties have signed the Task Order. The terms of a signed Task Order take precedence over conflicting terms in this Agreement.

5.4 Ownership of Deliverables. Esri or its licensors own and retain ownership of Deliverables.

5.5 Acceptance.

a. For Firm Fixed Price Task Orders. Unless otherwise agreed to in the applicable Task Order, Customer will complete its acceptance review within 10 working days of receiving each Deliverable and classify the Deliverables as follows:

1. “DELIVERABLE ACCEPTED” means a Deliverable conforming to the applicable Task Order with no more than minor nonconformities.

2. “DELIVERABLE ACCEPTED WITH REWORK” means a Deliverable substantially conforming to the applicable Task Order but having a significant number of identified nonconformities and accepted subject

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to rework by Esri. Esri will rework the Deliverable for the identified nonconformities and resubmit it within 30 days. Customer will rerun its acceptance review for the nonconformities detected in the initial review within 10 working days of such resubmission and will reclassify the Deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED.

3. “DELIVERABLE REJECTED” means a Deliverable that fails to substantially conform to applicable Task Order(s). Esri will rework the Deliverable and resubmit it to Customer within 30 days, at which time Customer will have 10 working days to rerun its acceptance review and reclassify the deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED.

Customer may not use any Deliverable in its business operations before acceptance as described in a.1 or a.2. If Customer does not notify Esri in writing within 10 working days after delivery that it has classified the Deliverable as ACCEPTED WITH REWORK or REJECTED in accordance with a.2 or a.3, or if Customer uses the Deliverable in its business operations, the Deliverable will be deemed, as of the first of either of these events to occur, to have been accepted.
b. For Task Orders with Professional Service Packages. Professional Services that Esri performs under Professional Service Packages will be deemed accepted unless Customer notifies Esri within 10 days after performance. Customer may purchase additional Professional Service Packages as needed to complete Customer’s work requirements.
c. For Time and Materials Task Orders. Professional Services are provided strictly on a time and materials basis subject to the Task Order not-to-exceed funding limit. The Professional Services provided will be deemed accepted and in compliance with the professional and technical standards of the software industry unless Customer notifies Esri within 10 days after performance. Deliverables produced under a time and materials Task Order are consulting hours only will not be subject to acceptance testing.

5.6 Warranty for Deliverables. Esri warrants to Customer that firm fixed price Deliverables materially comply with Specifications for a period of 90 days from acceptance, subject to the limitations and disclaimers of liability set forth in the “Limited Warranties and Disclaimers” section of Attachment B.

5.7 Changes. The parties may make changes within the general scope of a Task Order by mutual agreement. To document any agreed-to scope changes within the general scope of the Task Order that affects the cost or time required to provide a Deliverable, the parties will jointly sign a written amendment to the Task Order that includes an equitable adjustment in the price, schedule, or both.

5.8 Customer Termination for Convenience. Customer may terminate any Task Order at any time upon 30 days’ written notice to Esri and upon payment to Esri of all amounts due to date pursuant to this Agreement, including reasonable expenses incurred as a direct result of the termination and the pro rata contract price for the Task Orders affected.

5.9 Payment; Invoices.

a. For Firm Fixed Price Task Orders. Unless otherwise specified in a Task Order, Esri will prepare and submit monthly invoices based on the percentage of completion for each Deliverable as of the end of the preceding month. Upon acceptance of all Deliverables under a Task Order, the unpaid balance of the total Task Order value is due.
b. For Professional Service Packages. Esri will submit an invoice for Professional Service Packages on receipt of an agreed-upon Task Order. Esri may, at its sole discretion, stop work to avoid exceeding the total labor hours or number of days allotted in the applicable Professional Service Package description set forth in the applicable scope of work. Professional Service Packages expire if not used within 12 months of the Esri invoice date.
c. For Time and Materials Task Orders.

1. Esri will submit to Customer written monthly invoices to the Customer address provided in the Task Order. The invoices will include the payment due for work performed, including travel time, and any other direct costs (ODCs) incurred as authorized under a Task Order. The amount invoiced for labor will be equal to the number of hours expended during the previous month, multiplied by the applicable labor rates. Esri will invoice meals on a per diem basis in accordance with the full daily limits specified on the

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government Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm. Esri may escalate hourly labor rates for Services; any increase in the first 5 years will not exceed 5 percent per year. Esri will invoice ODCs, including travel-related expenses incurred, plus a 15 percent burden.

2. Esri may reallocate the budget between activities, labor categories, and ODCs as necessary to facilitate the work effort, provided the overall price is not exceeded. If Esri reaches the funded not-to-exceed Task Order value and the activities are not completed, Customer may increase the order funding to allow additional work to be performed, or Esri may stop work without further obligation or liability.

5.10 System and Data Access. Each Task Order will specify any requirement for Customer to give Esri personnel access to Customer’s systems or data.

6.0 ESRI MANAGED CLOUD SERVICES

6.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

a. “Esri Managed Cloud Services Environment” means the hardware, Software, Data, and network platform that Esri or its third-party supplier provides as part of Esri Managed Cloud Services. b. “Hosting” means the business of housing and making accessible Customer Content via the Internet.

6.2 Provision of Esri Managed Cloud Services.

a. General Terms. Use of Esri Managed Cloud Services is subject to the Cloud Services terms found in Attachment B of this Agreement.
b. Requirements Planning. It is Customer’s responsibility to plan for and address with Esri changes to Customer’s requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability.
c. Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Task Order execution. Thereafter, Esri will invoice Customer monthly for the Esri Managed Cloud Services to be provided the following month. Customer will pay invoices within 30 days of receipt. Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of Customer Content from the Esri Managed Cloud Services Environment. This paragraph does not apply to Esri Managed Cloud Services provided under the Advantage Program (see the section entitled “Advantage Program” in this Agreement).
d. Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is Customer’s sole responsibility to maintain regular backups of Customer Content. Risk of loss for the Esri Managed Cloud Services Environment shall at all times remain with Esri. e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, Customer shall notify Esri if Customer Content includes personally identifiable information. f. Public Software. Customer may not use, and may not authorize its end users or contractors to combine or use any Esri Offerings with any software (including any underlying dependencies), documentation, or other material distributed under an open source or other similar licensing or distribution model that requires as a condition of such model that any component of the Esri Offering to be (1) disclosed or distributed in source code form, (2) made available free of charge to third parties, or (3) modifiable without restriction by third parties.
g. Monitoring. Customer will provide information and other materials related to its Customer Content as reasonably requested by Esri or its Hosting partner to verify Esri’s or Customer’s compliance with this Agreement. Esri or its Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement.

7.0 TRAINING

7.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

a. “Customer-Supplied Training Data” means any digital dataset(s) including, but not limited to, geographic vector data, coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in training.

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b. “Esri Academy LMS Integration Subscription” means an optional term-limited subscription to Esri Academy enabling a specific number of unique Customer student(s) access to Self-Paced E-Learning through the customer’s Learning Management System.
c. “Esri E-Learning Content (SCORM Format) License” means an optional term-limited license that provides Esri customers with Esri’s e-learning content in SCORM (Shareable Content Object Reference Model) format to import into their Learning Management System.
d. “Esri Mobile Lab” means a service in which Esri will deliver and set up a training environment at the Customer’s site for use in conjunction with scheduled Esri Training Events only. The Esri Mobile Lab will include certain hardware, software, power cords, and network switches necessary for the instructor to set up the environment.
e. “Esri Training Event(s)” means an Esri site class, Esri instructor-led online class, a Customer site/private class, workshop, or coaching services.
f. “Esri Training Representative” means Customer’s primary Esri liaison in organizing private Esri Training Events.
g. “Student(s)” means a Customer employee or agent who is a registered participant in a specific Esri Training Event or Training-related services. If Customer is an individual, then Student means Customer. h. “Training Pass” means a nonrefundable, nontransferable block of prepaid training days with a fixed price per day throughout the Term of the Training Pass.
i. “Esri Mobile Router” means a service in which Esri will deliver and setup a mobile router at the Customer’s site for use in conjunction with a scheduled Esri Training Event only. The mobile router provides high-speed wireless internet access needed to run the Esri Training Event. j. “Learning Management System” or “LMS” shall mean third-party software acquired separately by Customer that allows Customer to consume E-Learning Content (SCORM Format) for the purpose of re- serving it to the Customer’s internal employees.

7.2 Permitted and Prohibited Uses.

a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the Training course for which the Training Materials are provided. b. Customer may reproduce copies of Training Materials for registered Students. c. Customer may not and may not permit any Student to (i) separate the component parts of Training Materials for any use or (ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products as Training Materials under the terms of this Agreement.

Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Esri Training Event.
e. Customer will retain ownership of any Customer-Supplied Training Data.

7.3 Esri’s Responsibilities.

Esri will

a. Provide an instructor qualified to conduct Training; b. Provide all necessary Training Materials for Student; and c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date. Esri will only confirm Student registrations that include a payment method. Registrations without a confirmed payment method are placed on the reservation waiting list. All reservations on the waiting list are subject to availability.

Customer site/Private class and coaching services confirmation is also dependent on receipt of the completed Customer site training request form.

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7.4 Customer’s Responsibilities.

Customer will

a. Ensure that all Students have received confirmation from Esri to participate in an Esri Training Event. Esri reserves the right to disconnect any Student who permits unregistered student access to an online classroom Esri Training Event. In such case, the full Esri Training Event fee will be invoiced and payable; b. Ensure that all Students meet the minimum prerequisites for the applicable Esri Training Event as listed on Esri’s training website;
c. Submit Student registrations with payment method information at least 15 business days before the scheduled start date;
d. Provide the Esri Training Representative with a list of names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance with the US embargoed country lists and the various US Government Lists of Parties of Concern or Specially Designated Nationals lists;
e. For classes held at the Customer-designated facility, complete a client-site training request form; consult with Esri personnel to determine classroom, computer, and network requirements; and provide all such required classrooms, computers, and network access;
f. Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement; and g. Assume full liability and responsibility for Student attending Training course(s) under this Agreement. h. If the Esri Mobile Lab or Mobile Router is used, Customer will

1. Take delivery of the Esri Mobile Lab or Mobile Router from the shipping agent, and keep it in a secure, locked area at all times;

2. Immediately report any previously damaged Esri Mobile Lab or Mobile Router equipment to the Esri Training Representative upon receipt of the shipment; and

3. Be financially responsible for loss of, damage to, or theft of Esri Mobile Lab or Mobile Router equipment while in Customer’s possession.

7.5 Student Registration and Training Event Change Policy.

a. Customer will provide advance written notice to Esri Customer Service at [email protected] to reschedule or cancel any Esri Training Event or to substitute a student in a scheduled Esri Training Event. b. A replacement Student must be from the same Customer organization as the Student being replaced. c. If Customer reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri will charge Customer 50 percent of the fee plus the cost of the rescheduled Esri Training Event. d. If Customer (i) cancels an Esri Training Event 3 or fewer days before the scheduled start date without concurrently rescheduling or (ii) is absent without notice from the Esri Training Event, Customer will be liable for the full Esri Training Event fee.
e. If cancellation of an Esri Training Event is necessary due to causes beyond the party’s reasonable control, the affected party may reschedule or cancel the Esri Training Event without incurring any liability. f. Termination of Agreement. Students who are currently registered for an Esri Training Event as of the date of termination of this Agreement may attend the scheduled Esri Training Event, subject to the terms and conditions of this Agreement.

7.6 Invoicing; Prepaid Fees.

a. Esri will invoice Customer upon completion of the Esri Training Event or on purchase of a Training Pass. On Customer request, Esri will invoice in advance for an Esri Training Event. b. If Customer is invoiced and pays that invoice prior to the scheduled Esri Training Event, then Customer has 1 year from the date of the invoice to consume training days. For a multiyear order, training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited. c. Training Pass policies and redemption rates are described at https://www.esri.com/training/training-for- organizations/.

This section 7.6 does not apply to Training provided under the Advantage Program.

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7.7 Availability and General Provision of Wireless Service.

a. Esri will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to wireless service interruptions or unavailability.

7.8 Esri E-Learning in the Customer’s Learning Management System.

a. Esri E-Learning Content (SCORM format) License, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/scorm-terms-and-conditions.pdf b. Esri Academy LMS Integration Subscription, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/lms-terms-and-conditions.pdf

8.0 ADVANTAGE PROGRAM

8.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

a. “Activity Description” means a mutually agreed upon written statement that confirms the number of Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri to begin work based on such estimate. The Activity Description serves as the Task Order for Services provided under the Advantage Program.
b. “Advantage Program” means either Advantage Program, as described at www.esri.com/services/eeap/components, or the Advantage Program for Partners, as described at www.esri.com/partners/bpap/components.
c. “Authorized Contact” means Customer’s point of contact for the Advantage Program identified below. d. “Learning and Services Credits” means a contracted unit of exchange that Customer may use to acquire Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses as described below.
e. “Premium Support Services” or “PSS” means a prioritized incident management and technical support program further described at https://support.esri.com/en/support/premium. f. “Advisor” means an Esri consultant assigned to work with Customer to provide Professional Services such as advising Customer on GIS strategies, facilitating annual planning, and developing and coordinating a collaborative work plan under the Advantage Program.

8.2 Advantage Program Description. The Advantage Program is provided on an order-by-order, annual subscription basis and provides strategy and planning support in addition to a menu of items including Professional Services, Training, PSS, and Esri Managed Cloud Services that Customer can select to best meet its needs with guidance from Advisor. The Advantage Program may change from time to time. The Advantage Program includes the following:

a. Advisor. Customer will receive up to the number of Advisor hours ordered. Customer may elect to retain additional Advisor hours for a supplemental price.
b. Annual Planning Meeting. A 1-day annual planning meeting is included. c. Work Plan. A collaboratively developed document is designed to drive the program’s implementation through definition of Customer’s GIS vision, goals, and objectives. d. Learning and Services Credits. Customer will receive the number of Learning and Services Credits ordered.

Customer may use the credits toward any combination of Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses. Customer may order, for an additional price, additional Learning and Services Credits. Learning and Services Credits may be exchanged as described at the applicable Advantage Program website. Esri will provide a monthly report outlining usage of Learning and Services Credits to date to the Authorized Contact.
e. Technology Webcasts. Esri will provide an email invitation to the Authorized Contact for webcasts presenting business and technical information related to enterprise GIS. f. No Project Services. The Advantage Program is not designed for Esri to provide project-specific Professional Services such as custom application or database development for solutions or applications. Esri will not provide these types of Professional Services under the Advantage Program and does not warrant that Deliverables provided under an Advantage Program will comply with Specifications.

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8.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact.

(to be completed by Customer):

Contact Name:

Address:

City, State, ZIP:

Email:

Telephone:

Fax:

8.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the Advantage Program term.

8.5 Authorization of Learning and Services Credits Use. Customer will contact its account manager or Advisor to consume Learning and Services Credits for a particular request. Esri will submit an Activity Description by email to Customer for confirmation and authorization to use Learning and Services Credits. Customer may authorize the consumption of Learning and Services Credits by submitting an email. Esri will begin work and deduct the estimated credit amount stated in the Activity Description from the unused Learning and Services Credits available.

8.6 Activity Descriptions for Esri Managed Cloud Services. The Activity Description for Esri Managed Cloud Services orders must include the following:

a. The Esri Managed Cloud Services Term. The time period in which Esri provides the Esri Managed Cloud Services to Customer. The Esri Managed Cloud Services term does not begin until setup and deployment of the data and application are complete.
b. Targeted System Availability. The minimum percentage of time that Customer has external access to the application and associated Customer Content through the Internet. Examples of supported levels of system availability are 95 percent, 99 percent, and 99.9 percent. Not all Esri Managed Cloud Services offerings include a Targeted System Availability.
c. Number of Anticipated Requests. A The number of requests made by an end user through a client (e.g., desktop computer, web application, mobile device) and sent to a server(s) that is set up in the Esri Managed Cloud Services Environment by Esri and performs computational tasks on behalf of the end user. An example of a common request used in a GIS is a map request. A map request is made every time a user pans, zooms, or queries a map service.
d. Amount of Data Storage. The storage capacity required to retain digital data, which is to be used and consumed in Customer GIS applications or Cloud Services. e. Learning and Services Credits Consumption. The price for the Esri Managed Cloud Services in Learning and Services Credits.

The Data storage location may be defined in the Activity Description.

8.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Travel expenses will include a 15 percent burden, and meal per diem will be determined in accordance with the full daily limits specified on the government Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm. Customer will use Learning and Services Credits for travel and per diem expenses.

8.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Credits are consumed prior to completion of the requested work. Customer may elect to direct the use of additional Learning and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stop work on such requested work. Esri reserves the right to stop work if Customer has consumed all its Learning and Services Credits.

8.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will be subject to Esri’s review and approval to ensure alignment with the intent of the program.

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8.10 Invoicing.

a. Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning and Services Credits, or Advisor services upon receipt of Customer’s order. Subsequently, Esri will invoice annually at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extend the Advantage Program subscription for a subsequent annual term upon receipt of Customer’s payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services upon receipt of Customer’s order.
b. Pricing for program renewals and new or additional Services will be in accordance with Esri’s standard pricing at the time of purchase or renewal.

8.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription:

a. Services will end as of the expiration or termination date stated; and b. Unless either party terminates the Advantage Program subscription for cause, Customer may apply any unused Learning and Services Credits toward any Professional Services, Training, PSS, or related travel expenses that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within 3 months after the termination or expiration date. Any other unused Learning and Services Credits will expire 30 days after the expiration or termination date; if Customer renews the Advantage Program subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 years from the purchase date or termination of this Agreement, whichever comes first.

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ATTACHMENT A

GLOSSARY OF TERMS

The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers.

Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement.

“Affiliate” means any entity that directly or indirectly (i) Controls; (ii) is Controlled by; or (iii) is under common Control with a party, where “Control” means having more than 50 percent of the voting stock or other voting interest in the Controlled entity.

“API” means application programming interface.

“ArcGIS Website” means www.arcgis.com and any related or successor websites.

“Authorization Code(s)” means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings.

“Beta” means any alpha, beta, or other prerelease version of a Product.

“Cloud Services” means Online Services and Esri Managed Cloud Services.

“Content” means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connection with Esri Offerings and Services.

“Control” means having more than 50 percent of the voting stock or other voting interest in the Controlled entity.

“Customer Content” means any Content that Customer provides, uses, or develops in connection with Customer’s use of Esri Offerings or Services, including Value-Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri.

“Data” means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers independently.

“Deliverables” means anything that Esri delivers to Customer as a result of performance of Professional Services.

“Documentation” means all user reference documentation that Esri provides with a Deliverable or an Esri Offering.

“Esri Managed Cloud Services” means a Customer-specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Customer or Customer’s end users via the Internet.

“Esri Offering(s)” means any Product or Documentation. If Esri provides Training or Professional Services directly to Customer, then Esri Offerings also include Deliverables and Training Materials. Esri Offerings exclude Services and Third-Party Content.

“GIS” means geographic information system.

“Maintenance” means a subscription program that Esri provides and that entitles Customer to Product updates and other benefits such as access to technical support and self-paced, web-based learning resources.

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“Malicious Code” means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.

“Online Services” means any commercially available, Internet-based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content.

“Ordering Document(s)” means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task Order, or other document identifying Esri Offerings, updates, or Services that Customer orders.

“Perpetual License” means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement.

“Product(s)” means Software, Data, and Online Services.

“Professional Services” means any development or consulting services that Esri provides to Customer.

“Sample(s)” means sample code, sample applications, add-ons, or sample extensions of Products.

“Service(s)” means Maintenance. If Esri provides Esri Managed Cloud Services, Training, or Professional Services directly to Customer, then Services also include Esri Managed Cloud Services, Training, and Professional Services.

“Software” means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies.

“Specification(s)” means (i) the Documentation for Software and Online Services, (ii) the scope of work set forth in any Task Order, or (iii) Esri’s published course descriptions for Training.

“Subscription” means a license for use of an Esri Offering for a limited time period or a right to receive Services for a limited time period.

“Task Order(s)” means an Ordering Document for Services.

“Term License” means a license for use of an Esri Offering for a limited time period (“Term”).

“Third-Party Content” means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri’s website.

“Training” means (i) Product training or (ii) related training that Esri provides under this Agreement.

“Training Materials” means digital or printed Content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, assessments, and exams.

“Value-Added Application(s)” means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services.

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ATTACHMENT B

GENERAL TERMS AND CONDITIONS

The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement.

ARTICLE B.1—GENERAL USE RESTRICTIONS

Except as expressly permitted in this Agreement, Customer will not

a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings; b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or Dynamic Link Libraries; c. Distribute Authorization Codes to third parties;
d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri’s or a third-party’s rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g. Remove or obscure any Esri or its licensors’ patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation;
h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings;
j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or
k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open-source or open-database license terms (e.g. GPL) that require any part of the Esri Offering to be subject to additional terms, for example

1. Disclosed in source code form to third parties;

2. Licensed to third parties for the purpose of making derivative works; or

3. Redistributable to third parties at no charge; or

l. Generate revenue by providing access to Software or Online Services through a Value-Added Application.

These restrictions will not apply to the extent that they conflict with applicable law or regulation.

ARTICLE B.2—TERM AND TERMINATION

B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement.

B.2.2 If Esri terminates this Agreement following Customer’s breach, then Esri may also, at its election, terminate Customer’s licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or convenience, then Customer may, at its election, also terminate Customer’s licenses or subscriptions to Esri Offerings.

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B.2.3 Upon any termination or expiration of a license or subscription, Customer will

a. Stop accessing and using the terminated or expired Esri Offerings; b. Clear any client-side data cache derived from the terminated or expired Cloud Services; and c. Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer’s possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor.

Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party.

ARTICLE B.3—LIMITED WARRANTIES AND DISCLAIMERS

B.3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the lesser of (i) the duration of the subscription or term or (ii) 90 days from delivery or acceptance if this Agreement provides an acceptance period.

B.3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation, and Beta Products are delivered “as is” and without warranty of any kind.

B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities with Specifications or loss, deletion, modification, or disclosure of Customer Content caused by Customer’s modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer’s operation of the same, will be uninterrupted, error free, fault tolerant, or fail- safe or that all nonconformities can or will be corrected, or will result in Customer’s compliance with any applicable law. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage.

Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer’s own risk and cost. Customer must use its independent judgment to determine whether (i) Esri Offerings are suitable for its Value-Added Applications and (ii) Value Added Applications are safe for use by end users and other third parties.

B.3.4 Disclaimers.

a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services.
b. Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com, developers.arcgis.com, livingatlas.arcgis.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind.
c. Artificial Intelligence (AI)/Machine Learning (ML) Disclaimer. As specified in the Documentation, certain Esri Offerings may integrate third-party AI/ML software libraries and third-party or Esri created pre-trained AI/ML models for various tasks including, but not limited to, object detection, image obfuscation, image classification, or text or speech recognition. Customer may use these capabilities

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at its option and such AI/ML capabilities are delivered “as is” and without warranty of any kind. In certain cases, the Esri Offering may provide Customers the ability to configure their own custom AI/ML models to meet Customer’s unique requirements, which except for the express warranties contained in this Agreement, shall be at Customer’s own risk.

B.3.5 Exclusive Remedy. Customer’s exclusive remedy and Esri’s entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esri’s election, terminate Customer’s right to use and refund the fees paid for Esri Offerings or Services that do not meet Esri’s limited warranties.

ARTICLE B.4—LIMITATION OF LIABILITY

B.4.1 Disclaimer of Liability.

(a) Neither Customer, Esri, nor any Esri authorized distributor or third-party licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; or costs of procurement of substitute goods or services.
(b) Neither Customer, Esri nor any Esri authorized distributor or third-party licensor will be liable for any direct damages exceeding the applicable license fees, or current subscription fees, or Services fees paid or owed to Esri during the twelve (12) month period prior to the date upon which the related claim arose.

B.4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer’s infringement, misuse, or misappropriation of Esri’s or Esri’s licensors’ intellectual property rights, either party’s indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement.

B.4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy.

B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer’s jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer’s warranty or remedies to any extent not permitted by law.

ARTICLE B.5—INDEMNIFICATIONS

B.5.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

a. “Claim” means any claim, action, or demand by a third party. b. “Indemnitees” means Customer and its directors, officers, and employees. c. “Infringement Claim(s)” means any Claim alleging that Customer’s use of or access to any Esri Offering or Service infringes a patent, copyright, trademark, or trade secret. d. “Loss(es)” means expenditure, damage award, settlement amount, cost, or expense, including awarded attorneys’ fees.

B.5.2 Infringement Indemnity.

a. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an Infringement Claim.
b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Customer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer’s right to use the Esri Offerings or Services and will refund any (a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a

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5-year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer’s specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer’s right to use the Esri Offerings or Services.

B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer’s site.

B.5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri’s request and expense.

B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party licensors regarding any Claim for which Esri must indemnify Customer.

ARTICLE B.6—INSURANCE

If Esri is providing Services, Esri will carry, at a minimum, the following coverage:

a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00 (US dollars) combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following:

1. Premises and operations;

2. Blanket contractual liability;

3. Broad form property damage;

4. Independent contractors;

5. Personal injury, with employee exclusion deleted; and

6. Completed operations.

b. Workers’ compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits.

ARTICLE B.7—SECURITY AND COMPLIANCE

B.7.1 Security. Esri publishes its security capabilities at https://trust.arcgis.com. Customer may give Esri personnel access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive data if access is essential for Esri’s performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i) confirm that Esri’s published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at [email protected] for further instruction before providing any Customer Content that requires security measures other than Esri’s published security capabilities.

B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third-Party Content.

B.7.3 Export Compliance. Each party will comply with all applicable export and trade sanctions laws and regulations, including the US Department of Commerce’s Export Administration Regulations (EAR), the US

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Department of State’s International Traffic in Arms Regulations (ITAR), the US Department of Treasury, Office of Foreign Assets Control (OFAC) Regulations, and other applicable export laws. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries currently including Iran, North Korea, Cuba, Russia, Belarus, Crimea region of Ukraine, the Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR), or denied entities or persons except in accordance with all then-current applicable US government export laws and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government.

Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer’s export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR or (iii) is subject to the EAR where the cloud host is on the US government’s Specially Designated Nationals List, Denied Entity List, Unverified List or Denied Parties List or any other US government restricted list. Customer will notify Esri in advance if Esri’s performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.31, 120.32, and 120.33, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government.

Customer will reasonably assist Esri in applying for and obtaining an export license if needed.

B.7.4 Privacy. Esri publishes its privacy notices at Esri’s Privacy Statement and Products and Services Privacy Supplement and will process personal data according to the terms of the Data Processing Addendum available at https://www.esri.com/en-us/privacy/privacy-gdpr.

ARTICLE B.8—CLOUD SERVICES

B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that

a. Creates or transmits spam, spoofings, or phishing email or offensive, hate-related or defamatory material; or stalks or makes threats of physical harm;
b. Stores or transmits any Malicious Code;
c. Violates any law or regulation;
d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services without written approval from Esri’s Product Security Officer; or f. Benchmarks the availability, performance, or functionality of Cloud Services.

B.8.2 Service Interruption. System failures or other events beyond Esri’s reasonable control may interrupt Customer’s access to Cloud Services. Esri may not be able to provide advance notice of such interruptions.

B.8.3 Customer Content.

a. Customer grants Esri and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Customer Content as needed to provide Cloud Services to Customer. Esri will not access, use, or disclose Customer Content without Customer’s written permission except as reasonably necessary to support Customer’s use of Cloud Services. Except for the limited rights granted to Esri under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. If Customer accesses Cloud Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content.
c. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Customer’s use of Cloud Services ends, Esri will either

1. Make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so; or

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2. Download all Customer Content in Esri’s possession to a medium of Customer’s choosing and deliver such Customer Content to Customer.

Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services.

B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri’s copyright policy, available at www.esri.com/legal/dmca_policy.

B.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer’s use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action.

Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer Content as described above.

B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer’s subscription or any other breach of security regarding Cloud Services.

ARTICLE B.9—GENERAL PROVISIONS

B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customers outside the United States will pay the authorized distributor’s invoices in accordance with the authorized distributor’s payment terms.

B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri.

B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer’s software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application.

B.9.4 Reserved.

B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. For Customers outside the United States, the authorized distributor may quote taxes or fees in accordance with its own policies.

B.9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days’ written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri’s authorized distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does not reveal any material Customer noncompliance.

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B.9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

B.9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect.

B.9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customer’s rights or delegate Customer’s obligations under this Agreement without Esri’s and its authorized distributor’s prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement.

Upon mutual agreement, Esri’s Affiliates may provide Esri Offerings and Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Esri Offerings and Services. Esri’s authorized distributors are not Affiliates of Esri.

B.9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: “Limited Warranties and Disclaimers,” “Limitation of Liability,” “Indemnifications,” and “General Provisions.”

B.9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer’s use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected.

B.9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods.

a. Government Entities. If Customer is a government entity, the applicable laws of Customer’s jurisdiction govern this Agreement.
b. Nongovernment Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles.

B.9.13 Dispute Resolution. The parties will use the following dispute resolution processes:

a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief.
b. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601–613).
c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d. Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be

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English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute.

B.9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party’s reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event.

B.9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party.

B.9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address:

Environmental Systems Research Institute, Inc.

Attn.: Contracts and Legal Department
380 New York Street
Redlands, CA 92373-8100
USA
Tel.: 909-793-2853
Email: [email protected]

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ATTACHMENT C

SAMPLE TASK ORDER
Esri Agreement No. ________
Task Order No. __________

In accordance with the terms and conditions of the above-referenced Agreement between Environmental Systems Research Institute, Inc. (“Esri”), and ______________________ (“Customer”), ___________________ (“Customer Address”), this Task Order authorizes preparation and provision of the Deliverables described and in accordance with the terms, schedule, and start/end date(s) specified below.

1. Scope of Work: [As applicable, specifically identify and describe Deliverables including custom code, map data, technical data (including technical assistance), and the resources to be provided by Customer (including Customer-supplied personnel, software, hardware, and digital or hard-copy data) and place of delivery and location where technical assistance will be provided.]

In addition to the foregoing, Customer agrees that its employees, representatives, and subcontractors will cooperate and communicate with Esri during performance of this Task Order. Without cost to Esri, Customer shall provide, allow access to, or assist Esri in obtaining all data Esri requests for performance of this Task Order, including, but not limited to, (1) copies of previously prepared reports, maps, plans, surveys, records, and other documents in the control or possession of Customer and (2) copies of ordinances, codes, regulations, or other governmental documents.

2. Contract Type: [Firm Fixed Price (FFP) or Time and Materials (T&M)]:

3. Total Task Order Value (if FFP) or Not-to-Exceed Value (if T&M):

4. Customer Address for the Receipt of Esri Invoices:

5. Delivery Schedule or Start/End Date(s) for Each Deliverable:

6. Special Considerations:

7. Esri Project Manager: [insert name, telephone, and email address] Esri Contract Specialist: [insert name, telephone, and email address] Customer Project Manager: [insert name, telephone, and email address] Customer Contract Contact: [insert name, telephone, and email address] Customer Accounts Payable Contact: [insert name, telephone, and email address]

ACCEPTED AND AGREED:

ENVIRONMENTAL SYSTEMS
[sample only—do not sign] RESEARCH INSTITUTE, INC.
(Customer) (Esri)

Signature: [sample only—do not sign] Signature: [sample only—do not sign]

Printed Name: Printed Name:

Title: Title:

Date: Date:

CONSENT CALENDAR 8.F.

DATE: March 10, 2026
TO: Mayor and Members of the City Council
FROM: Erik Rzomp, Executive Assistant to Mayor Sorce
SUBJECT: AUTHORIZE THE COUNCIL TO APPROVE A PROCLAMATION RECOGNIZING MARCH 2026 AS RED CROSS MONTH

RECOMMENDATION
Vallejo City Council to approve a proclamation recognizing March 2026 as Red Cross Month.

REASONS FOR RECOMMENDATION
The Red Cross provides critical support services during emergencies and natural disasters. The Red Cross is not a government agency. The Red Cross is a registered 501(c)(3) nonprofit organization that depends on volunteers and the generosity of the public to deliver its mission. A proclamation raises awareness of the mission and need. Granting of this proclamation is in accordance with Vallejo City Council Policy and Procedure for Issuance of Ceremonial Documents.

BACKGROUND AND DISCUSSION
The mission of the American Red Cross is to prevent and alleviate human suffering in the face of emergencies by mobilizing the power of volunteers and the generosity of donors.

The Red Cross shelters, feeds and provides comfort to people affected by disasters; supplies about 40% of the nation’s blood; teaches skills that save lives with First Aid and CPR classes, distributes humanitarian aid; and supports veterans, military members and their families.

In 2025 in Solano County 220 American Red Cross volunteers helped 74 families affected by home fires by providing emotional support, addressing immediate needs and helping families recover with emergency financial assistance or community resources; 506 community members were served through home fire and disaster preparedness education, the agency hosted 17 blood drives and collected 336 units of lifesaving blood; provided international humanitarian aid; and supported 571 military members and their families

This proclamation will be presented to the Red Cross at a date and time in March yet to be determined.

FISCAL IMPACT
None.

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

ATTACHMENTS

1. 03102026PROCLAMATION Red Cross Month_

Date: March 10, 2026
Subject:

AUTHORIZE THE COUNCIL TO APPROVE A PROCLAMATION RECOGNIZING MARCH 2026

AS RED CROSS MONTH

CONTACT
Erik Rzomp, Executive Assitant to Mayor Sorce (707) 648-4377 [email protected]

PROCLAMATION
RECOGNIZING MARCH 2026 AS RED CROSS MONTH
WHEREAS, in March we celebrate American Red Cross Month by honoring our neighbors who make its humanitarian mission possible in Vallejo, CA. Every day, their acts of kindness change lives, bringing relief, comfort and hope when help can’t wait. This compassionate spirit runs deep in our community, just as it has for 145 years through the American Red Cross; and
WHEREAS, today, kindhearted individuals in our community exemplify Clara Barton’s commitment as they step up through the Red Cross in Solano County to provide a beacon of hope for our neighbors in need. Through their voluntary and selfless contributions, they make a lifesaving difference in people’s darkest hours — whether it’s delivering shelter, food and comfort during and after disasters; providing a safe, lifesaving blood supply for patients facing conditions like cancer treatments, childbirth complications and traumatic injuries, assisting military members, veterans and their families with 24/7 global support; or empowering individuals with skills like first aid, CPR, and disaster preparedness education that save lives; and WHEREAS, last year in Solano County 220 American Red Cross volunteers helped 74 families affected by home fires, provided emotional support, addressed immediate needs and helped families recover with emergency financial assistance or community resources; 506 community members were served through home fire and disaster preparedness education; the agency hosted 17 blood drives and collected 336 units of lifesaving blood, provided international humanitarian aid, and supported 571 military members and their families; and WHEREAS, these collective efforts are a powerful reminder that the strength of our community lies in our shared commitment to one another. As we mark Red Cross Month, we celebrate our local heroes and resolve to continue lifting each other up, so no one faces an emergency alone.

NOW, THEREFORE, BE IT PROCLAIMED, that I, Andrea Sorce, Mayor of the City of Vallejo and the Vallejo City Council do hereby proclaim March 2026 as RED CROSS MONTH and encourage all residents to recognize this organization’s honorable humanitarian mission.

Dated: March 10, 2026

Vice Mayor Diosdado ‘JR’ Matulac, District 2
Council Member Peter Bregenzer, District 5
Council Member Helen-Marie Gordon, District 6
Council Member Tonia Lediju, District 3
Council Member Alexander Matias, District 1
Council Member Charles Palmares, District 4

ACTION ITEM 9.A.

DATE: March 10, 2026
TO: Mayor and Members of the City Council
FROM: Nalungo Conley, Assistant City Manager/Acting Finance Director SUBJECT: PRESENT OPTIONS AND RECEIVE FEEDBACK TO ADDRESS THE FORECASTED FISCAL YEAR (FY) 2026-2027 GENERAL FUND BUDGET SHORTFALL AND PROVIDE NOTICE OF INTENT TO AMEND THE FY 2025-2026 BUDGET (STEP 1 OF 2)

RECOMMENDATION
Present options and receive feedback on the steps to address the forecasted Fiscal Year (FY) 2026-2027 General Fund budget shortfall and provide Notice of Intent to amend the City's FY 2025-2026 Adopted Budget for Mid-Year adjustments.

REASONS FOR RECOMMENDATION
The City annually reviews revenues and expenditures in the middle of the fiscal year (Mid-Year) to adjust budgeted revenues, expenditures, and transfers based upon actual experience during the first six months of the fiscal year and updated projections for anticipated revenues and expenditures during the second half of the year. The Mid-Year budget requests that staff are submitting reflect items that staff have identified as priority to maintaining critical business services. Staff have also reviewed the forecasted FY 2026-2027 General Fund budget shortfall and will be presenting options regarding how to close the shortfall at the March 10, 2026 Council meeting. This notice of intent is the first step in a two-step process to amend the budget in order to reflect changes in revenues, expenditures, transfers, and staffing that have been identified since the approval of the FY 2025-2026 Adopted Budget in June 2025 and subsequent amendments made by City Council.

BACKGROUND AND DISCUSSION
At the February 24, 2026 Council meeting, staff noted, as part of the discussion of the FY 2025-2026 Mid-Year budget item, that the City is forecasted to have a General Fund budget shortfall in FY 2026- 2027 exceeding $20 million. Council directed that staff present strategies to create a structurally balanced FY 2026-2027 General Fund budget at the subsequent regular Council meeting (March 10, 2026), as context within which Council could consider FY 2025-2026 Mid-Year budget requests. Staff is in the process of identifying balancing options, which will be presented at the March 10, 2026 Council meeting. Staff is currently researching the following balancing options:

1. Seeking additional grant funding to cover certain expenses currently borne by the General Fund

2. Using one-time resources to pay for certain one-time expenses

3. Paring down services and supplies expenditures

4. Using the OPEB trust to pay for retiree medical expenses

5. Eliminating new contributions to the City's Pension Trust

6. Modifying the confidence level target for workers’ compensation funding

7. Reducing overtime

8. Eliminating positions that are paid by the General Fund in various departments

Date: March 10, 2026
Subject: PRESENT OPTIONS AND RECEIVE FEEDBACK TO ADDRESS THE FORECASTED FISCAL YEAR (FY) 2026-2027 GENERAL FUND BUDGET SHORTFALL AND PROVIDE NOTICE OF INTENT TO AMEND THE FY 2025-2026 BUDGET (STEP 1 OF 2)

Council can provide direction as to which of the balancing options they would like staff to further research and incorporate into the proposed FY 2026-2027 budget.

Staff also seeks Council action on Mid-Year adjustments and requests. The information originally presented on February 24, 2026 is again presented below, including General Fund revenue and expenditure projections for FY 2025-2026 and changes of note for other funds.

I. General Fund FY 2025-2026 Projections
A. FY 2025-2026 General Fund Revenue Changes
B. FY 2025-2026 General Fund Expenditure Changes
II. Other Funds: Changes of Note
III. Staffing Changes Included in Mid-Year request

I. General Fund FY 2025-2026 Projections
The summary of all of the mid-year changes discussed below is included in Exhibits 1 and 2.

The proposed mid-year adjustments for FY 2025–2026 reflect updated revenue projections, technical corrections, and additional appropriations necessary to align the budget with current operational needs. The beginning fund balance has been adjusted upward based on prior-year end reconciliations, and revenues reflect a modest increase consistent with updated projections.

Technical adjustments address corrections not incorporated in the FY 2025–2026 Adopted Budget and are now being included to more accurately reflect projected salaries, overtime, and other expenditures. Salary appropriations are reduced to reflect the incorporation of salary savings directly within departmental budgets rather than as a separate line item. Overtime appropriations are increased to align with year-to-
date spending trends and current operational service demands. The proposed increase provides a more accurate projection to ensure sufficient funding through the remainder of the fiscal year.

Service and supply appropriations are adjusted upward to account for additional expenditures, and transfers and subsidies are updated to reflect reclassifications.

Overall, total expenditures increase by $902 thousand, resulting in a revised ending fund balance of $25.7 million. This maintains a reserve level of 18.44% of expenditures and supports continued fiscal stability.

Date: March 10, 2026
Subject: PRESENT OPTIONS AND RECEIVE FEEDBACK TO ADDRESS THE FORECASTED FISCAL YEAR (FY) 2026-2027 GENERAL FUND BUDGET SHORTFALL AND PROVIDE NOTICE OF INTENT TO AMEND THE FY 2025-2026 BUDGET (STEP 1 OF 2)

A. FY 2025-2026 General Fund Revenue Changes

City staff worked with the State, County, and our consultants to provide reasonably accurate and cautious forecasts for expected revenue trends.

This report summarizes projected General Fund revenue changes for FY 2025–026 compared to the adopted budget. Overall, total General Fund revenues, excluding Measure P, are projected to increase slightly by $328,369 (0.2%). This modest increase is primarily driven by anticipated property tax revenues, which are projected to exceed the adopted budget by $1.04M (2.5%). Property tax growth is offset by lower projections in other revenue sources, including sales tax, utility user tax, cannabis tax, and real property excise tax. Below is the breakdown of changes:

• Property tax revenue is anticipated to increase by $1.04M compared to the prior projection, reflecting updated data provided by Solano County’s most recent report.
• Based on estimates from the City’s consultant, HdL, sales tax and Measure B/V revenues are projected to decline by approximately $983K compared to the adopted budget, primarily due to an audit adjustment related to a vehicle manufacturer, the closure of three grocery stores, and reduced purchasing activity. Overall sales tax performance continues to be influenced by broader economic factors, including inflation and interest rates, labor costs, price volatility in taxable goods, and shifts in consumer spending.
• Utility Users Tax (UUT) revenue is projected to decrease by $323K following an updated FY 2025– 2026 forecast. The revision reflects historical month-to-month trends applied to FY 2024– 2025 actuals, resulting in a $785K decline in Cable revenues, partially offset by increases of $290K in Gas & Electric and $172K in Telephone revenues. The Cable decline aligns with ongoing statewide cord-cutting and shifts to non-taxable streaming services, while the Gas & Electric increase reflects rising utility rates and consumption trends. Telephone revenue

Date: March 10, 2026
Subject: PRESENT OPTIONS AND RECEIVE FEEDBACK TO ADDRESS THE FORECASTED FISCAL YEAR (FY) 2026-2027 GENERAL FUND BUDGET SHORTFALL AND PROVIDE NOTICE OF INTENT TO AMEND THE FY 2025-2026 BUDGET (STEP 1 OF 2)

continues to decline year-over-year, but the revised forecasting method produced a slight increase for this cycle due to how the average % change interacts with recent billing patterns. • The Cannabis Tax is anticipated to decline by $578,000 as a result of recent audit findings, which allow certain cannabis operators to apply approved tax credits that offset taxes otherwise payable to the city.

Departmental program revenues are expected to increase by $1.54M primarily due to the Fire department securing an additional reimbursement from the SAFER grant and CalOES reimbursements.

B. FY 2025-2026 General Fund Expenditure Changes
Mid-year Departmental budget changes of note are as follows:

Fire:
• An increase of $85,000 is needed for gas and electricity budget to align with the prior-year actual expenditures and current year-to-date spending trends. • An increase of $40,000 is required to support a variety of mission-critical software that meets multiple operational needs. This software includes tools for EMS reporting (field site data, mapping, visual information, and Telestaff integration), incident management (CAD interface, agency licensing, TC Mobile, etc.), and other applications essential for managing and responding to emergencies effectively.

Police:
• The increase of $225,000 is attributable to a contractually authorized rate adjustment implemented by the vendor for per-vehicle evidence impound
storage. Vehicles are required to remain in storage pending completion of the associated legal proceedings.
• Additional funding of $80,000 is necessary to replace a portion of the department’s computers and laptops. The proposed replacements will bring the department into alignment with the City’s equipment replacement policy, which provides for the annual replacement of 20 percent of this equipment, resulting in the replacement of approximately 50 devices.

This approach helps ensure that equipment does not become obsolete and remains compliant with current security standards supported by the Information Technology Department. • An increase of $55,950 is related to the VirTra simulator, a training tool used to support critical-incident preparation. The training provided through the simulator aligns with California Department of Justice mandates related to use-of-force and de-escalation. In addition, the simulator serves as an important resource for community engagement and is used regularly for programs such as the Citizens’ Academy and Leadership Vallejo. Given its dual role in meeting mandated training requirements and strengthening community understanding, this item should be considered an essential resource.

Economic Development:

Date: March 10, 2026
Subject: PRESENT OPTIONS AND RECEIVE FEEDBACK TO ADDRESS THE FORECASTED FISCAL YEAR (FY) 2026-2027 GENERAL FUND BUDGET SHORTFALL AND PROVIDE NOTICE OF INTENT TO AMEND THE FY 2025-2026 BUDGET (STEP 1 OF 2)

• An increase of $85,000 is requested to support multiple contracts, including real estate broker services, property management services, and agreements that facilitate pop- up events throughout the City.

Public Works:
• An increase of $19,000 is required to cover irrigation costs for the remainder of the fiscal year, as well as additional funding needed to address tree repairs and other storm-related damage. • An increase of $86,000 reflects unanticipated security costs resulting from the library fire system becoming inoperable. As required by the Vallejo Fire Department, a fire watch was implemented in August 2025.
• An increase of $20,000 is needed in the IT000 account to support the Public Works Department’s IT and software needs. Actual annual software expenditures for Public Works consistently exceed the ongoing budget allocation. Public Works typically spend approximately $125,000 annually, and this increase aligns the budget with actual historical expenditures.

City Council:
• An increase of $2,500 is requested to cover City Council meeting meal costs for the Mayor and City Council Members for the remainder of the fiscal year.

Human Resources:
• An increase of $123,000 addresses increased recruitment activities in FY25-26, covering costs for executive recruitments, public safety promotional assessments, and recruitment tests for various positions. It includes expenses for supplies, meals for raters and panels, career fair supplies, and venue usage. These funds ensure the successful recruitment and assessment of essential personnel to support the city's operations.
• This increase of $157,000 is requested due to unexpected cost increases with vendors, including operational assessments and HR consulting services related to position development and compliance with FEHA and ADA requirements.
• A request for $144,000 will cover professional services with Alliant to assist with the benefits administration functions, which currently consists of two specialized staff members responsible for critical and time-sensitive processes, including employee enrollments and life event changes, vendor invoice reconciliation, COBRA and ACA compliance tracking, leave coordination, reporting, and employee communications. Both staff members are currently on extended leave, and there is no internal backup with the technical expertise to assume these duties. While HR has attempted to redistribute responsibilities with limited consultant guidance, existing staff do not have the capacity to absorb the workload without impacting other essential HR operations. As these positions are not vacant, they cannot be backfilled. To prevent disruption to employee benefits and ensure compliance, the City’s Third-Party Administrator is proposed to provide six months of temporary support to assume core functions, stabilize operations, reduce backlog, and develop process documentation. Without this assistance, service levels will remain strained, and delays may continue to adversely affect employees and departments.