Vallejo City Council
July 28, 2026

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MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

SPARK U/W VEHICLE SPECIALTY MARKET

GENERAL LIABILITY ENDORSEMENT
This Endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM

EMPLOYEE BENEFITS LIABILITY COVERAGE
This endorsement amends coverage. The following schedule of coverage amendments is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded.

SCHEDULE
PART I: CHANGES TO COMMERCIAL GENERAL LIABILITY COVERAGE FORM Description of Coverage Amendment
Blanket Additional Insured Included
Lessor of Leased Equipment
Owners, Managers, or Lessors of Premises
Grantor of Franchise
State or Governmental Agency or Subdivision or Political Subdivision – Permits or Authorizations
Mortgagee, Assignee or Receiver
Written Contract or Agreement
Who is an Insured – Expanded Definition Included
Entities Named on the Declarations
Good Samaritan Services
Newly Acquired Entities – 120 Days
Persons Using Watercraft
Primary and Non-Contributory Included
Other Insurance Condition Amendment Included
Knowledge or Notice of an Occurrence Included
Unintentional Failure to Disclose Included
Blanket Waiver of Subrogation Included
Operation of Customer Autos Redefined and Added Included Damage to Premises Rented to You – Specified Perils $500,000 Bodily Injury Redefined Amended
Property Damage Redefined Amended
POLICY NUMBER: N0046PK002152-00
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MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 Coverage Amendment (Continued) Amendment
Broadened Contractual Liability Amended
Leased Worker Redefined Amended
Mobile Equipment Redefined Amended
Temporary Worker Redefined Amended
Damage To Your Product Amended
Damage To Your Work Amended
Expected or Intended Injury Amended
PART II: CHANGES TO EMPLOYEE BENEFITS LIABILITY COVERAGE Description of Coverage Amendment
ERISA Added Amended
PART I: CHANGES TO COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. BLANKET ADDITIONAL INSURED
Section II - Who Is An Insured is amended to include the following as additional insureds:

1. Lessor of Leased Equipment
Any person or organization that is an equipment lessor is an insured, but only with respect to liability for “bodily injury”, “property damage”, “personal and advertising injury” caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor.

The insurance provided to such equipment lessor does not apply to any “bodily injury” or “property damage” caused by an “occurrence” that takes place, or “personal and advertising injury” caused by an offense that is committed after the equipment lease expires.

2. Owners, Managers, or Lessors of Premises
Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you.

The insurance provided to such premises owner, manager or lessor does not apply to:
a. Any “bodily injury” or “property damage” caused by an “occurrence” that takes place, or “personal and advertising injury” caused by an offense that is committed, prior to or after you cease to be a tenant in that premises;
b. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor; or
c. Any premises that is excluded under this Coverage Part.

3. Grantor of Franchise
Any person(s) or organization(s) from which a franchise is granted to you. Such person(s) or organization(s) are insureds only with respect to their liability arising out of the franchise granted to you by such person(s) or organization(s). A person’s or organization’s status as an insured under this endorsement ends when the franchise agreement with you ends.

4. State or Governmental Agency or Subdivision or Political Subdivision – Permits or Authorizations Any state or governmental agency or subdivision or political subdivision but only with respect to:
a. Operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization to you; or b. The following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies:
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MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 (1) The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (2) The construction, erection or removal of elevators; or (3) The ownership, maintenance or use of any elevators covered by this insurance.

5. Mortgagee, Assignee or Receiver
Any mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance or use of a premises by you.

This insurance does not apply to structural alterations, new constructions or demolition operations performed by or for such additional insured.

6. Written Contract or Agreement
Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” that is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf.

The insurance afforded to the additional insureds in A.1. through A.6. above applies:
a. Only if the “bodily injury,” “property damage” occurs, or “personal and advertising injury” offense is committed:
(1) During the policy period;
(2) Subsequent to the execution of the written contract or written agreement that requires such insurance be provided to the additional insured; and
(3) Prior to the expiration of the period of time that the written contract or written agreement requires such insurance be provided to the additional insured.
b. Only to the extent permitted by law and will not be broader than that which you are required by the contract or agreement to provide for such additional insured. c. The most we will pay on behalf of the additional insured is the lesser of:
(1) The limits of insurance specified in the written contract or agreement; or (2) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this section. d. If we cover a claim or “suit” under this Coverage Part that may be covered by other insurance available to the additional insured, such additional insured must submit such claim or “suit” to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed, prior to the loss or offense, in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured’s own insurance.

B. WHO IS AN INSURED - EXPANDED DEFINITION
Section II - Who Is An Insured is amended as follows:

1. Entities Named on the Declarations
Section II - Who Is An Insured is amended to include any person or organization named in the Declarations.

2. Good Samaritan Services
Paragraph 2.a.(1)(d) does not apply to the rendering, without charge, of “Good Samaritan services”. This applies only if such “Good Samaritan services” is outside of the scope of duties performed for you.

As used in this endorsement, “Good Samaritan services” means any emergency medical services or first aid for which no compensation is demanded or received.
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MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8

1. Newly Acquired Entities - 120 Days
Paragraph 3. is deleted and replaced by the following:

Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the 120th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within such time period;
b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.
d. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. e. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement.

2. Persons Using Watercraft
Section II - Who Is An Insured is amended to include any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft that is covered by this policy. However, no person or organization is an insured with respect to:
a. “Bodily injury” to a co-“employee” of the person operating the watercraft; or b. “Property damage” to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

C. PRIMARY AND NON-CONTRIBUTORY
The following is added to paragraph 4. Other Insurance, a. of Section IV - Commercial General Liability Conditions:

However, if you are obligated pursuant to a written contract or written agreement to provide a person or organization that is included in the Who Is An Insured Section of this insurance with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization, provided that:

1. The additional insured is a Named Insured under such other insurance; and

2. The written contract or written agreement is executed prior to when the “bodily injury,” “property damage” occurs, or “personal and advertising injury” occurrence is committed.

Other insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of its legal liabilities.

D. OTHER INSURANCE CONDITION AMENDMENT

1. Paragraph 4. Other Insurance, b. Excess Insurance (1) in Section IV - Commercial General Liability Conditions is deleted and replaced by the following:
b. Excess Insurance
(1) This insurance is excess over:
(a) Any of the other insurance, whether primary, excess, contingent or on any other basis:
(i) That is property insurance, Builders Risk, Installation Risk or similar coverage for “your work”;
(ii) That is property insurance purchased by you, including any deductible or self-insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner;
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MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 (i) That is insurance purchased by you (including any deductible or self-insurance portion thereof) to cover your liability as a tenant for “property damage” to premises rented to you or temporarily occupied by you with permission of the owner; (ii) If the loss arises out of the maintenance or use of aircraft, “autos” or watercraft to the extent not subject to Paragraph 2. Exclusions, g. of Section I – Coverages, Coverage A - Bodily Injury and Property Damage Liability;
(iii) That is property insurance (including any deductible or self-insurance portion thereof) purchased by you to cover damage to:

Equipment you borrow from others; or
Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self-insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self-insurance or other mechanism by which an insured arranges for funding of its legal liabilities.
(c) Any other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same “occurrence”, claim or “suit”. This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or agreement to provide coverage to the additional insured on a primary and non-contributory basis.

2. Two or More Coverage Forms or Policies Issued By Us
Notwithstanding the Other Insurance provision of Section IV - Commercial General Liability Conditions, if this policy and any other coverage form or policy issued to you by us apply to the same occurrence, offense, or accident, the maximum Limit of Insurance under all such coverage forms or policies shall not exceed the highest applicable Limit of Insurance under any one coverage form or policy.

Furthermore, in no event will coverage be provided during the policy period after (1) the applicable aggregate Limit of Insurance under any one coverage form or policy has been exhausted, or (2) the applicable aggregate Limit of Insurance under any one coverage form or policy would have been exhausted had all covered claims been submitted under that one coverage form or policy rather than under two or more coverages forms or policies.

This condition does not apply to any coverage form or policy issued by us specifically to act as excess insurance over this policy.

E. KNOWLEDGE OR NOTICE OF AN OCCURRENCE
Section IV - Commercial General Liability Conditions is amended as follows:

1. With respect to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit, such requirements apply when an “occurrence” becomes known to:
a. You, if you are an individual;
b. Any individual who is:
(1) A partner, if you are a partnership;
(2) An executive officer of the corporation, manager, or supervisor, if you are a corporation; (3) A manager, if you are a limited liability company; or c. Any person who is responsible for managing insurance or reporting claims. 'RFXVLJQ(QYHORSH,'
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MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8

1. Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim or Suit is amended to include the following:

If you report an “occurrence” or an offense to your workers compensation insurer which later becomes a claim under this Coverage Part, failure to report such “occurrence” or offense to us at the time of the “occurrence” or offense will not be considered a violation of this Condition, if you notify us as soon as practicable after becoming aware that the “occurrence” or offense has become a liability claim.

F. UNINTENTIONAL FAILURE TO DISCLOSE
The following is added to Paragraph 6. Representations of Section IV - Commercial General Liability Conditions:

The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance, provided you disclose such errors or omissions as soon as practicable after they come to your knowledge. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations.

G. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Commercial General Liability Conditions:

If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract or written agreement executed prior to a loss, we will waive any right of recovery we may have against any such person or organization because of any payments we have made under this Coverage Part.

The written contract or written agreement with that person or organization that waives the insured’s right to recover such payments will be considered executed on the earlier of the date the insured’s performance of such contract begins or the date such contract is signed. This waiver shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest.

H. OPERATION OF CUSTOMERS AUTOS

1. Exclusion g. of Paragraph 2. Exclusions of Coverage A – Bodily Injury And Property Damage Liability (Section I – Coverages) does not apply to any "customer's auto" while used in your auto aftermarket business operations.

2. The following definition is added to Section V - Definitions:
"Customer's auto" means a land motor vehicle, autonomous vehicles, watercraft, "trailer" or semitrailer lawfully within your possession for service, repair, storage or safekeeping, with or without the vehicle or watercraft owner's knowledge or consent, including parts attached and labor performed by you. A "customer's auto" also includes any such vehicle or watercraft left in your care by your "employees" and members of their households who pay for services performed.

I. DAMAGE TO PREMISES RENTED TO YOU - SPECIFIED PERILS

1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Form, the word "fire" is changed to "specified perils" where it appears in:
a. The Limits Of Insurance section of the Declarations; b. The last paragraph of Section I - Coverages, Coverage A - Bodily Injury and Property Damage Liability; and

2. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following:

Subject to 5. above, the greater of:
a. $500,000; or
b. The Damage to Premises Rented to You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of “property damage” to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke or leakage from fire protective systems, while rented to you or temporarily occupied by you with the permission of the owner. 'RFXVLJQ(QYHORSH,'
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MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 A. BODILY INJURY REDEFINED
Paragraph 3. of Section V - Definitions is deleted and replaced by the following:

3. “Bodily injury” means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury, humiliation, shock, fright, or death resulting from any of these at any time.

B. PROPERTY DAMAGE REDEFINED
Paragraph 17. of Section V - Definitions is amended to include the following:

However, tangible property does not include money, accounts, bills, deeds, food stamps, currency, coin, bank notes, Federal Reserve notes, money orders, travelers checks, instruments or contracts that represent money or an interest in property, including but not limited to certified and uncertified securities, negotiable instruments, certificates of deposit, drafts, checks, acceptances, evidence of debt, security agreements, withdrawal orders, certificates of origin or title, letters of credit, warrants, script, manuscripts, contracts, bills of lading, insurance policies, abstracts of title, deeds, and mortgages on real estate, revenue and other stamps, tokens, unsold lottery tickets, books of account and other records, gems, jewelry, precious metals in bars or ingots, and all other property of a similar nature.

C. BROADENED CONTRACTUAL LIABILITY
Paragraphs 9.c. and 9.f. of Section V - Definitions are deleted and replaced by the following:
b. Any easement or license agreement;
f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for “bodily injury”, “property damage”, or “personal and advertising injury” arising out of the offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings an specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
(2) Under which the insured, if an architect, engineer or surveyor, assume liability for an injury or damage arising out of the insured’s rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities.

D. LEASED WORKER REDEFINED
Paragraph 10. of Section V - Definitions is deleted and replaced by the following:
“Leased worker” means a person leased to you by a labor leasing firm, including an employment agency, contractor or service, a professional employer organization, or temporary help service, under a written contract or agreement between you and the labor leasing firm.

E. MOBILE EQUIPMENT REDEFINED
Paragraph 12.f. of Section V - Definitions is deleted and replaced by the following:
f. Vehicles not described in paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1,000 pounds, are not “mobile equipment” but will be considered “autos”:
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning;
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MN CGL 46007 05 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 (1) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
(2) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

F. TEMPORARY WORKER REDEFINED
Paragraph 19. of Section V - Definitions is deleted and replaced by the following:
“Temporary worker” means a person who is furnished to you to support or supplement your work force during “employee” absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short-term workload conditions. “Temporary worker” does not include a “leased worker”.

G. Damage To Your Product
Paragraph 2. Exclusions, k. Damage To Your Product of Section I – Coverages - Coverage A - Bodily Injury And Property Damage Liability is deleted.

H. Damage To Your Work
Paragraph 2. Exclusions, l. Damage To Your Work of Section I – Coverages - Coverage A - Bodily Injury And Property Damage Liability is deleted.

I. EXPECTED OR INTENDED INJURY
Exclusion 2. Exclusions, a. Expected or Intended Injury of Section I - Coverages - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following:

Expected or Intended Injury
“Bodily injury” or “property damage” expected or intended from the standpoint of the insured.

This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property.

PART II: CHANGES TO EMPLOYEE BENEFITS LIABILITY COVERAGE Exclusion 2.g. ERISA is deleted in its entirety, and does not apply.

All other terms and conditions remain unchanged.
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Public Works Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4315

S:\00 Purchasing\Consultants-Contractors-Vendors\RegalCollisionRepair\FY26-27 March 17, 2026 Sent Via Certified Mail

Kirk Kapfenstein, President
Regal Collision Repair, Inc.
529 Tuolumne Street
Vallejo, CA 94590

SUBJECT: Notice of Exercise of Term Extension for Contract #26PW033

Dear Mr. Kapfenstein:

Please consider this letter as notice that the City of Vallejo is excersing its contractual right to extend contract #26PW033 for an additional one (1) year period, pursuant to Section 17 (Term) of the On-Call Fleet Body Repair Services Agreement dated July 1, 2025. This extends the term of the agreement until June 30, 2027.

Section 17 (Term) reads as follows:

Should you have questions please contact Luis Marrero, Parts Specialist, at [email protected]. Thank you for your continued partnership with the City of Vallejo.

Sincerely,

Oscar Alcantar
Interim Public Works Director

CONSENT CALENDAR 8.E.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Jason Ta, Chief of Police
SUBJECT: ADOPT A RESOLUTION AMENDING THE FUND 196 FISCAL YEAR 2026–2027 BUDGET TO RECOGNIZE $34,728 ADDITIONAL CALVIP COHORT 5 GRANT REVENUE AND TO APPROPRIATE CORRESPONDING EXPENDITURES (STEP 2)

RECOMMENDATION
Adopt a Resolution amending the Fund 196 Fiscal Year 2026-2027 budget to recognize $34,728 additional CalVIP Cohort 5 Grant revenue and to appropriate corresponding expenditures.

REASONS FOR RECOMMENDATION
On July 14, 2026, City Council accepted an additional $34,728 of CalVIP Cohort 5 Grant (“CalVIP Grant”) revenue, authorized execution of a CalVIP Grant Agreement in the amount of $2,030,601, and, pursuant to City Charter Section 703, provided notice of its intent to amend the Fund 196 Fiscal Year 2026-2027 budget to reflect the additional $34,728 CalVIP Grant revenue and to appropriate corresponding expenditures.

City staff respectfully requests the contemplated budget amendment be approved.

BACKGROUND AND DISCUSSION
The City of Vallejo Police Department applied for a CalVIP Grant in the amount of $1,995,873 to fund a portion of Vallejo VISION (Violence Intervention Support Improving Our Neighborhoods), and to provide modest officer wellness services, through June 30, 2029.

On February 17, 2026, VPD was notified that it was awarded a CalVIP Grant in the amount of $1,995,873.

Knowing the CalVIP Grant service period started on April 1, 2026, VPD immediately prepared items requesting City Council accept the CalVIP grant, approve a standard grant agreement relating thereto, authorize the City Manager to execute a grant agreement and all documents relating to acceptance and implementation of the award, and amend the City’s Fiscal Year 2025-2026 budget to reflect the CalVIP Grant award. The resulting Resolutions – Resolution 26-048 (Step 1 – award acceptance) and Resolution 26-056 (Step 2 – budget amendment) – referenced a grant amount of $1,995,873.

After initiation of the City Council items, BSCC provided VPD with a grant agreement for $2,030,601, which is $34,728 higher than the amount in the grant award notification. (Exhibit 2.) The change is due solely to the addition of a $34,728 budget line item for “Mental Health Support to Frontline Workers and their Families.” BSCC’s CalVIP Cohort 5 Request for Proposals noted funding had been set aside for this purpose; however, at the time of award notification, VPD was not advised whether it was awarded any of this additional “Mental Health to Front Line Workers and their Families.”

On July 14, 2026, City Council accepted the additional $34,728 CalVIP Cohort 5 Grant (“CalVIP Grant”) revenue, authorized execution of a CalVIP Grant Agreement in the amount of $2,030,601, and, pursuant to City Charter Section 703, provided notice of its intent to amend the Fund 196 Fiscal Year 2026-2027 budget to reflect the additional $34,728 CalVIP Grant revenue and to appropriate corresponding expenditures.

Date: July 28, 2026
Subject: ADOPT A RESOLUTION AMENDING THE FUND 196 FISCAL YEAR 2026–2027 BUDGET TO RECOGNIZE $34,728 ADDITIONAL CALVIP COHORT 5 GRANT REVENUE AND TO APPROPRIATE CORRESPONDING EXPENDITURES (STEP 2)

FISCAL IMPACT
Upon approval, the City of Vallejo Fund 196 Fiscal Year 2026-2027 budget will be amended to reflect a $34,728 increase in revenue and corresponding expenditures for use by the Police Department.

A local match is not required.

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 Amending Budget to Accept Cal VIP $34, 728 Additional Grant Dollars - CAO Stamp

CONTACT
Jason Ta, Chief of Police
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 26-____ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AMENDING THE FUND 196 FISCAL YEAR 2026–2027 BUDGET TO
RECOGNIZE $34,728 ADDITIONAL CALVIP COHORT 5 GRANT REVENUE AND TO APPROPRIATE CORRESPONDING EXPENDITURES (STEP 2)

WHEREAS, the City of Vallejo Police Department (“VPD”) applied for a CalVIP Cohort 5 Grant (“CalVIP Grant”) from the Board of State and Community Corrections in the amount of $1,995,873 to fund a portion of Vallejo VISION (Violence Intervention Support Improving Our Neighborhoods), and to provide modest officer wellness services, through June 30, 2029; and

WHEREAS, on February 17, 2026, VPD was notified that it was awarded a CalVIP Grant in the amount of $1,995,873; and

WHEREAS, on April 28, 2026, City Council authorized acceptance of a CalVIP Grant in the amount of $1,995,873, approved a Standard Grant Agreement in a form approved by the City Attorney, authorized the City Manager to execute said Standard Grant Agreement, and provided notice of intent to amend the City’s Fiscal Year 2025-2026 budget in the amount of $1,995,873 (Resolution 26-048); and

WHEREAS, on May 12, 2026, City Council authorized amendment of the City’s Fiscal Year 2025-2026 budget in the amount of $1,995,873 for the CalVIP Grant (Resolution 26- 056); and

WHEREAS, VPD was provided with a CalVIP Grant agreement in the amount of $2,030,601 (not $1,995,873 as previously notified) that reflects the addition of a $34,728 budget line item for “Mental Health Support to Frontline Workers and their Families;”

WHEREAS, on July 14, 2026, City Council authorized acceptance of the additional $34,728 CalVIP Grant funding, approved execution of the CalVIP Grant Agreement for the full amount of $2,030,601, and, pursuant to City Charter Section 703, provided notice of its intent to amend the Fund 196 Fiscal Year 2026-2027 budget to reflect the additional $34,728 CalVIP Grant funding;

WHEREAS, City Charter Section 703 provides that available funds not included in the City’s adopted budget may be appropriated by the City Council after giving one week’s notice of intention to do so.

NOW, THEREFORE, BE IT RESOLVED that, pursuant to City Charter Section 703, the City Council of the City of Vallejo hereby amends the Fund 196 Fiscal Year 2026-

2027 budget to reflect the additional $34,728 CalVIP Grant revenue and appropriate corresponding expenditures.

NOW, THEREFORE, BE IT FURTHER RESOLVED that CalVIP Grant funds received hereunder shall not be used to supplant expenditures controlled by this body.

Adopted by the City Council of the City of Vallejo at a regular meeting held on July 28, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK

CONSENT CALENDAR 8.F.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Jason Ackley, Assistant to the City Manager
SUBJECT: ADOPT A RESOLUTION APPROVING THE FIRST AMENDMENT TO THE SERVICES AGREEMENT WITH HEALTHY VALLEJO COMMUNITY SUPPORT SERVICES, INC., FOR AN ADDITIONAL $100,000 AND AUTHORIZING THE CITY MANAGER TO

EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving the First Amendment to the Services Agreement with Healthy Vallejo Community Support Services, Inc., for an additional $100,000 - with a new not-to-exceed amount of $350,000, and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
The City recently received a Community Cleanup and Employment Pathways (CCEP) Grant in the amount of $285,000. Staff identified Healthy Vallejo Community Support Services, Inc., as a vendor to provide litter/debris clean-up services under the CCEP grant.

BACKGROUND AND DISCUSSION
The City has a need for illegal dumping and litter/debris removal services throughout the City of Vallejo as trash accumulation continues to be a significant issue. In order to meet the current and anticipated needs for removal services, staff issued a Request for Proposals (RFP) for On-Call Illegal Dumping and Litter/Debris Removal Services from qualified and committed local nonprofit service providers. The scope of work included removal of illegal dumping, litter, debris and vegetation from City-owned public right-of-way and City property as instructed by the City, including large items such as tires and refrigerators. The RFP for On-Call Illegal Dumping and Litter/Debris Removal Services was released on May 13, 2025.

The City entered into Services Agreement 25PW173 with Healthy Vallejo Community Support Services, Inc., with a maximum not-to-exceed amount of $250,000 to provide these key services.

The City of Vallejo has recently received a Community Cleanup and Employment Pathways (CCEP) Grant in the amount of $285,000, which was accepted by City Council on June 9th, 2026. Staff plan to utilize Healthy Vallejo's assistance in executing some of this new grant-funded work.

Staff recommend authorizing the City Manager to execute a contract amendment with Healthy Vallejo Community Support Services, Inc., for an additional $100,000, for a total not to exceed of $350,000.

FISCAL IMPACT
Execution of this amendment will allow the City to expend an additional $100,000 on clean-up services paid to Healthy Vallejo Community Support Services, Inc.

The additional work and expenditure is wholly grant funded. There is no impact on the General Fund.

ENVIRONMENTAL REVIEW

Date: July 28, 2026
Subject: ADOPT A RESOLUTION APPROVING THE FIRST AMENDMENT TO THE SERVICES

AGREEMENT WITH HEALTHY VALLEJO COMMUNITY SUPPORT SERVICES, INC., FOR AN ADDITIONAL $100,000 AND AUTHORIZING THE CITY MANAGER

TO EXECUTE SAME

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. Reso Amendment for Healthy Vallejo-CAO Stamp

2. First Amendment to Agreement - Healthy Valllejo 2026

CONTACT
Jason Ackley, Assistant to the City Manager
[email protected] (707) 648-4577

RESOLUTION NO. 26-______

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

AMENDMENT TO THE SERVICES AGREEMENT WITH HEALTHY VALLEJO COMMUNITY SUPPORT SERVICES, INC., FOR ON-CALL ILLEGAL DUMPING AND LITTER/DEBRIS

REMOVAL SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME IN THE AMOUNT OF $100,000

WHEREAS, the City has a current need for illegal dumping and litter/debris removal services as trash accumulation continues to be a significant issue; and

WHEREAS, on July 9th, 2026, the City Council approved and accepted the award of a Community Cleanup and Employment Pathways Grant in the amount of $285,000; and

WHEREAS, the City and Healthy Vallejo Community Support Services, Inc., contract through Services Agreement 25PW173; and

WHEREAS, at the June 9th, 2026 City Council meeting, the City Council voted to receive and account for a Community Cleanup & Employment Pathway (CCEP) Grant;

WHEREAS, the City is requesting additional clean-up/removal service work be performed by Healthy Vallejo Community Support Services, Inc. as part of the CCEP Grant.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Vallejo hereby approves a First Amendment to the Services Agreement with Healthy Vallejo Community Support Services, Inc. for on-call illegal dumping and litter/debris removal services to increase the compensation by an additional $100,000, thereby increasing the not to exceed amount to $350,000.

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

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

AYES:

NOES:

ABSENT:

____________________________________

ANDREA SORCE, MAYOR

ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK

First Amendment to Agreement Between City of Vallejo and Healthy Vallejo Community Support Services. Inc. Page 1 of 2

FIRST AMENDMENT TO

THE SERVICES AGREEMENT

BETWEEN THE CITY OF VALLEJO
AND
HEALTHY VALLEJO COMMUNUITY SUPPORT SERVICES, INC.

This First Amendment to the Services Agreement made and entered into on July 23, 2025, hereafter referred to as “Agreement”, between Healthy Vallejo Community Support Services, Inc., a California nonprofit Corporation, therein referred to as “Service Provider”, and the City of Vallejo, a municipal corporation, therein referred to as City, is made and entered into on this 28th day of July 2026.

Consultant and City do mutually agree as follows:

1. Amendment to Compensation. Exhibit B, Section 1.A. of the Agreement is hereby amended to increase compensation by one-hundred thousand dollars ($100,000) with a new not to exceed total of three-hundred and fifty thousand dollars ($350,000).

2. Integration. This First 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 First Amendment. This First 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 shall remain in full force and effect, and Consultant shall perform all duties, obligations and conditions required under the Agreement.

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

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

5. Counterparts. This First 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 First Amendment for Consultant hereby represents and warrants that he or she is fully authorized to sign this First Amendment on behalf of Consultant.

First Amendment to Agreement Between City of Vallejo and Healthy Vallejo Community Support Services. Inc. Page 2 of 2 IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

HEALTHY VALLEJO COMMUNITY
SUPPORT SERVICES, INC.

By:

Anthony Summers
Executive Director

DATE:

11714553
Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By:

Harry Black
Interim City Manager

DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk

APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager

CONSENT CALENDAR 8.G.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Jason Ta, Chief of Police
SUBJECT: ADOPT A RESOLUTION (1) APPROVING TWO CONSULTANT AND PROFESSIONAL SERVICES AGREEMENTS WITH RESTORATION FAMILY COUNSELING CENTER, INC.

TOTALING $107,347, TO PROVIDE VARIOUS GRANT-FUNDED TRAINING AND COUNSELING SERVICES TO VALLEJO POLICE DEPARTMENT OFFICERS, AND (2)

AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS

RECOMMENDATION
Adopt a Resolution:

1. Approving two Consultant and Professional Services Agreements with Restoration Family Counseling Center, Inc. totaling $107,347, to provide various grant-funded training and counseling services to Vallejo Police Department officers; and

2. Authorizing the Interim City Manager to execute said Agreements.

REASONS FOR RECOMMENDATION
Vallejo Police Department (“VPD”) does not have adequate budget to provide all appropriate training and counseling services to its officers. Therefore, VPD obtained two grants – one federal and one state – to help bridge the funding gap. The federal grant is the Fiscal Year 2025 Law Enforcement Mental Health and Wellness Act Grant (“LEMHWA Grant”) through the United States Department of Justice Office of Community Oriented Policing Services (“COPS Office”). The state grant is the CalVIP Cohort 5 grant (“CalVIP Grant”) from the Board of State and Community Corrections (“BSCC”). The total grant funding available for services from Restoration Family Counseling Center, Inc. (“Restoration”), which is an identified subcontractor in both grant awards, is $107,347. (The LEMHWA Grant and CalVIP Grant support other services too. This report focuses on the funding designated for services to be provided by Restoration.)

BACKGROUND AND DISCUSSION
On December 16, 2025, City Council authorized acceptance of the LEMHWA Grant. (See Resolutions 25-195, 25-206.) The LEMHWA Grant includes $53,787 for Restoration to provide services in support of two core City project goals: (1) to foster a department-wide culture of empathy, wellness, and retention, and (2) to reduce barriers to mental health services for officers and their families. To achieve these goals, Restoration will provide quarterly leadership and peer support trainings, in-house station visits for mental health education, debriefings, and awareness sessions. Restoration will also offer one-on-one and group counseling, crisis intervention support, staffing assessments, tailored mental health strategies, and data for reporting. Additional services may include spouse/significant other training to recognize stress and trauma, and mandatory annual mental health check-ins. LEMHWA Grant funding is available for Restoration’s services from July 1, 2026 through September 30, 2027.

On April 28, 2026, City Council authorized acceptance of the CalVIP Grant from the Board of State and Community Corrections (“BSCC”). (See Resolutions 26-048, 26-056.) The CalVIP Grant includes $53,560 for

Date: July 28, 2026
Subject:

ADOPT A RESOLUTION (1) APPROVING TWO CONSULTANT AND PROFESSIONAL SERVICES AGREEMENTS WITH RESTORATION FAMILY COUNSELING CENTER, INC. TOTALING $107,347, TO PROVIDE VARIOUS GRANT-FUNDED TRAINING AND COUNSELING SERVICES TO VALLEJO POLICE DEPARTMENT OFFICERS, AND (2) AUTHORIZING THE CITY

MANAGER TO EXECUTE SAID AGREEMENTS

Restoration to provide professional counseling support for VPD officers from July 1, 2026 through March 31, 2029.

VPD staff respectfully requests that City Council authorize execution of Agreements with Restoration for the grant-funded services described above.

FISCAL IMPACT
Funding for these Agreements with Restoration was already accepted and appropriated by City Council. (See Resolutions 25-295, 25-206 [LEMHWA Grant] and 26-048, 26-056 [CalVIP Grant].)

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (“CEQA”) because it is not a project that 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. 03 - Resolution - Restoration First Responder Network Contracts (CalVIP and LEMHWA) CAO Stamp

2. 01 - LEMHWA Contract - Restoration Family Counseling CAO Stamp

3. 02 - CalVIP Contract - Restoration Family Counseling Center CAO Stamp

CONTACT
[email protected]

1 Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 26-____ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO (1) APPROVING TWO CONSULTANT AND PROFESSIONAL SERVICES

AGREEMENTS WITH RESTORATION FIRST RESPONDER NETWORK LLC TOTALING $107,347, TO PROVIDE VARIOUS GRANT-FUNDED TRAINING AND

COUNSELING SERVICES TO VALLEJO POLICE DEPARTMENT OFFICERS, AND (2) AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS

WHEREAS, on December 16, 2025, City Council authorized acceptance of the Fiscal Year 2025 Law Enforcement Mental Health and Wellness Act Grant (“LEMHWA Grant”) through the United States Department of Justice Office of Community Oriented Policing Services (“COPS Office”) (Resolutions 25-195, 25-206); and

WHEREAS, the LEMHWA Grant includes $53,787 for Restoration First Responder Network LLC (“Restoration”) to provide various training and counseling services from July 1, 2026 through September 30, 2027; and

WHEREAS, on April 28, 2026, City Council authorized acceptance of the CalVIP Cohort 5 grant (“CalVIP Grant”) from the Board of State and Community Corrections (“BSCC”) (Resolutions 26-048, 26-056); and

WHEREAS, t he CalVIP Grant includes $53,560 for Restoration to provide professional counseling support for VPD officers from July 1, 2026 through March 31, 2029; and

WHEREAS, City staff respectfully requests that City Council approve the following Consultant and Professional Services Agreements (“Agreements”) with Restoration to provide various grant-funded training and counseling services to VPD officers and authorize the Interim City Manager to execute the same:

1. Agreement with Restoration for a not-to-exceed amount of $53,787 to be funded by the LEMHWA Grant;

2. Agreement with Restoration for a not-to-exceed amount of $53,560 to be funded by the CalVIP Grant.

The above agreements are included in the City Council agenda package for the July 28, 2026 City Council meeting.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby approves the two aforementioned Agreements with Restoration.

2 NOW, THEREFORE, BE IT FURTHER RESOLVED the Interim City Manager is hereby authorized to execute said Agreements.

Adopted by the City Council of the City of Vallejo at a regular meeting held on July 28, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 11 Approved as to form:

By: for
Veronica Nebb, City Attorney

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

This Consultant and Professional Services Agreement (“Agreement”) is made at Vallejo, California, dated for reference this 1st day of July, 2026, by and between the City of Vallejo, a municipal corporation (“City”), and Restoration Family Counseling Center, Inc., a California corporation, hereinafter referred to as “Consultant”, who agree as follows:

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

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

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

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

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

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

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

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

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

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

8. Independent Contractor. Consultant is an independent contractor. Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 11 only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

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

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

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

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

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

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

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this

Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 11 Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

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

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

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

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

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

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

15. General Prohibition on Assignment of CalPERS Members and Annuitants. Consultant shall not hire, employ, or use, as an employee, subcontractor or agent of Consultant (Assigned Individual) any California Public Employment Retirement System (CalPERS) member or annuitant in connection with the provision of services under this Agreement. Nor shall Consultant allow any of its subcontractors, agents, or other representatives to employ CalPERS

Consultant and Professional Services Agreement (Revised 05-2025) Page 5 of 11 members or annuitants for the purpose of performing work under this Agreement.

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

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

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

17. Term. The term of this Agreement shall commence on July 1, 2026 and shall continue in full force and effect until September 30, 2027.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of 90 days, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed three years.

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

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

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

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

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of

Consultant and Professional Services Agreement (Revised 05-2025) Page 6 of 11 the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

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

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

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

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

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

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

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

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

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

23. Non-Discrimination/Fair Employment Practices.

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

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

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

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

24. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United

Consultant and Professional Services Agreement (Revised 05-2025) Page 8 of 11 States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City:

Awab Manzoor
Administrative Manager
Vallejo Police Department
111 Amador Street
Vallejo, CA 94590
[email protected]

If to Consultant:

Sherie Mahlberg
President
Restoration Family Counseling Center, Inc.
313 Kendal Street
Vacaville, CA 95688
[email protected]

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

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

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

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

27. 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.

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 9 of 11 condition precedent or any other right hereunder.

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

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

31. 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.

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

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

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 10 of 11 review and approval of said news releases from City through the City Representative.

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

36. 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.

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

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

38. 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.

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

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments Exhibit D, entitled, “Appendix E. 2 C.F.R. Appending II to Part II: Contract provisions for nonfederal entity contracts under federal awards,” including attachments

[SIGNATURES ON FOLLOWING PAGE]

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

Restoration Family Counseling Center,
Inc., a California corporation

By: ____________________
Sherie Mahlberg
President

DATE: __________________

CITY OF VALLEJO,
a municipal corporation

By: ____________________
Harry E. Black
Interim City Manager

DATE: __________________

ATTEST:

By: ____________________
Dawn G. Abrahamson
City Clerk

APPROVED AS TO FORM:

By: ____________________ for
Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

By: ____________________
Armond Sarkis
Risk Manager

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

EXHIBIT A

SCOPE OF WORK

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

Claudia Williams
Administrative Analyst II
Vallejo Police Department
[email protected]

The Consultant’s Representative for this Agreement is:

Katie Gresham
Director of Operations
Restoration Family Counseling Center, Inc.
[email protected]

All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. 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 below. 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 from the City’s Representative.

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

Consultant and Professional Services Agreement (5-2025) Page 2 of 2 Exhibit A – Scope of Work
ATTACHMENT 1 TO EXHIHBIT A

Consultant shall support two of City’s core project goals: (1) to foster a department- wide culture of empathy, wellness, and retention, and (2) to reduce barriers to mental health services for officers and their families. To achieve these goals, Consultant will provide quarterly leadership and peer support trainings, in-house station visits for mental health education, debriefings, and awareness sessions.

Consultant will also offer one-on-one and group counseling, crisis intervention support, staffing assessments, tailored mental health strategies, and data for reporting. Additional services include spouse/significant other training to recognize stress and trauma, and mandatory annual mental health check-ins.

The anticipated budget is described below. However, funds may be reallocated between line items upon mutual agreement of the parties.

Services Costs
Annual Check-Ins (64 hours) $14,080
Critical Incident / Stress Debriefing Services (2 incidents) $2,360 Peer Support and Staff & Spouse Training (4 trainings) $6,720 Consultation Fees (10 hours) $2,200
Individual Counseling (148 sessions) $26,640
Administrative Costs $1,560
Misc. Reimbursable Expenses $227
TOTAL $53,787

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

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Fifty Three Thousand Seven Hundred Eighty Seven Dollars ($53,787), upon satisfactory completion of the services and delivery of the work product.

Consultant shall notify City in writing no later than sixty (60) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

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

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

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

3. 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

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

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

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

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

6. Total Billed to Date

C. Items shall be separated into Services and Reimbursable Expenses.

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

D. Request for payment shall be sent to:

Claudia Williams
Administrative Analyst II
Vallejo Police Department
[email protected]

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 3 Exhibit D – Mandatory Grant Provisions

EXHIBIT C

INSURANCE REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 3 Exhibit D – Mandatory Grant Provisions
D. Professional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.

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

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

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

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

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 3 Exhibit D – Mandatory Grant Provisions
waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 2 Exhibit D – Mandatory Grant Provisions

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 2 Exhibit D – Mandatory Grant Provisions

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

Approved as to form:

By: for
Veronica Nebb, City Attorney

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

This Consultant and Professional Services Agreement (“Agreement”) is made at Vallejo, California, dated for reference this 1 st day of July, 2026, by and between the City of Vallejo, a municipal corporation (“City”), and Restoration Family Counseling Center, Inc., a California corporation, hereinafter referred to as “Consultant”, who agree as follows:

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

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

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

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

Consultant shall also indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them

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

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

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

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

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

8. Independent Contractor. Consultant is an independent contractor.

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 11 Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

17. Term. The term of this Agreement shall commence on July 1, 2026 and shall continue in full force and effect until March 31, 2029.

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

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

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

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

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

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

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

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

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 7 of 11 subcontractors for performance of any service under this Agreement.

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

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

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

23. Non-Discrimination/Fair Employment Practices.

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

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

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

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

Consultant and Professional Services Agreement (Revised 05-2025) Page 8 of 11

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

I If to City:

Awab Manzoor
Administrative Manager
Vallejo Police Department
111 Amador Street
Vallejo, CA 94590
[email protected]

If to Consultant:

Sherie Mahlberg
President
Restoration Family Counseling Center, Inc.
313 Kendal Street
Vacaville, CA 95688
[email protected]

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

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

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

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

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

27. Waiver. Waiver by either party of any default, breach or condition

Consultant and Professional Services Agreement (Revised 05-2025) Page 9 of 11 precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

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

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

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

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

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

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

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

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

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any

Consultant and Professional Services Agreement (Revised 05-2025) Page 10 of 11 subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

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

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

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

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

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

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

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments Exhibit D, entitled “Mandatory Subcontractor Requirements”

[SIGNATURES ON FOLLOWING PAGE]

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

Restoration Family Counseling Center,
Inc., a California corporation

By: ____________________
Sherie Mahlberg
President

DATE: __________________

CITY OF VALLEJO,
a municipal corporation

By: ____________________
Harry E. Black
Interim City Manager

DATE: __________________

ATTEST:

By: ____________________
Dawn G. Abrahamson
City Clerk

APPROVED AS TO FORM:

By: ____________________ for
Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

By: ____________________
Armond Sarkis
Risk Manager

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

EXHIBIT A

SCOPE OF WORK

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

Claudia Williams
Administrative Analyst II
Vallejo Police Department
[email protected]

The Consultant’s Representative for this Agreement is:

Katie Gresham
Director of Operations
Restoration Family Counseling Center, Inc.
[email protected]

All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. Consultant shall provide professional mental health counseling and ancillary services to Vallejo Police Department (“VPD”) personnel utilizing appropriately trained and licensed mental health therapists.

Consultant and VPD will develop a protocol for utilization of said services by VPD personnel.

3. Time for Performance. Consultant will perform the services according to a mutually agreed upon schedule. 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 from the City’s Representative.

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 3 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed amount of Fifty-Three Thousand Five Hundred Sixty Dollars ($53,560).

Consultant shall notify City in writing no later than sixty (60) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

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

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

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s customary and appropriate billable hourly rates for each service shall be agreed upon by the parties in writing before services are rendered.

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 3 Exhibit B - Compensation

4. Payments to Consultant.

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

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

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

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

6. Total Billed to Date

C. Items shall be separated into Services and Reimbursable Expenses.

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

D. Request for payment shall be sent to:

Claudia Williams
Administrative Analyst II
Vallejo Police Department
[email protected]

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

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 3 Exhibit D – Mandatory Grant Provisions

EXHIBIT C

INSURANCE REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 3 Exhibit D – Mandatory Grant Provisions
D. Professional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.

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

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

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

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

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 3 Exhibit D – Mandatory Grant Provisions
waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

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

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

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

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 1 Exhibit D – Mandatory Grant Provisions

CONSENT CALENDAR 8.H.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Leonard Job, Public Works Director
SUBJECT: ACCEPT THE DOCK "A" REMOVAL PROJECT (PWM07) PERFORMED BY POWER

ENGINEERING CONSTRUCTION COMPANY AS COMPLETE, AND AUTHORIZE THE

CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE SOLANO COUNTY

RECORDER'S OFFICE

RECOMMENDATION
Accept the Dock 'A' Removal Project (PWM07), performed by Power Engineering Construction Company, as complete, and authorize the City Clerk to file a Notice of Completion with the Solano County Recorder's Office.

REASONS FOR RECOMMENDATION
The City Engineer has determined that the work was completed in compliance with the City-approved Plans and Specifications.

BACKGROUND AND DISCUSSION
On August 5, 2025, via Resolution 25-135, the City Council awarded a construction contract to Power Engineering Construction Company in the amount of $646,100.00 for the Dock "A" Removal Project (PWM07).

The Dock "A" Removal Project components included:
• Removal of approximately 13,110 SF of deteriorated timber floating docks from Dock "A" in the Vallejo Marina
• Removal of approximately 103 14" diameter timber piles • Mobilization/Demobilization, Demolition, and Disposal

Construction for the Dock "A" Removal Project commenced on October 6, 2025, and substantial construction activities were completed on November 30, 2025. All punch list items and final project closeout activities were completed by February 2026. No Construction Contract Change Orders (CCOs) were issued for this project; therefore, no contingency funds were expended under the construction contract with Power Engineering Construction Company.

Foth & Van Dyke has completed all permit closure requirements, and the project, including the related BCDC enforcement matter, has been formally closed. Completion of these tasks has ensured regulatory compliance and avoided the imposition of additional fines.

Staff recommends accepting the Dock "A" Removal Project (PWM07), performed by Power Engineering Construction Company, of Alameda, California, as complete, and authorizing the City Clerk to file a Notice of Completion with the Solano County Recorder's Office.

FISCAL IMPACT

Date: July 28, 2026
Subject: ACCEPT THE DOCK "A" REMOVAL PROJECT (PWM07) PERFORMED BY POWER

ENGINEERING CONSTRUCTION COMPANY AS COMPLETE, AND AUTHORIZE

THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE SOLANO

COUNTY RECORDER'S OFFICE

The Dock A Removal Project was funded through the Capital Improvement Program funds previously appropriated. The funding / budget and expenditure for the project is listed below:

SOURCES: Dock "A" Removal Project (PWM07) BUDGET EXPENDITURES Fund 201: Capital Outlay Funds $715,835.0
0 Fund 134: State Lands Funds $184,955.0
0 Plans, Specifications, and Estimates (PS&E)
- Foth Van Dyke & Associates
($ 79,279.00)
BCDC Permit Fine ($ 38,000.00)
Construction Contract ($646,100.00)
Construction Environmental Support Services
-- Foth Van Dyke & Associates Amendment
($ 101,500.00)
Construction Management & Inspection - Staff &
Consultant
($ 35,000.00)
TOTAL $900,790.0
0 ($899,879)

ENVIRONMENTAL REVIEW
The Project consists of minor alterations to an existing public facility and does not expand existing uses.

Accordingly, the Project is categorically exempt from the requirement for preparation of an environmental document as provided for in Section 15301(d) of the California Environmental Quality Act (CEQA) for projects that restore or rehabilitate deteriorated or damaged structures, facilities, or mechanical equipment to meet current standards of public health and safety. A Notice of Exemption was filed on January 8, 2025, with the County of Solano.

ATTACHMENTS

1. Dock A - LOCATION MAP and BEFORE-AFTER PICTURES

CONTACT
Leonard Job, P.E., Public Works Director (707) 648-4433 [email protected]
Glen March, P.E., Assistant Public Works Director/City Engineer (707) 648-4316 [email protected]

LOCATION MAP

BEFORE AND AFTER PICTURES

BEFORE PICTURES

After Pictures

CONSENT CALENDAR 8.I.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Leonard Job, Public Works Director
SUBJECT: NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2026-2027 BUDGET TO APPROPRIATE $7,500 FROM THE LANDSCAPE MAINTENANCE DISTRICT FUND BUDGET – SUMMIT II FUND #164 (STEP 1 OF 2)

RECOMMENDATION
Provide Notice of Intent to amend the Fiscal Year 2026-2027 budget to appropriate $7,500 from the Landscape Maintenance District fund budget – Summit II Fund #164.

REASONS FOR RECOMMENDATION
Additional funds are needed to pay for emergency tree work that was completed at the end of Fiscal Year 25- 26 in the Landscape Maintenance District (LMD) easement of District 164 – Summit II. Per City Charter Section 703, amending the budget requires providing public notice of intent prior to taking any action. A staff report with a recommendation to amend the budget will be presented to City Council at the next regularly scheduled City Council meeting.

BACKGROUND AND DISCUSSION
On June 11, 2026, the City of Vallejo’s Risk Management Division was notified of a tree failure located on Assessor’s Parcel Number (APN) 0081-060-040, a City-owned parcel maintained through Landscape Maintenance District (LMD) No. 164 – Summit II. The fallen tree impacted the rear yard of a residential property located at 118 Ron Court, causing damage to approximately 10 linear feet of a six-foot-tall dog-eared wooden fence and displacing soil on a steep hillside adjacent to the property.

Due to the size and location of the tree, the failure created a potential public safety hazard and presented liability concerns for the City, as the tree originated from City-owned property and fell onto private property.

Given the risk of further slope instability, additional property damage, and possible injury to residents or the public, staff determined that immediate action was necessary to mitigate the hazard.

To address the situation, staff utilized EZ Tree, the City’s on-call tree maintenance contractor, to perform emergency tree removal services. The contractor completed the removal work on June 15, 2026, eliminating the immediate safety risk and reducing the City’s potential exposure to future claims associated with the fallen tree. Because this emergency work was unforeseen, there were not sufficient funds in the Fiscal Year (FY) 2025-26 budget available to cover the cost, and because the incident occurred after the FY 2026–27 budget development process had been completed, sufficient funding was not included in the adopted LMD 164 –

Date: July 28, 2026
Subject: NOTICE OF INTENT TO AMEND THE FISCAL YEAR 2026-2027 BUDGET TO APPROPRIATE $7,500 FROM THE LANDSCAPE MAINTENANCE DISTRICT FUND BUDGET – SUMMIT II FUND #164 (STEP 1 OF 2)

Summit II budget to cover the cost of the emergency response. As a result, an additional appropriation is required to reimburse the contractor for the completed work.

Staff is requesting City Council approval to appropriate $7,500 from the available fund balance within Landscape Maintenance District No. 164 – Summit II (Fund 164) to cover the cost of the emergency tree removal services. Approval of this appropriation represents the first step in the two-step budget amendment process required to amend the FY 2026–27 budget and provide the necessary spending authority to pay for the completed emergency work.

FISCAL IMPACT
This item provides a notice of intent only and does not have any fiscal impact. The second step of the two-step budget amendment process will come at the next regular City Council meeting.

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

ATTACHMENTS
None

CONTACT
Leonard Job, Public Works Director 707-648-4433
[email protected]

CONSENT CALENDAR 8.J.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Sidney Wilson, Administrative Analyst II/Grant Manager SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE SUBMISSION OF AN APPLICATION TO THE 2027 ACTIVE TRANSPORTATION PROGRAM FOR THE BROADWAY-VINE TRAIL

CONNECTION AND PEDESTRIAN SAFETY IMPROVEMENTS PROJECT

RECOMMENDATION
Adopt a Resolution Authorizing Submission of an Application to the 2027 Active Transportation Program (ATP) for the Broadway–Vine Trail Connection and Pedestrian Safety Improvements Project.

REASONS FOR RECOMMENDATION
Approval of the proposed resolution will allow the City to compete for state Active Transportation Program funding to address critical pedestrian safety and connectivity needs along the Broadway corridor.

The proposed project would improve pedestrian access, enhance safety, address existing gaps in the sidewalk network, and strengthen connections to schools, transit, businesses, parks, and the Napa Valley Vine Trail.

Authorization to submit the application supports the City's ongoing efforts to leverage external funding sources to address infrastructure needs while minimizing reliance on limited local resources.

BACKGROUND AND DISCUSSION
The California Active Transportation Program (ATP) is a competitive statewide grant program that funds projects that improve pedestrian and bicycle safety, increase mobility and accessibility, reduce greenhouse gas emissions, improve public health, and expand transportation options for disadvantaged communities.

Staff is seeking authorization to submit an application to the 2027 Active Transportation Program (ATP) for the Broadway–Vine Trail Connection and Pedestrian Safety Improvements Project.

The proposed project concept includes approximately 5,750 linear feet of potential improvements consisting of curb, gutter, sidewalk, ADA-compliant pedestrian facilities, curb ramps, pedestrian crossing improvements, Rectangular Rapid Flashing Beacons (RRFBs), signage, striping, and related safety enhancements along Broadway and portions of Couch Street.

The proposed improvements are intended to enhance continuity in the pedestrian network and improve access to the Napa Valley Vine Trail, as well as to schools, transit services, employment centers, businesses, parks, and other community destinations.

The project would address longstanding gaps in the City's pedestrian network between Lewis Brown Drive and south of Sereno Drive. Existing conditions require pedestrians to travel along roadway shoulders and areas lacking dedicated pedestrian facilities, creating safety concerns for residents, transit users, students, seniors, and individuals with disabilities.

Date: July 28, 2026
Subject: ADOPT A RESOLUTION AUTHORIZING THE SUBMISSION OF AN APPLICATION TO THE 2027 ACTIVE TRANSPORTATION PROGRAM FOR THE BROADWAY-VINE

TRAIL CONNECTION AND PEDESTRIAN SAFETY IMPROVEMENTS PROJECT

The project area is within or adjacent to disadvantaged communities as identified through CalEnviroScreen and is consistent with local and regional efforts to improve transportation safety, accessibility, mobility, environmental justice, and Complete Streets infrastructure. The project supports improved active transportation opportunities and enhanced safety for all roadway users.

The total estimated project cost is approximately $7.12 million. Staff intends to seek approximately $6.4 million in funding through the 2027 Active Transportation Program cycle.

Approval of this resolution authorizes only the submission of a grant application and does not approve the project, appropriate funds, commit the City to a local match, authorize construction, or obligate the City to accept any awarded funding.

If the application is successful, staff will return to City Council at a future date with a separate item identifying the final award amount, funding requirements, project budget, matching fund requirements, implementation schedule, and any actions necessary to accept and administer the grant.

Submitting competitive grant applications enables the City to pursue external funding opportunities to address critical infrastructure needs and improve public facilities while minimizing reliance on limited local resources.

FISCAL IMPACT
Approval of this resolution authorizes only the submission of a grant application to the California Transportation Commission's 2027 Active Transportation Program.

There is no immediate fiscal impact associated with this action, and no appropriation of City funds is requested at this time.

If the application is successful, staff will return to City Council at a future date with a separate action item identifying the final award amount, funding requirements, project budget, matching fund requirements, and any actions necessary to accept and implement the grant.

ENVIRONMENTAL REVIEW
The proposed action consists solely of authorizing the submission of a grant application and does not commit the City to a specific project or course of action. Therefore, the action is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378.

Any required environmental review will be completed prior to project implementation if funding is awarded.

ATTACHMENTS

1. ATP Resolution - CAO Stamp

CONTACT
Sidney Wilson, Administrative Analyst II / Grant Manager [email protected]

RESOLUTION NO.

AUTHORIZING THE FILING OF AN APPLICATION FOR FUNDING

ASSIGNED TO THE METROPOLITAN TRANSPORTATION

COMMISSION (MTC) AND COMMITTING ANY NECESSARY

MATCHING FUNDS AND STATING ASSURANCE TO COMPLETE THE

PROJECT

WHEREAS, City of Vallejo (herein referred to as APPLICANT) is submitting an application to the Metropolitan Transportation Commission (MTC) for approximately $6,400,000 in funding assigned to MTC for programming discretion, which includes federal funding administered by the Federal Highway Administration (FHWA) and federal or state funding administered by the California Transportation Commission (CTC) such as Surface Transportation Block Grant Program (STP), Congestion Mitigation and Air Quality Improvement Program (CMAQ), Carbon Reduction Program (CRP), Transportation Alternatives (TA) set-aside / Active Transportation Program (ATP), and Regional Transportation Improvement Program (RTIP) funding (collectively REGIONAL DISCRETIONARY FUNDING) for the Broadway–Vine Trail Connection and Pedestrian Safety Improvements Project (PROJECT) for the Active Transportation Program (PROGRAM); and

WHEREAS, the United States Congress periodically enacts and amends legislation providing funding for transportation needs and programs (FEDERAL TRANSPORTATION ACT), including but not limited to STP (23 U.S.C. § 133), CMAQ (23 U.S.C. § 149), CRP (23 U.S.C. § 175), and TA set-aside (23 U.S.C. § 133); and

WHEREAS, state statutes, including California Streets and Highways Code §§182.6, 182.7, and 2381(a)(1), and California Government Code §14527, provide funding programs for the programming discretion of the Metropolitan Planning Organization (MPO) and Regional Transportation Planning Agency (RTPA); and

WHEREAS, pursuant to the FEDERAL TRANSPORTATION ACT, eligible project sponsors seeking federal or state funds for a regionally significant project must submit an application to the appropriate MPO or RTPA for review and inclusion in the federal Transportation Improvement Program (TIP); and

WHEREAS, MTC is the MPO and RTPA for the nine counties of the San Francisco Bay region; and

WHEREAS, MTC has adopted a Regional Project Funding Delivery Policy (MTC Resolution No. 3606, revised) governing the application and use of REGIONAL DISCRETIONARY FUNDING; and

WHEREAS, APPLICANT is an eligible sponsor for REGIONAL DISCRETIONARY FUNDING; and

WHEREAS, as part of the application for REGIONAL DISCRETIONARY FUNDING, MTC requires a resolution stating that the APPLICANT:
• commits any required matching funds, which may be satisfied through eligible in-kind contributions consistent with program guidelines;
• understands REGIONAL DISCRETIONARY FUNDING is fixed at the programmed amount and cost increases are not eligible for additional funding; • will comply with MTC Resolution No. 3606 (revised), including delivery milestones and funding deadlines;
• will complete the PROJECT as described in the application, subject to environmental clearance;
• has adequate staffing resources to deliver the PROJECT within the submitted schedule; • will comply with all PROGRAM requirements, including applicable ATP guidelines and accessibility requirements; and
• has assigned and will maintain a single point of contact for coordination with MTC, Caltrans, FHWA, and CTC on all FHWA- and CTC-funded transportation projects; and

WHEREAS, APPLICANT is authorized to submit an application for REGIONAL DISCRETIONARY FUNDING for the PROJECT; and

WHEREAS, there is no legal impediment to APPLICANT submitting applications for these funds; and

WHEREAS, there is no pending or threatened litigation that would adversely affect the PROJECT or APPLICANT’s ability to deliver the PROJECT; and

WHEREAS, APPLICANT authorizes its City Manager, or designee, to execute and file an application with MTC for REGIONAL DISCRETIONARY FUNDING for the PROJECT; and

WHEREAS, MTC requires that a copy of this resolution be transmitted to MTC in conjunction with the application submission; and

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby:

1. AUTHORIZES the filing of an application for REGIONAL DISCRETIONARY FUNDING for the PROJECT; and

2. COMMITS to if approved and accepted provide any required matching funds, including eligible in-kind contributions consistent with program requirements; and

3. AFFIRMS that REGIONAL DISCRETIONARY FUNDING is fixed at the programmed amount and that any cost increases will be the responsibility of the APPLICANT and not subject to additional funding; and

4. CONFIRMS that the City will comply with MTC Resolution No. 3606 (revised) and all applicable program requirements, including ATP guidelines, ADA accessibility requirements, and environmental clearance obligations; and

5. AFFIRMS that the PROJECT will be implemented as described in the application, subject to environmental review and approval; and

6. CERTIFIES that the City has adequate staffing and administrative capacity to deliver the PROJECT within the proposed schedule; and

7. AUTHORIZES the City Manager, or designee, to execute and submit all necessary documents for the application; and

8. REQUESTS that MTC approve programming of the PROJECT if awarded and include the PROJECT in the federal Transportation Improvement Program (TIP).

Adopted by the City Council of the City of Vallejo at a regular meeting held on June 9, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

CONSENT CALENDAR 8.K.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Water Director
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AWARDING AND APPROVING ON CALL MAINTENANCE SERVICES AGREEMENTS WITH DXP ENTERPRISES, INC. AND MECHANICAL ANALYSIS/REPAIR, INC., FOR ON-

CALL PUMP REPAIR AND MACHINING SERVICES IN AN AMOUNT NOT TO EXCEED $740,000 FOR EACH COMPANY AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

RECOMMENDATION
Adopt a resolution of the City Council of the City of Vallejo awarding and approving on Call Maintenance Services Agreements with DXP Enterprises, Inc. and Mechanical Analysis/Repair, Inc., for on-call pump repair and machining services in accordance with industry standards, for a not-to-exceed amount of $740,000 for each company and authorizing the City Manager to execute the Agreement.

REASONS FOR RECOMMENDATION
Approval of the On Call Maintenance Services Agreement will address the outstanding pump repair and machining services needs within the City of Vallejo Water Department’s water treatment plants and pump stations as there are various types of pumps that are used during the water treatment process. Additionally, there are various components that are part of the water treatment process where machining and repair services are a cost-efficient approach when a replacement part is not necessary.

BACKGROUND AND DISCUSSION
The City of Vallejo utilizes a variety of water pumps as critical infrastructure throughout its water system.

These pumps perform essential functions at the City's water treatment plants, pump stations, storage facilities, and distribution system by moving and conveying water through the various stages of treatment, storage, and delivery. They ensure treated drinking water is safely and reliably transported throughout the City's water system, maintain adequate system pressures, replenish storage reservoirs and tanks, and provide the water necessary to support homes, businesses, schools, hospitals, and fire protection services. Because the City's water system operates continuously, these pumps are in service 24 hours a day, 365 days a year, making them indispensable to maintaining a safe, reliable, and uninterrupted water supply for the community.

The continuous operation of this equipment subjects pumps and their components to significant mechanical wear over time. Routine inspection, testing, and condition assessments are necessary to determine whether critical components can be safely refurbished or require replacement. When components remain structurally sound, specialized machining and refurbishment services can restore them to operational condition, extend their useful service life, and maintain reliable performance.

Utilizing refurbishment services whenever feasible is a prudent and cost-effective asset management practice.

Restoring existing components is often substantially less expensive than purchasing new replacement parts, can reduce equipment downtime, and helps maximize the useful life of existing infrastructure. This approach allows the Water Department to responsibly steward public funds while maintaining the reliability and resilience of the City's critical water infrastructure.

Date: July 28, 2026
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AWARDING AND APPROVING ON CALL MAINTENANCE SERVICES
AGREEMENTS WITH DXP ENTERPRISES, INC. AND MECHANICAL
ANALYSIS/REPAIR, INC., FOR ON-CALL PUMP REPAIR AND MACHINING SERVICES IN AN AMOUNT NOT TO EXCEED $740,000 FOR EACH COMPANY AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

In March 2026, the Water Department Procurement Team began drafting documents to prepare a Request for Quotes for On-Call Pump Repair and Machining Services to continue servicing the pumps and their associated parts. The pumps operate at optimum levels and can fail during various times, and it is imperative to have an organization available to address when a pump fails and help determine if a pump can be repaired on-site or if a pump needs to be replaced. In addition, if a separate part of the pump requires machining or replacement then the City needs to have those services available promptly as well.

The City of Vallejo faces ongoing staffing challenges, limiting its ability to adequately provide as-needed repair and services. Historically, pump repair services for the Water Departments have been provided by private companies to assist in providing required disassembly, general inspection, and cleaning, with City of Vallejo staff approval, as-needed repairs, and machining services.

On April 9, 2026, the City posted a formal request for On-Call Pump Repair and Machining Services on PlanetBids. On April 29, 2026, sealed quotes that were sent via electronic submission were opened. The City received two (2) quotes. Both the submitted quotes met all the requirements put forth by the Water Department. The selection team determined that DXP Enterprises, Inc. and Mechanical Analysis/Repair, Inc. were both responsive and responsible proposers and recommends awarding each a five-year maintenance agreement in the amount of $740,000 each.

FISCAL IMPACT
As this is an on call as-needed service contract, a quote will be provided for each job requested. The Water Department shall ensure that they have the available funds in their budget for each job. Staff have anticipated and projected the annual costs, which have been included in the FY26-27 budget.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301 as it consists of a contract for minor repair of existing facilities. Further, it is not a project that has the potential to result in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guidelines section 15378, as it involves a machinery repair contract which does not result in physical changes to the environment.

ATTACHMENTS

1. Resolution - MarTech and DXP- On-Call Pump Repair and Machining Services-CAO Stamp

2. MarTech - On Call Maintenance Services Agreement - CAO Stamp

3. MarTech - COI Exp 10012026

4. DXP - On Call Maintenance Services Agreement CAO Stamp

5. DXP - COI Exp 06012027

CONTACT

Date: July 28, 2026
Subject: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AWARDING AND APPROVING ON CALL MAINTENANCE SERVICES
AGREEMENTS WITH DXP ENTERPRISES, INC. AND MECHANICAL
ANALYSIS/REPAIR, INC., FOR ON-CALL PUMP REPAIR AND MACHINING SERVICES IN AN AMOUNT NOT TO EXCEED $740,000 FOR EACH COMPANY AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

Beth Schoenberger, Water Director (707) 648-5439
[email protected]
John Palesi, Water Operations Manager for Operations & Maintenance (707) 648-4519, [email protected]

RESOLUTION NO. 26-________

ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AWARDING AND APPROVING ON CALL MAINTENANCE SERVICES
AGREEMENTS WITH DXP ENTERPRISES, INC. AND MECHANICAL
ANALYIS/REPAIR, INC., FOR ON-CALL PUMP REPAIR AND MACHINING REPAIR SERVICES IN AN AMOUNT NOT TO EXCEED $740,000 EACH AND AUTHORIZING

THE CITY MANAGER TO EXECUTE SAME

WHEREAS, the City of Vallejo contracts with private companies to provide pump disassembly, cleaning, inspection, as-needed repair and machining services on water treatment pumps and miscellaneous parts; and

WHEREAS, water treatment pumps are highly specialized units and require technicians who have received highly specialized training to support the disassembly, cleaning, general inspection, and repair services necessary for the water treatment pumps to meet standards set by the National Electrical Manufacturers Association (NEMA) and ensure the water treatment pumps have an epoxy coating internally and externally that meets the National Sanitation Foundation (NSF) standards; and

WHEREAS, On April 29, 2026, a formal request for quotes was performed by the City of Vallejo to solicit contractors for On-Call Pump Repair and Machining Services for a multi- year contract in an amount not to exceed $740,000 and on April 23, 2026, two (2) quotes were sent electronically to PlanetBids with both contractors being awarded, DXP Enterprises, Inc. and Mechanical Analysis/Repair, Inc.; and

WHEREAS, on call Maintenance Services Agreements between the City of Vallejo Water Department and DXP Enterprises, Inc. and Mechanical Analysis/Repair, Inc., are necessary to ensure on-demand pump repair and machining services are in place to extend the longevity of these units as well as to facilitate a contractor to perform specialized maintenance and parts in accordance with the National Electrical Manufacturers Association (NEMA) and National Sanitation Foundation (NSF) standards; and

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby awards and approves the Maintenance Services Agreements with DXP Enterprises, Inc., and a separate on call Maintenance Services Agreements with Mechanical Analysis/Repair, Inc., as a result of the formal request for quotes process, for on-call pump repair and machining services in the total not to exceed amount of $740,000 for each contractor in the form approved by the City Manager and City Attorney and authorizes the City Manager to execute the same.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on July 14, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_________________________________________

ANDREA SORCE, MAYOR

ATTEST:
_________________________________________
DAWN G. ABRAHAMSON, CITY CLERK

Services Agreement - Maintenance Services Page 1 of 21

ON CALL MAINTENANCE SERVICES AGREEMENT

BETWEEN CITY OF VALLEJO AND MECHANICAL ANALYSIS/REPAIR, INC

This On Call Maintenance Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 15th day of 2026, by and between the City of Vallejo, a municipal corporation ("City"), and Mechanical Analysis/Repair, Inc., a California corporation, hereinafter referred to as “Contractor”, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide the City services as specified in Exhibit A, entitled “Scope of Work.” On an on call basis as services are required by City.

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

3. Equipment and Labor. Contractor shall, at its sole cost and expense, furnish all equipment and labor which may be required for furnishing services pursuant to this Agreement in a safe, efficient, and legal manner. The Contractor shall at all times furnish and maintain sufficient equipment as necessary to perform the work of this contract. Such equipment shall be subject to the inspection and approval of the City's Representative.

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

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

Services Agreement - Maintenance Services Page 2 of 21

and nature whatsoever arising out of or in connection with Contractor’s operations, or any subcontractor’s operations, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Contractor supplies a CalPERS member who CalPERS determines is subject to enrollment.

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

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

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

7. Repairs and Corrective Actions. Contractor shall communicate to the City any related hazards encountered while performing services under Agreement. Any hazardous conditions noted, or seen, by the Contractor that have occurred by any means other than during the performance of the Contractor's work, whether by vandalism or any other means, shall be promptly reported to the City’s Representative.

The Contractor is responsible for securing any immediate hazards with caution tape, safety cones, buoys, and/or barricades until a City Representative arrives to the location.

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

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

Services Agreement - Maintenance Services Page 3 of 21

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

Contractor shall comply with all applicable Federal and State of California statutes, rules and regulations in performance of the work.

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

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

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

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

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

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

Services Agreement - Maintenance Services Page 4 of 21

adjust the schedule.

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

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

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

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

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

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

17. Department of Industrial Relations. For the duration of this agreement, Contractor shall maintain an active registration as a public works contractor in good standing with the State of California Department of Industrial Relations (DIR). Contractor shall comply with all applicable DIR requirements.

Services Agreement - Maintenance Services Page 5 of 21

18. Prevailing Wage. Pursuant to Prevailing Wage Law, State of California Labor Code section 1720 and following, Contractor shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. The Contractor shall forfeit, as penalty to the City, Fifty Dollars ($50.00) for each calendar day or portion thereof, for each employee paid less than the stipulated prevailing rates for any work done under the contract by it or by any subcontractor under it, in violation of the provisions of such Labor Code.

19. Apprentices. Attention is directed to section 1777.5 of the Labor Code of the State of California concerning employment of apprentices. Contractor is required to comply with the provisions of said section.

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

21. Term. The term of this Agreement shall commence on July 15, 2026, and shall continue in full force and effect until June 30, 2031.

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

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

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

Contractor agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright

Services Agreement - Maintenance Services Page 6 of 21

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 Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

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

24. Public Noticing of Operations. The responsibility to notify the public of operations will be the responsibility of the City Representative; Contractor shall have no responsibility in this regard.

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

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

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

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

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

27. 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.

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

Services Agreement - Maintenance Services Page 7 of 21

compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

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

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

If to City: Beth Schoenberger
Water Director
City of Vallejo, Water Department
202 Fleming Hill Road
Vallejo, CA 94589

If to Contractor: Dave Ruddock
Senior Engineering Manager
Mechanical Analysis/Repair, Inc.
142 North Cluff Avenue
Lodi, CA 95240

Any party may change the identity of the recipient or its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

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

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

31. 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.

32. 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

Services Agreement - Maintenance Services Page 8 of 21

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.

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

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

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

36. 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.

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

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

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

A violation by Contractor of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief. Contractor’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

Services Agreement - Maintenance Services Page 9 of 21

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

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

41. 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.

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

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

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

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

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments

Services Agreement - Maintenance Services Page 10 of 21

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

MECHANICAL ANALYSIS/REPAIR,
INC.,
a California corporation

By: _____________
Dave Ruddock
Senior Engineering Manager

DATE: ____________________

XXXXXXXX________________
Vallejo Business License No.

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By: ________________________
Harry E. Black
Interim City Manager

DATE: ___________ ________

ATTEST:

By: ________________________
Dawn G. Abrahamson
City Clerk

APPROVED AS TO CONTENT:

__________________________
Beth Schoenberger
Water Director

APPROVED AS TO FORM

___________For__
Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

________________
Armond Sarkis
Risk Manager

Exhibit A – Scope of Work Page 11 of 21

EXHIBIT A

SCOPE OF WORK

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

Terry Duncan
Water Facilities Superintendent
City of Vallejo – Water Department
202 Fleming Hill Road
Vallejo, CA 94589
(707) 648-5413
[email protected]

The Contractor’s Representative for this Agreement is:

Dave Ruddock
Senior Engineering Manager
Mechanical Analysis/Repair, Inc.
146 North Cluff Avenue
Lodi, CA 95240
(925) 813-0134
[email protected]

All routine administrative communications between the parties will be between the above- named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Contractor Representative and City’s Representative.

2. General Services to be Provided.

The general services to be provided on the pump and water treatment related equipment are repair work to be provided on an on call basis as such shall be defined, scheduled and authorized in a Statement of Work substantially in the form set forth herein related to several types of equipment including but not limited to the following:

a. Pumps –

i. Centrifugal
ii. Submersible
iii. Positive Displacement
iv. Diaphragm
v. Progressive Cavity
vi. Vertical Turbine
vii. Horizontal Split Case
viii. End Suction
ix. Multistage Booster
x. Chemical Metering
xi. Sludge Transfer
xii. ANSI Process

Exhibit A – Scope of Work Page 12 of 21

xiii. Fire

b. Motors and Drive Components –

i. Vertical Hollow Shaft Motors
ii. Horizontal Electric Motors
iii. Couplings (Grid, Elastomeric, Gear)
iv. Bearing and Housings
v. Gearboxes and Reducers
vi. Pump Shafts and Sleeves
vii. Mechanical Seals

c. Treatment Equipment –

i. Clarifier Drives
ii. Flocculator Drives
iii. Sludge Scraper Systems
iv. Dewatering Components
v. Chemical Feed Systems

d. Valves and Appurtenances –

i. Butterfly Valves and Actuators
ii. Ball
iii. Gate
iv. Knife Gate
v. Check Valves
vi. Globe
vii. Plug
viii. Pressure Relief
ix. Surge Relief
x. Air/Vacuum Valves
xi. Pump/Motor Control Valves

e. Miscellaneous Equipment –

i. Pump Shafts
ii. Knife Gate Operating Shafts
iii. Actuator Shaft Drive Nuts
iv. Other Miscellaneous Parts and Machine Work

B. The City Representative will consult with the Contractor on a case-by-case basis to determine and/or detail the scope of services required for specific projects. City may require Contractor to provide a quote for specific projects. No work shall be performed without prior approval from the City Representative to the Contractor.

3. Hours of Operations. Contractor shall perform services between the hours of 8:00 AM and 5:00 PM, unless otherwise specified by the City Representative. The use of power equipment or other work that results in loud noises shall not be permitted before 8:30 AM. Any exception shall only be authorized with prior approval of the City Representative. Minor deviations from

Exhibit A – Scope of Work Page 13 of 21

the requirements of this section concerning hours of work which do not significantly change the cost of the work may be permitted upon the written request of the Contractor, if in the opinion of the City Representative, the public will be better served if the work is expedited. Such deviation shall not be adopted until the City Representative has indicated his or her written approval.

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

5. Vehicle and Pedestrian Traffic. If vehicle or pedestrian traffic is to be detoured or restricted in order for work to be properly and safely completed, plans must be submitted and approved by the City prior to starting work. City Representative shall be notified at least 48 hours in advance of any work which will interfere with the normal flow of traffic.

It shall be the Contractor's responsibility to post no access areas, by use of caution tape of other temporary barrier as required to perform work.

Full compensation for conforming to the requirements of this Section shall be considered as included in the contract prices paid for the various items of work and no separate payment may be made thereof.

6. Inspection. The City’s Representative shall be furnished with every reasonable means for ascertaining full knowledge of the Contractor’s operations, including the workmanship, materials and equipment used and employed in the work. Inspection of the work shall not relieve the Contractor of any obligations to complete the work according to City standards.

Defective work shall be made good even if the defective work was not pointed out during the initial inspection and the work was accepted for payment. Any work found to be unacceptable by the City will be noted in writing to the Contractor. Upon receipt of notice of any deficiencies, the Contractor shall make a reasonable effort to correct the deficiencies within five (5) working days. If unacceptable conditions are not corrected within this time period, the City shall have the right to deduct payment or have services performed by others at the Contractor's expense.

7. Rejected Materials. The Contractor shall immediately remove any rejected or condemned material provided by the Contractor at his or her own expense. Rejected materials shall never again be offered to the City. Additionally, as a remedy, the City may deduct and retain the cost to replace the work from any sums due or to become due to the Contractor.

8. Safety Requirements. Contractor agrees to perform all work outlined in the Agreement in such a manner as to meet all accepted standards for safe practices and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all City, County, State or other legal requirements including, but not limited to, full compliance with the terms of applicable O.S.H.A., CAL E.P.A. Safety Orders at all times so as to protect all persons, including Contractor employees, agents of the City, vendors, members of the public or others from foreseeable injury, or damage to their property.

Contractor shall cooperate fully with City in the investigation of any accident, injury or death occurring on City property, including a complete written report thereof to the City Representative within twenty‐four (24) hours following the occurrence.

Exhibit A – Scope of Work Page 14 of 21

Exhibit A – Scope of Work Page 15 of 21

CITY OF VALLEJO

STATEMENT OF WORK

Statement of Work No..____________

This Statement of Work, effective this ____ day of , 20__ , (“Effective Date”) is issued under and subject to all the terms and conditions of the On- Call Maintenance Services Agreement (“Agreement”), dated ____________, 2026 by and between the City of Vallejo (“City”) and Mechanical Analysis/Repair, Inc., a California corporation, (“Contractor”).

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

SECTION 1. SCOPE OF WORK.

The scope of work authorized by this Statement of Work is as described below.

[Insert Project description or attach a copy of the proposal and incorporate it by reference as Attachment ___ to Statement of Work No. ____].

SECTION 2. TIME OF PERFORMANCE.

a. The start date shall be [insert date] and the completion date shall be [insert date].

SECTION 3. ESTIMATED COST AND COMPENSATION.

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

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

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

Exhibit A – Scope of Work Page 16 of 21

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

MECHANICAL ANALYSIS/REPAIR,
INC., CITY OF VALLEJO,
a California corporation a municipal corporation

By: By:
[INSERT SIGNER] [INSERT SIGNER]
[INSERT SIGNER TITLE] [INSERT SIGNER TITLE]
DATE: ______ DATE: ______

Exhibit B – Compensation Page 17 of 21

EXHIBIT B

COMPENSATION

1. Contractor’s Compensation.

A. Services: City agrees to pay Contractor for the services set forth in Exhibit A of this Agreement, for a total not to exceed during the Term of the Contract of Seven Hundred Forty Thousand Dollars and Zero Cents ($740,000.00). Price is to include all costs chargeable to the City.

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

B. Additional Services:

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

2. City, at its option, may negotiate a fixed fee for any Additional Services not subject to prevailing wage, as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Contractor, compensation to Contractor shall not exceed the fixed fee amount.

2. Invoicing. Contractor shall invoice City in a timely manner upon completion of each service provided in a form approved by the City Representative. Invoicing shall include a detailed description of the work performed, the quantity and unit price for the work performed, total cost, and the City of Vallejo Purchase Order Number.

When applicable, a weigh-master’s tag or transfer station ticket indicating the item(s) or vessel(s) being disposed shall be included with the invoice, and the tag/ticket number referenced on invoices to verify the charges.

Invoices shall be submitted directly to the department/division requesting service, and shall be according to the instruction provided by the City representative ordering said service.

3. Payment. City agrees to pay Contractor for those services set forth in Exhibit A as requested in writing by the City, and for all authorized reimbursable expenses, within thirty (30) days after the City has approved the invoice upon satisfactory completion of the services.

Request for payment shall be sent according to the direction provided by the City representative who ordered the specific service(s).

Exhibit B – Compensation Page 18 of 21

4. Price Increases/Billable Rate Adjustments. Vendor may request a price increase after one hundred twenty (120) days from the effective date of the contract. The effective date starts from the date contract has been signed. Subsequent price increases may be requested twelve months from the date of the previous approved price increase. The amount of the first increase shall not exceed actual documented increase in Vendor’s direct cost and shall not be more than five percent (5%) above the previous quotation price. Subsequent increases shall also not exceed this percentage. To request a price increase, Vendor must submit a letter with an itemized list showing revised prices by line item. The letter and documentation shall be sent to the following address: City of Vallejo Corporation Yard, 111 Amador Street, Vallejo, CA 94590. If the City approves the price increase, Vendor shall be notified in writing; no price increase will be effective until Vendor receives this notice. Vendor may, no later than March 1st of each year, submit a request to increase any or all hourly rates based on increases to California minimum wage rates approved and scheduled to take effect within the City’s next fiscal year (July 1 – June 30). Upon approval by City, new rates will take effect the following July 1st.

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

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

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

Exhibit C – Insurance Requirements Page 19 of 21

EXHIBIT C

INSURANCE REQUIREMENTS

Contractor shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Contractor, their agents, representatives, or employees or subcontractors. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the 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 representation 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 Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

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

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

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

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

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

C. Workers’ Compensation 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.

Exhibit C – Insurance Requirements Page 20 of 21

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 deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 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 provision 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 officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased hired or borrowed by the Contractor. 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 coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

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

D. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that 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, officials, employees, agents or volunteers. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

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

Exhibit C – Insurance Requirements Page 21 of 21
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, including limits, based on the nature of the risk, prior experience, insurer, coverage, 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 endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. All verification 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 under its policies or shall furnish separate certificates and endorsements for each subcontractor.

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

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

9/24/2025
L/P Insurance Services, LLC
1375 Exposition Blvd.

Suite 109
Sacramento CA 95815
Teri Nowak
(775)996-6000
[email protected]
Mechanical Analysis Repair, Inc.

DBA: MarTech
142 N Cluff Ave.

Lodi CA 95240
Travelers Indemnity Co of Connecticut 25682
Travelers Property Casualty Co of America25674
Scottsdale Insurance Company 41297
CL2592431974
A
X
X
X $5,000 Ded Per Occurrence
X
CO6S079012TCT25 10/1/2025 10/1/2026
1,000,000
300,000
5,000
1,000,000
2,000,000
2,000,000
A X
8106S07809A2526G 10/1/2025 10/1/2026
1,000,000
B
X X
X 10,000 CUP7S04959A2526 10/1/2025 10/1/2026
5,000,000
5,000,000
B Y
UB6S0788262526G 10/1/2025 10/1/2026
X
1,000,000
1,000,000
1,000,000
B Rented/Leased Equipment 6307T541300TIL25 10/1/2025 10/1/2026 Limit Per Occurence/Item $300,000 C Excess Liability XLS2008256 10/01/2025 10/01/2026 Limit $4,000,000 The City, its officers, officials, employees and volunteers and the Engineer, its officers officers, directors, employeess and subconsultants: See Attached Additional Comments/Remarks page for information regarding additional coverage terms and Additional Insured status.

City of Vallejo
Water Department
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]
Amanda Hays/JFOST
The ACORD name and logo are registered marks of ACORD

CERTIFICATE HOLDER
© 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25 (2014/01)

AUTHORIZED REPRESENTATIVE

CANCELLATION

DATE (MM/DD/YYYY)

CERTIFICATE OF LIABILITY INSURANCE

LOCJECT

PRO-POLICY
GEN'L AGGREGATE LIMIT APPLIES PER:

OCCURCLAIMS-MADE

COMMERCIAL GENERAL LIABILITY
PREMISES (Ea occurrence) $

DAMAGE TO RENTED
EACH OCCURRENCE $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
$RETENTIONDED

CLAIMS-MADE
OCCUR
$
AGGREGATE $
EACH OCCURRENCE $UMBRELLA LIAB

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

LTR TYPE OF INSURANCE POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
PER

STATUTE
OTH-
ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$

ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes, describe under
DESCRIPTION OF OPERATIONS below
(Mandatory in NH)
OFFICER/MEMBER EXCLUDED?

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

AUTOMOBILE LIABILITY

ANY AUTO

ALL OWNED SCHEDULED

HIRED AUTOS

NON-OWNED

AUTOS AUTOS
AUTOS

COMBINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE $
$
$
$

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD 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.

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

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.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

INSURED
PHONE
(A/C, No, Ext):

PRODUCER
ADDRESS:

E-MAIL
FAX
(A/C, No):

CONTACT
NAME:

NAIC #
INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

INSURER(S) AFFORDING COVERAGE

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INS025 (201401)

MarTech
RAM Investment LLC
Doing Business As
Limited Liability Company, Additional Named Insured
Additional Named Insureds
Other Named Insureds
OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC

Continued from Description of Operations Section:

NAMED INSURED: MECHANICAL ANALYSIS REPAIR, INC. DBA: MARTECH: When Named Insureds operations are performed for Certificate Holder and/or entities listed in Description of Operations on the Acord 25 form pursuant to a valid written contract or agreement executed by Named Insured prior to loss, in accordance with the noted policy(ies): Add'l Insured Status is determined by GL Forms #CGD2460419, #CAT4990216, Primary Non-Contrib is determined by GL CGT1000219, AU Form #CAT4990216, Excess follows form per attached #EU00010716; Waiver of Subro Status is determined by GL Form #CGD3160219, AU Form #CAT3530215, WC Form #WC000313(00); Desig. Proj Gen Agg Limit is determined by GL Form #CGD2110104

COMMENTS/REMARKS
COPYRIGHT 2000, AMS SERVICES INC.OFREMARK

COMM RCI L

G NERAL IAB L TYE A E L I I

T IS ENDORSE
MENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.H H E BLANKE

T ADDITIONAL INSURED
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COMM RCI L G NERAL IAB LI Y COVERA E PARTE A E L I T G
Any "bodi
ly injury", "property dam ge" o a r
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l re to prov de, any pro e sionali u i f s:
arch te t
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i sured, ut onlyn b : prepa e or approv , ma s, shopr e p drawi gs, opin on , reports, surv y ,n i s e sWi h r
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fi l orders or change orders, or thee d"prope ty dam ge that o curs, or fo "perso alr a " c r n prepa i g, approv ng, or fa l n tor n i i i gi ju y ca sed by an o fe se that is comm ttedn r " u f n i , prepa e or app ov , drawings andr r esubsequent to the signing of that contract or ag ee ent and while tha pa t o the contra t or m t r f c r spe i i a io s; andc f c t n ag ee ent s in e fe t; andr m i f c Su erv s
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If the L
im t o In uran e o thi Cov rage Part fo lowi g dutiei s f s c f s e l n s:
shown in the De laratio s ex eed the m nim mc n c i u Giv u s wri ten no i e as soon a pra tica lee t t c s c bl m t requi ed by the written co tra t oi i s r n c r o an "o cur en e o an o fe se whi h m yf c r c " r f n c aag ee ent, the i surance prov ded to ther m n i re ult i a clai . To t e ex en possible suchs n m h t t ,addi ional insured wil be lim ted to sucht l i no ice should in l de:t c um nim m required lim ts. Fo the purpo e oi u i r s s f de erm nin whether thi lim tatio applie , thet i g s i n s How, when an where the "o cur en ed c r c "
m nim m im t requi ed by the wri ten co tra t oi u l i s r t n c r or o fe se too pla e;f n k cag ee ent will be co sidered to include ther m n The nam s
and addre se o any inj rede s s f um nim m lim ts o any Umb el a o Ex essi u i f r l r c pe sons an witne se ; andr d s sl ab l ty cov rage requi ed fo the addi ionali i i e r r t i sured by that writ en cont a t o agreem nt.n t r c r e The nature an d lo ation o any inj ry oc f u rThi prov sion will not increa e the lim t os i s i s f dama e ari ing out o the "o cur en eg s f c r c "i suran e de cribed in Se tion c s c n Lim t
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the ad it onal nsuredd i i :i sured does not ap ly o:n p t Pa e 1 o 2 g f
POLICY NUMBER: CO6S079012TCT25

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COMM E RCIAL GE N ERAL LIAB ILITY
c. M eth o d O f Sh a rin g a. The s ta t e m e nt s in th e De cl a ra t i o ns a r e a ccura te a nd co m p l e te ;If a l l o f the o t he r i n s ura nce pe r m i t s co nt ri b ut i o n by e qu a l s ha re s, w e wi l l fo l l o w t h i s m e t h o d a l s o . b . Tho s e s ta te m e n ts a re ba s e d upo n Und e r th i s a p pr o a ch e a ch in s ure r co nt ri but e s re pre se nt a ti o n s y o u m a de to us; a n d e q ua l a m o un t s unt i l it ha s pa i d it s a p pl i ca bl e c. We ha v e i s s ue d th i s po l i cy i n re l i a n ce up o nl i m i t o f in s ura nce o r no ne o f th e l o ss re m a i ns, y o ur re p re s e n ta t i o ns.whi che v e r co m e s fi r s t. The uni n te n ti o n a l o m i ss io n o f , o r uni n t e n t i o na l e r ro rIf a ny o f th e o t h e r i nsura nce do e s no t pe r m i t i n, a ny i nf o rm a ti o n pro v i de d by y o u whi ch we re l i e dco n tr i bu t i o n by e qu a l s ha re s , we wi l l co nt ri b ut e up o n i n iss ui ng th i s po l i cy wi l l no t pre j u di ce y o u rby l i m i t s. Und e r th i s m e t ho d, e a ch i nsure r 's ri g ht s unde r th i s in s ura n ce . Ho we v e r, thi s pro v i s i o ns ha re is ba s e d o n the ra ti o o f i t s a pp l i ca bl e l i m i t do e s no t a ff e ct o ur ri gh t to c o l l e ct a d di ti o n a lo f in s ura nce to th e to t a l a p pl i ca b l e li m i t s o f pre m i um o r to e x e rci s e o u r rig ht s o f ca n ce l l a t i o n o ri ns ura nce o f a l l i nsure rs . no nre ne wa l i n a cco rd a nce w i t h a pp l i ca bl e i n s ura nce d . P ri ma ry And No n -Co n trib u t o ry In su ran c e If l a ws o r re g ul a t i o ns.

Req u i red B y Wri tte n Co n trac t 7. Se p arat io n O f I n su red s If y o u s pe ci f i ca l l y a g re e i n a wri tt e n co nt ra ct o r Ex ce pt wi th re s pe ct to the Li m i t s o f In s ura n ce , a nda g re e m e nt tha t the i nsura n ce a f fo rd e d to a n a n y ri gh ts o r du ti e s s pe ci f i ca l l y a ss ig ne d i n th i si nsure d un de r t hi s Co v e ra ge Pa rt m ust a p pl y o n Co v e r a g e Pa r t to the fi rs t Na m e d Insure d, th i sa pri m a ry ba s i s , o r a pri m a ry a n d no n - i ns ura nce a p pl i e s :co n tr i bu to ry ba sis, th i s i nsura n ce is pri m a ry to a. As i f e a ch Na m e d In s ure d we r e the o nl yo t h e r in s ura n ce th a t i s a v a i l a bl e t o such i nsure d Na m e d In s ure d ; a ndwhi ch co v e rs s uch i n s ure d a s a n a m e d i nsure d, b . Se pa ra t e l y to e a ch in s ure d a ga i n s t who m cl a i ma n d we wil l no t s ha r e wi t h th a t o t h e r in s ura n ce , i s m a d e o r "s ui t " i s b ro ug ht .pro v i de d t ha t :

8. Tra n sfe r O f Ri g h ts O f Re co very Ag ai n s t O t h ers(1) The " bo di l y i nj ury " o r "pro p e r ty da m a g e " fo r To U swhi ch co v e ra g e i s s o u gh t o ccur s ; a nd If the i nsure d ha s ri gh t s to re co v e r a l l o r pa rt o f a n y(2) The "pe rso na l a n d a d v e rt i sin g i nj u ry " fo r pa y m e n t we ha v e m a d e unde r thi s Co v e ra ge Pa rt ,whi ch co v e ra g e is s o u gh t i s ca use d by a n th o s e ri g ht s a re tra n s fe rre d t o us. The i nsure d m usto f fe n s e t ha t i s co m m i t t e d; do no t h i ng a f te r l o s s to i m p a i r th e m . At o ur re qu e s t,s ubse qu e nt to the s i gn i ng o f tha t co ntr a ct o r th e i nsure d wi l l bri n g "s ui t " o r tra n s fe r tho s e ri gh t sa g re e m e nt by y o u . to us a nd h e l p u s e nf o rce t he m .

5. P re mi u m Au d i t 9. Wh en We D o N o t Ren e w a. We wi l l co m p ut e a l l p re m i u m s f o r th i s Co v e ra g e If we d e ci d e n o t t o r e n e w th i s Co v e r a g e P a rt , we wi l lPa rt i n a cco rd a nce w i t h o ur ru l e s a n d ra t e s. m a i l o r de l i v e r to th e fi r s t Na m e d In s ure d s ho w n in b . Pre m i um s ho wn in th i s Co v e r a g e Pa rt a s th e De cl a ra ti o n s wri t te n no ti ce o f the no nr e n e wa la d v a nce pre m i u m i s a de p o s i t pr e m i um o nl y . A t no t l e ss th a n 30 da y s be fo re t he e x pi ra ti o n da t e .th e clo se o f e a ch a ud i t pe ri o d we wi l l co m p ut e If no t i ce is m a i l e d, pro o f o f m a i l i n g wi l l be s uffi ci e n tth e e a rn e d pre m i u m fo r th a t pe r i o d a n d s e nd pro o f o f n o t i ce .no t i ce t o th e fi rst Na m e d I nsure d . The du e da t e SE CTI O N V – D EF I N I T I O N Sfo r a u di t a nd re t ro s pe cti v e p re m i u m s i s t h e d a t e s ho wn a s th e du e da t e o n th e bi l l . If the s um o f 1. "Ad v e rt i s e m e n t" m e a n s a no ti ce th a t i s br o a d ca st o r th e a d v a nce a nd a u di t pre m i u m s pa i d fo r the pu bl i s he d to the ge n e ra l pub l i c o r s pe ci f i c m a rk e t po l i cy pe ri o d is gre a te r tha n the e a rn e d s e g m e nt s a b o ut y o ur go o ds, pro du cts o r s er v i ce s pre m i um , we wi l l re tu rn the e x ce ss to the fi r s t fo r th e purp o s e o f a t t ra cti n g c usto m e r s o r Na m e d I ns ure d. s upp o rt e r s . F o r th e p ur po s e s o f t hi s de f i ni ti o n :
c. The fi r s t Na m e d In s ure d m ust k e e p re co rd s o f a. No t i ce s th a t a re publ i s he d i ncl u de m a t e r i a l th e in fo rm a t i o n we ne e d fo r pre m i um pl a ce d o n the Int e rn e t o r o n s im i l a r e l e ctr o n i c co m p ut a ti o n , a nd s e n d us co p i e s a t s uch t i m e s m e a n s o f co m m u ni ca t i o n; a nd a s we m a y re qu e st. b . Re g a rdi ng we bsit e s , o nl y tha t pa rt o f a we b s i t e

6. Rep res en t ati o n s th a t is a b o u t y o u r go o d s , pro du c ts o r s e r v i ce s fo r th e pur po s e s o f a tt ra ct i ng cus to m e rs o rBy a cce p ti ng t h i s p o l i cy , y o u a gre e :
s upp o rt e r s i s co n s i de re d a n a d v e rt i s e m e n t .

Pa ge 16 o f 21 ú 20 1 7 T he Tra v e l e r s I n d e m n it y C o m p a n y . Al l ri g ht s re se rv e d . CG T 1 00 02 1 9 I nc lu d e s c o py ri gh t e d ma t e ria l o f I n su ra n ce S e r v ic e s Off ice , I nc . w it h it s p e r mi ss io n .

COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 10-01-2025POLICY NUMBER: CO6S079012TCT25
THIS ENDORSEMENT CHA OLICY. PLEASE READ I EFULLYNGES THE P T CAR

DESIGNATED PROJECT(S)

GENERAL AGGREGATE LIMIT
This endorsement i ies insurance pro ided under t folmod f v he lowing:

COMMERC GENERAL L ITY VERA AIAL IABIL CO GE P RT

SCHEDULE
Designated jectPro
Designated Pro General Aggregate(s):ject(s):

A. 3. COVERAGE A.For al sums which the insured becomes legal Any payments made underl ly obligated to pay as damages caused by "occur- for da or under formages COVERAGE C. rences" under , and med e shall reduce the DesiCOVERAGE A. (SECT IION ) ical xpenses g- for al med e s caused by accidents un- nated Projec General Aggregate L m forl ical xpense t i it der , which can be that designated "project". Such paymentsCOVERAGE C (SEC I I)T ON attr only to operations at a single desig- shall not reduce the General Aggregate Limibuted it nated "project shown in the Schedule abo e:" v shown in the Declarat nor shall they re-ions duce any other Designated Pro Generalject1. A separate Designated Project General Ag- Aggregate Li it fo any other designatedm rgregate Li it app designated "pro-m lies to each "project" n in the dule abo e.show Sche vject" and that l m is equal to the amount of, i it the General Aggregate Li t shown in the The l m shown in the Declarations formi i its4. Each Declarat unless separateions, Designated Occurrence, Damage T Premises Reo nted Project General Ag T Yo and Me Expegregate(s) o u dical nseare sche continue tod- uled abo .ve apply. Howe instead o be subject tover, f ing the General Aggregate Li t shown in themi2. The Designated Project General Aggregate Declarat such li its will be subject to theions, mLi it is the most we will pay for the sum o alm f l applicab Designated Project General Ag-ledamages under , exceptCOVERAGE A. gregate Li itm .damages because of "bodil in " or "prop-y jury erty damage inc in the "products- For al sums which the insured becomes legal" luded l lyB. comp operations hazard , and for med obligated to pay as damages caused by "occur-leted " i- cal expenses under , regar rences" under , andCOVERAGE C COVERAGE A. (SECT Id- ION ) less of the onumber f: for al med e s caused by accidents un-l ical xpense der , which cannotCOVERAGE C. (SEC ON I)TIa. Insureds;
be attribu only to operations at a sing desited le g-b. Clai made or "suits" brought; orms nated "project shown in the Schedule abo e:" v c. Persons or organizations m ing cla msak i
or bringing "suits".

CG D2 11 01 04 Copyright, Tra elers Inde ity mpany, 2004 Page 1 oThe v mn Co f 2

COMM RCI L

G NERAL IAB LI YE A E L I T

T IS ENDORSE
MENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.H H E XTEND

ENDORSEMENT FOR CONTRACTORS
Thi e do
rseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w

COMM RCI L G NERAL IAB LI Y COVERAG PA TE A E L I T E R Thi endor
sem nt broadens cov rage. Howev r cov rage fo anys e e e , e r i ju y, dama e o me i al ex ense descri ed in any o the provn r g r d c p s b f i ion o th s e dorseme t may bs s f i n n e ex luded or c l m ted by anothe endorsem n to this Cov rage Pa t, and the e ci i r e t e r s ov rage broadening prov sions do no ap ly toe i t p the ex en tha cov rage is ex l ded or lim ted by such an ent t t e c u i dorsem n . The fo lo ing li ti g i a ge t l w s n s eneral cov rage de cript on only Read al the prov sions o thi endorse s i . l i f s em nt and the re t o y ur pol cy ca e ull e s f o i r f y to de erm ne r gh s, dut es, and wha i and s not cov red.t i i t i t s i e Wh I An
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Any o yo r sub idiar e , o her than a pa tnershi ,f u s i s t r p jo n v nture
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The fol owing is ad ed tol d
Yo are the s
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rship intere t o mo e than 50% in, suchs f r
Any gov r men al enti y tha ha issued a perm te n t t t s isubsidia y on the fi st day o the pol cy perio ;r r f i d or authoriza ion wit re pe t to ope ationst h s c rand
pe fo med by yo or on your behal and that your r u fSu h subsidia ry i not an in ured undec s s r are required by any o dinance, law, buil ing coder dsi ila o her n urance.m r t i s or written cont act or agreeme t to incl de a anr n u s No such subsidiary i a insured fo "bodily inju ys n r r " addi ional i sured on thi Cov rage Pa t is at n s e r n or "property dama e" tha o curred, o "perso al i sured, but only wi h re pg t c r n n t s e t to liabi i y fo "bodilyc l t r i ju y", "prope ty dam ge" or "perso al andn r r a nand a v rt sing i ju y" caused by an o fe sed e i n r f n adv rti ing inj ry" ari ing ou o uch operatio s.e s u s t f s ncom i ted: m t The in uran e prov ded to such gov r men als c i e n tBe o e you ma ntai ed an ownership intere tf r i n s
en ity doe not apply o:t s to mo e than 50% i such ub idiary; orf r n s s Any "bodi
y inju y , "property dama e ol r " g " rAf e t
he date, i any duri g the poli y periot r f , n c d
"pe sonal and adv rti ing injury" a i ing o t or e s r s u fthat yo no longer ma ntain a ownershiu i n p operatio s perfo m d fo the gov r men aln r e r e n ti tere t o ore han 50% n such subsi ia y.n s f m t i d r en ity or t ;Fo purpose o Pa agraphr s f r o Se tion
f c
Who Any "bodily
inj ry or "property dam geu " a "Is An Insured, ea h such subsidiary wil bec l i clu ed in the "products-co ple edn d m tdeem d to e de ignated in the Declarat on a :e b s i s s operatio s hazard". n Pa e 1 o 3 g f
POLICY NUMBER: CO6S079012TCT25

COMM
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n
c
s
r
o
the
f
de
i
i
ion
o
"o
cur
en
e
in
the
f
n
t
f
c
r
c
"
The
fol
owing
i
a
ded
to
the
l
s
d
Se
tion:
c
Se
tio
:
c
n
An
a
t
o
om
ssio
com
i
ted
i
prov
din
c
r
i
n
m
t
n
i
g
"In
i
ental
m
d
cal
se
v
ce
"
m
a
s:
c
d
e
i
r
i
s
e
n
or
fa
l
ng
to
prov
de
"incidental
me
ica
i
i
i
d
l
Med
cal
surgi
al
dental
laborato
y,
x
ray
i
,
c
,
,
r
-
se
v
ce
",
fi
st
a
d
o
"Good
Sam
r
tan
r
i
s
r
i
r
a
i
or
nur
ing
se
v
ce
or
treatm
n
,
adv
ce
o
s
r
i
e
t
i
r
se
v
ce
"
to
a
person,
unle
s
yo
are
i
r
i
s
s
u
n
i
struction
o
the
related
fur
i
hi
g
o
n
,
r
n
s
n
f
the
busine
s
or
o
cupat
on
o
prov
din
s
c
i
f
i
g
fo
d
or
bev
rages;
or
o
e
pro
e
sional
hea
th
a
e
se
v
ce
.
f
s
l
c
r
r
i
s
The
furni
hing
o
di
pensing
o
dru
s
o
s
r
s
f
g
r
The
fo
lowi
g
rep
a
es
the
la
t
paragraph
o
l
n
l
c
s
f
m
d
cal
dental
o
surgi
al
supplie
o
e
i
,
,
r
c
s
r
Pa
ag
aph
r
r
of
appl
a
ce
.
i
n
s
:

The
fol
o
ing
i
added
to
Parag
aph
l
w
s
r
,
Unle
s
yo
a
e
in
the
business
or
o
cupatio
s
u
r
c
n
,
of
o
prov
di
g
pro
e
sional
healt
ca
e
se
v
ce
,
f
i
n
f
s
h
r
r
i
s
Pa
ag
aphs
r
r
,
,
and
abov
do
e
not
apply
to
:
"bodily
injury"
arising
out
of
prov
din
o
ai
ing
o
rov
de:
i
g
r
f
l
t
p
i
Thi
i
surance
i
ex
e
s
ov
r
any
v
li
an
s
n
s
c
s
e
a
d
d
"In
i
ental
me
ica
se
v
ce
"
by
any
o
c
d
d
l
r
i
s
f
col
e
ti
le
othe
in
urance
whether
prim
ry,
l
c
b
r
s
,
a
y
ur
"em
loyee
"
who
is
a
nu
se,
nurse
o
p
s
r
ex
e
s,
conti
gent
o
on
any
other
ba
is,
that
c
s
n
r
s
a
sistant,
em
rgen
y
me
i
al
techni
ia
s
e
c
d
c
c
n
i
av
ilab
e
to
any
o
your
"em
loy
es"
fo
s
a
l
f
p
e
r
or
arame
ic;
or
p
d
"bo
ily
injury
that
ari
e
ou
o
prov
ding
o
d
"
s
s
t
f
i
r
fa
l
n
to
prov
de
"i
cidental
medi
al
serv
ce
"
i
i
g
i
n
c
i
s
F
rst
ai
or
"Good
Sama
itan
se
v
ce
"
by
i
d
r
r
i
s
a
y
o
y
u
"em
loyee
"
o
"
to
any
perso
to
the
ex
ent
not
n
f
o
r
p
s
r
n
t
subje
t
to
c
v
lunteer
o
Pa
ag
aph
r
r
o
Se
t
on
f
c
i
Who
Is
An
workers",
other
than
an
employed
or
v
lunteer
do
tor.

Any
such
"em
loyee
"
o
c
p
s
In
ured.
s
or
"v
lu
teer
wo
kers"
prov
ding
o
fa
l
ng
o
n
r
i
r
i
i
to
prov
de
fi
st
aid
or
"Good
Sama
i
an
i
r
r
t
The
fo
lowing
is
a
ded
to
Paragraph
l
d
,
se
v
ce
"
during
thei
work
hou
s
fo
you
r
i
s
r
r
r
,
wil
be
deem
d
to
be
a
t
ng
wi
hin
the
l
e
c
i
t
of
sco
e
o
thei
em
loym
nt
by
yo
o
p
f
r
p
e
u
r
pe
fo
m
n
dutie
rela
ed
to
the
co
du
t
r
r
i
g
s
t
n
c
:
o
yo
r
busine
s.
f
u
s
If
the
insured
has
a
ree
in
a
cont
act
o
g
d
r
r
The
fo
lo
i
g
repla
e
the
la
t
se
tence
o
l
w
n
c
s
s
n
f
ag
ee
ent
to
waiv
that
i
sured'
righ
o
r
m
e
n
s
t
f
Pa
ag
aph
r
r
of
re
ov
ry
against
any
person
o
o
gan
zat
on,
we
c
e
r
r
i
i
:
waiv
our
right
o
e
ov
ry
again
t
uch
pe
son
o
e
f
r
c
e
s
s
r
r
organi
ation,
but
only
fo
pay
ents
we
ma
e
z
r
m
k
Fo
the
purpo
e
o
dete
m
nin
the
r
s
s
f
r
i
g
be
ause
o
:
c
f
appl
cable
Ea
h
Occurrence
Lim
t,
al
related
i
c
i
l
a
t
or
om
ssions
com
i
ted
i
prov
di
g
o
c
s
i
m
t
n
i
n
r
"Bo
ily
i
ju
y"
o
"property
dam
ge"
that
d
n
r
r
a
fa
l
n
to
prov
de
"inci
ental
me
ica
i
i
g
i
d
d
l
o
curs;
o
c
r
se
v
ce
",
fi
st
a
d
o
"Good
Sam
r
tan
r
i
s
r
i
r
a
i
"Pe
so
al
and
adv
rti
ing
inj
ry"
ca
sed
by
r
n
e
s
u
u
se
v
ce
"
to
any
one
perso
wil
be
deeme
to
r
i
s
n
l
d
an
o
fe
se
hat
i
com
it
ed
f
n
t
s
m
t
;
be
one
"o
currence".
c
The
fo
lowi
g
ex
lu
ion
i
added
to
subsequent
to
the
ex
cution
o
the
l
n
c
s
s
e
f
cont
a
t
o
r
c
r
Pa
ag
aph
r
r
,
,
of
ag
ee
ent.
r
m
:

The
fol
o
ing
repla
e
Pa
agraph
l
w
c
s
r
o
the
f
de
i
i
ion
o
"insured
cont
act"
i
the
f
n
t
f
r
n
Se
tion:
c
"Bo
ily
inju
y
or
"property
dama
e"
ari
ing
d
r
"
g
s
ou
o
the
v
ola
ion
o
a
penal
stat
te
o
t
f
i
t
f
u
r
Any
ea
em
nt
or
l
cense
agreem
nt;
s
e
i
e
ordi
ance
rela
i
g
to
the
sale
o
n
t
n
f
Pa
e
2 o
3 g
f

COMM
RCI
L
G
NERAL
IAB
LITY
E
A
E
L
I
Pa
ag
aph
r
r
o
the
de
init
o
o
"i
sured
f
f
i
n
f
n
Any
prem
se
whi
e
rented
to
yo
o
i
s
l
u
r
cont
a
t
i
the
r
c
"
n
Se
tion
is
tem
ora
i
y
o
cupied
by
you
wi
h
pe
m
ssion
c
p
r
l
c
t
r
i
de
eted.
o
he
owne
;
or
l
f
t
r
The
co
tent
o
any
premi
e
whi
e
such
n
s
f
s
s
l
prem
se
i
rented
to
yo
,
i
y
u
rent
such
i
s
s
u
f
o
The
fol
owing
repla
e
the
de
i
ition
o
"prem
se
l
c
s
f
n
f
i
s
prem
se
fo
a
period
o
sev
n
or
fewe
i
s
r
f
e
r
dama
e
in
he
g
"
t
Se
tion
c
:
conse
utiv
day
.
c
e
s
"Pre
i
e
dama
e
m
a
s
"property
dama
e"
to:
m
s
s
g
"
e
n
g
Pa
e
3 o
3 g
f

Do not add this form to a policy. It is for informational purposes only.

COMMERCIAL AUTO
THIS ENDORSE MENT CHANGES THE POLICY. PLE A SE RE A D IT CAR EFULLY.

BUSINESS A UTO EXTENSIO N ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expense s described in any of the provisions of this endorsement may be excluded or limited by another endor sement to the Coverage Part, and the se coverage broadening provisions do not appl y to the extent that coverage is excluded or limited by such an endor sement. The following listing is a general cover- age de scription only. Limitations an d exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

H. HIRED AUTO PHYSICAL DAM AGE – LOSS OF
USE – INCREASED LIMIT
A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
I. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMITC. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY
E. SUPPLEMENTARY PAYMENTS – INCREASED
LIMITS
K. AIRB AGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSSF. HIRED AUTO – LIMITED WORLDWIDE COV-
ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS

PROVISIONS
A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured"
under the Who Is An Insured provision contained
in Section II.

The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE:

C. EMPLOYEE HIRED AUTOAny organization you newly acquire or form dur- ing the policy period over which you maintain
50% or more o wner ship interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only un-
til the 180th day after you acquire or form the or-
ganization or the end of the policy period, which-
ever is earlier.

1. The following is add ed to Paragrap h A.1.,
Who Is An Insured, of SECTION II – COV-
ERED AUTOS LIABILITY COVERAGE:

An "employee" of yours is an "in sured" while
operating an "auto" hired or rented under a
contract or agreement in an "employee's"
name, with your permission, while performing
duties related to the conduct of your busi-
nes s.B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II – COVERED
AUTOS LIABILITY COVERAGE:

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV – BUSI-
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover-
age, the following are deemed to be cov-
ered "autos" you own:

Any person or organization who is required under
a written contract or agreement between you a nd
that person or organization, that is signed and
executed by you before the "bodily injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an addi-
tional insured is an "insured" for Covered Autos
Liability Coverage, but only for damages to w hich
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
CA T3 53 02 15 ú 2 01 5 Th e Tr a v e l e rs I nd e m n it y C o m p a n y . A ll r ig hts r es e r v e d. Page 1 of 4 Inclu d es c o p y ri gh t e d m a t er i al of I nsur a nc e S er v ic es Offic e, I nc. w ith i ts p er m issi on .

Policy Number: 8106S07809A2526G