Vallejo City Council
July 28, 2026

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

COMMERCIAL AUTO
permission, while performing duties
related to the conduct of your busi-
nes s.
(a) With respect to any claim made or "suit"
brought outside the United States of
America, the territories and po s se ssion s
of the United States of America, Puerto
Rico and Canada:How ever, any "auto" that is leased, hired, rented or borrowed with a driver is not a
covered "auto". (i) You must arrange to defend the "in- sured" again st, and investigate or set-
tle any such claim or "suit" and keep
us advised of all proceedings an d ac-
tions.

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II – COVERED AUTOS
LIABILITY COVERAGE:
(ii) Neither you nor any other involved
"insured" will make any settlement
without our consent.

Any "employee" of yours is an "insured" w hile us-
ing a covered "auto" you don't own, hire or borrow
in your business or your personal affairs.
(iii) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement of, any claim or
"suit".

E. SUPPLEMENTARY PAYMENTS – INCREASED
LIMITS

1. The following replaces Paragr aph A.2.a.(2),
of SECTION II – COVERED AUTOS LIABIL-
ITY COVERAGE: (iv) We will reimburse the "insured" for
sums that the "ins ured" legally must
pay as damages becau se of "bodily
injury" or "property damage" to which
this insurance applies, that the "in-
sured" pays with our con sent, but
only up to the limit described in Para-
graph C., Limits Of Insurance, of
SECTION II – COVERED AUTOS
LIABILITY COVERAGE.
(2) Up to $3,000 for cost of bail bonds (in-
cluding bonds for related traffic law viola-
tions) required becaus e of an "accident"
we cover. We do not have to furnish
these bond s.

2. The following replaces Paragr aph A.2.a.(4),
of SECTION II – COVERED AUTOS LIABIL-
ITY COVERAGE:
(v) We will reimburse the "insured" for
the reaso nable expense s incurred
with our con sent for your investiga-
tion of such claims and your defense
of the "insured" against any such
"suit", but only up to and included
within the limit described in Para-
graph C., Limits Of Insurance, of
SECTION II – COVERED AUTOS
LIABILITY COVERAGE, and not in
addition to such limit. Our duty to
make such payments ends whe n we
have used up the applicable limit of
insurance in payments for damages,
settlements or defense expenses.
(4) All reasonable expense s incurred by the
"insured" at our requ est, including actual
loss of earnings up to $500 a day be-
cause of time off from work.

F. HIRED AUTO – LIMITED WORLDWIDE COV-
ERAGE – INDEMNITY BASIS
The following replaces Subparagraph (5) in Para-
graph B.7., Policy Period, Coverage Territory,
of SECTION IV – BUSINESS AUTO CONDI-
TIONS:
(5) Anywhere in the world, except any country or
jurisdiction while any trade sanction, em-
bargo, or similar regulation imposed by the
United States of America applies to and pro-
hibits the transaction of busines s with or
within such country or jurisdiction, for Cov-
ered Autos Liability Coverage for any covered
"auto" that you lease, hire, rent or borrow
without a driver for a period of 30 days or les s
and that is not an "auto" you lease, hire, rent
or borro w from any of your "employees",
partners (if you are a partnership), members
(if you are a limited liability company) or
members of their households.
(b) This insurance is exces s over any valid
and collectible other insurance available
to the "insured" whether primary, excess,
contingent or on any other basis.
(c) This insurance is not a sub stitute for re-
quired or compulsory insurance in any
country outside the United States, its ter-
ritories and pos se s sions, Puerto Rico and
Canada.

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 .

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

COMMERCIAL AUTO
(2) In or on your covered "auto".You agree to maintain all required or compulsory insurance in any such coun-
try up to the minimum limits required by
local law. Your failure to comply with
compulsory insurance re quirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory in-
surance requirements.

This coverage applies only in the event of a total
theft of your covered "auto".

No deductibles apply to this Personal Property
coverage.

K. AIRB AGS
The following is added to Paragraph B.3., Exclu-
sions, of SECTION III – PHYSICAL DAM AGE
COVERAGE:

Exclusion 3.a. does not ap ply to "loss" to one or
more airbags in a covered "auto" you own that in-
flate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
(d) It is understood that we are not an admit-
ted or authorized insurer outside the
United States of America, its territories
and pos se s sions, Puerto Rico and Can-
ada. We assume no respo nsibility for the
furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.
a. If that "auto" is a covered "auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; andG. WAIVER OF DEDUCTIBLE – GLASS
c. The airbags were not intentionally inflated.The following is added to Paragraph D., Deducti- ble, of SECTION III – PHYSICAL DAM AGE
COVERAGE:

We will pay up to a maximum of $1,000 for any
one "loss".

No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV – BUSINESS AUTO CONDITIONS:H. HIRED AUTO PHYSICAL DAM AGE – LOSS OF USE – INCREASED LIMIT Your duty to give us or our authorized repre senta- tive prompt notice of the "accident" or "loss" ap-
plies only when the "accident" or "loss" is kno wn
to:

The following replaces the last sentence of Para-
graph A.4.b., Loss Of Use Expenses, of SEC-
TION III – PHYSICAL DAMAGE COVERAGE:
(a) You (if you are an individual);How ever, the most we will pay for any expense s for loss of use is $65 per day, to a maximum of
$750 for any one "accident".
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability com-
pany);I. PHYSICAL DAMAGE – TRANSPORTATION
EXPENSES – INCREASED LIMIT (d) An executive officer, director or insurance manager (if you are a corporation or other or-
ganization); or
The following replaces the first sentence in Para-
graph A.4.a., Transportation Expenses, of
SECTION III – PHYSICAL DAMAGE COVER-
AGE:
(e) Any "employee" authorized by you to give no-
tice of the "accident" or "loss".

We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered "auto" of the private passenger type.

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV – BUSINESS AUTO CONDI-
TIONS:J. PERSONAL PROPERTY

5. Transfer Of Rights Of Recovery Against
Others To Us
The following is added to Paragraph A.4., Cover-
age Extensions, of SECTION III – PHYSICAL
DAM AGE COVERAGE: We waive any right of recovery we may have against any per son or org anization to the ex-
tent required of you by a written contract
signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
Personal Property
We will pay up to $400 for "loss" to wearing ap-
parel and other personal property which is:
(1) Owned by an "insured"; and
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 3 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 .

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

COMMERCIAL AUTO
such co ntract. The waiver applies only to the
person or organization designated in such
contract.

The unintentional omission of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance. How-
ever this provision does not affect our right to col-
lect additional premium or exercise our right of
cancellation or non-renewal.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph B.2., Con-
cealment, Misrepresentation, Or Fraud, of
SECTION IV – BUSINESS AUTO CONDITIONS:

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 .

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED – PRIMARY AND
NON-CONTRIBUTORY WITH OTHER INSURANCE –

CONTRACTORS
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
CA T4 99 02 16 © 2016 The Travelers Indemnity Company. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

PROVISIONS

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

This includes any person or organization who you
are required under a written contract or
agreement, that is signed by you before the
"bodily injury" or "property damage" occurs and
that is in effect during the policy period, to name
as an additional insured for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the extent of
that person's or organization's liability for the
conduct of another "insured".

2. The following is added to Paragraph B.5., Other
Insurance of SECTION IV – BUSINESS AUTO
CONDITIONS:

Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non-contributory with
applicable other insurance under which an
additional insured person or organization is a
named insured when a written contract or
agreement with you, that is signed by you before
the "bodily injury" or "property damage" occurs
and that is in effect during the policy period,
requires this insurance to be primary and non-
contributory.

Policy Number: 8106S07809A2526G

UMBRELLA
EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 22 includes any continuation, change or
resumption of the "bodily injury" or "property
damage" after the end of the policy period.

6. "Bodily injury" or "property damage" will be
deemed to have been known to have occurred
at the earliest time when any insured listed
under Paragraph 1. in Paragraph B.,
COVERAGE B – UMBRELLA LIABILITY , of
SECTION II – WHO IS AN INSURED or any
"employee" authorized by you to give or receive
notice of an "occurrence" or claim:
a. Reports all, or any part, of the "bodily injury"
or "property damage" to us or any other
insurer;
b. Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
c. Becomes aware by any other means that
the "bodily injury" or "property damage" has
occurred or has begun to occur.

7. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or death
resulting at any time from the "bodily injury".

8. Coverage B of this insurance does not apply to
damages covered by any "underlying
insurance" or that would have been covered by
any "underlying insurance" but for the
exhaustion of its applicable limit of insurance.

C. COVERAGE C – CRISIS MANAGEMENT

SERVICE EXPENSES

1. We will reimburse the insured, or pay on the
insured's behalf, "crisis management service
expenses" to which Coverage C applies.

2. Coverage C of this insurance applies to "crisis
management service expenses" that:
a. Arise out of a "crisis management event"
that first commences during the policy
period;
b. Are incurred by the insured, after a "crisis
management event" first commences and
before such event ends; and
c. Are submitted to us within 180 days after
the "crisis management advisor" advises
you that the "crisis management event" no
longer exists.

3. A "crisis management event" will be deemed to:
a. First commence at the time when any
"executive officer" first becomes aware of
an "event" or "occurrence" that leads to that
"crisis management event"; and
b. End when we decide that the crisis no
longer exists or when the Crisis
Management Service Expenses Limit has
been exhausted, whichever occurs first.

4. The amount we will pay for "crisis
management service expenses" is limited as
described in SECTION III – LIMITS OF
INSURANCE.

5. A "self-insured retention" does not apply to
"crisis management service expenses".

6. Any payment of "crisis management service
expenses" that we make will not be
determinative of our obligations under this
insurance with respect to any claim or "suit" or
create any duty to defend or indemnify any
insured for any claim or "suit".

D. DEFENSE AND SUPPLEMENTARY PAYMENTS

1. We will have the right and duty to defend the
insured:
a. Under Coverage A, against a "suit"
seeking damages to which such coverage
applies, if:
(1) The "applicable underlying limit" is the
applicable limit of insurance stated for
a policy of "underlying insurance" in
the Schedule Of Underlying
Insurance and such limit has been
exhausted solely due to payments as
permitted in Paragraphs 4.a.(1), (2)
and (3) of COVERAGE A – EXCESS
FOLLOW-FORM LIABILITY of
SECTION I – COVERAGES ; or
(2) The "applicable underlying limit" is the
applicable limit of any "other
insurance" and such limit has been
exhausted by payments of judgments,
settlements or medical expenses, or
related costs or expenses (if such
costs or expenses reduce such
limits).

For any "suit" for which we have the right
and duty to defend the insured under
Coverage A, defense expenses will be
within the limits of insurance of this policy
when such expenses are within the limits
of insurance of the applicable "underlying
insurance"; or
b. Under Coverage B, against a "suit"
seeking damages to which such coverage
applies.

2. We have no duty to defend any insured
against any "suit":
a. Seeking damages to which this insurance
does not apply; or
b. If any other insurer has a duty to defend.

Policy Number: CUP7S04959A2526

10-01-2025

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 00 03 13 (00)-
POLICY NUMBER: UB6S0788262526G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

SCHEDULE
DESIGNATED PERSON:

DESIGNATED ORGANIZATION:

DATE OF ISSUE: ST ASSIGN:CA

ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER.

Services Agreement - Maintenance Services Page 1 of 22

ON CALL MAINTENANCE SERVICES AGREEMENT
BETWEEN CITY OF VALLEJO AND DXP ENTERPRISES, INC.

This 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 DXP Enterprises, Inc., a Texas 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

Services Agreement - Maintenance Services Page 2 of 22

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 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

Services Agreement - Maintenance Services Page 3 of 22

pursuant to this Agreement.

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

Services Agreement - Maintenance Services Page 4 of 22

in writing. If additional time is required to perform the work, the City Representative may 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 22

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

Services Agreement - Maintenance Services Page 6 of 22

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 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

Services Agreement - Maintenance Services Page 7 of 22

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.

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: Marc Sanchez
Vice President
Attn: Gary Messersmith, Legal Department
DXP Enterprises, Inc.
5301 Hollister Drive
Houston, TX 77044

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.

Services Agreement - Maintenance Services Page 8 of 22

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 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.

Services Agreement - Maintenance Services Page 9 of 22

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.

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 22

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

DXP ENTERPRISES, INC.,
a Texas corporation

By: _____________
Marc Sanchez
Vice President

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 22

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:

Shawn McNutt
Service Manager
DXP Enterprises, Inc.
1340 N. Jefferson St
Anaheim, CA 92887
(510) 447-0821
[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 22

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 22

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 22

Exhibit A – Scope of Work Page 15 of 22

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 DXP Enterprises, Inc., a Texas 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 22

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

DXP ENTERPRISES, INC.,
a Texas corporation CITY OF VALLEJO,
a municipal corporation

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

Exhibit A – Scope of Work Page 17 of 22

Exhibit B – Compensation Page 18 of 22

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 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 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.

Exhibit B – Compensation Page 19 of 22

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

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 20 of 22

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 21 of 22

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 22 of 22
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.

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:

CERTIFICATE NUMBER:

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

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

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

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

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

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

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY
AUTOS

AUTOS ONLY

NON-OWNED

SCHEDULED
OWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

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

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

STATUTE
PER
LIMITS
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBER

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

EXCESS LIAB

UMBRELLA LIAB
$

EACH OCCURRENCE
$

AGGREGATE
$
OCCUR

CLAIMS-MADE
DED

RETENTION
$
$

PRODUCTS - COMP/OP AGG
$

GENERAL AGGREGATE
$

PERSONAL & ADV INJURY
$
MED EXP (Any one person)
$

EACH OCCURRENCE

DAMAGE TO RENTED
$
PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

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

POLICY
PRO-
JECT
LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

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

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

AUTOS ONLY
5/26/2026
Stephens Insurance, LLC
111 Center Street, Suite 100
Little Rock, AR 72201
(713)881-6600
www.stephensinsurance.com Twin City Fire Insurance Company 29459 Hartford Fire Insurance Company 19682
Gemini Insurance Company 10833
Hartford Insurance Company of Illinois 38288
Navigators Insurance Company 42307
10717Aspen Specialty Insurance Company
A 1,000,00061ECSOF0EW8 6/1/2026 6/1/2027
500,000
✓
✓
1,000,000
2,000,000
2,000,000✓ ✓
B 61 CSE S98902 6/1/2026 6/1/2027 2,000,000
✓
GVE100367801 6/1/2026 6/1/2027C Occurrence/Aggregate $2M / $2MAuto Excess E HO26EXC894354IV 6/1/2026 6/1/2027 5,000,000✓
5,000,000✓
Products-Completed Ops 5,000,000
D 61 WN S98900 6/1/2026 6/1/2027 ✓
A 61 WBR S98901 (MA & WI) 6/1/2026 6/1/2027 1,000,000N
1,000,000
1,000,000
F Contractors Pollution Liabilty ER0180A26 6/1/2026 6/1/2027 Includes Sudden and Accidental
Stuart Wallace
DXP Certificates
[email protected]
✓
✓
Poll Incident Limit
Aggregate Limit
Poll Incident Ded.
$5,000,000
$5,000,000
$50,000
DXP Enterprises, Inc.
(see attached Named Insured list)
5301 Hollister St
Houston TX 77040
90748367
City of Vallejo
Attn: Risk Manager
555 Santa Clara St.

Vallejo CA 94590
--See Attached Remarks Schedule--
90748367 | 26-27 GL/Auto/WC/XS | Tamara Ross | 5/26/2026 7:21:18 PM (CDT) | Page 1 of 5 This certificate cancels and supersedes ALL previously issued certificates.

ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

If required by written contract, Certificate Holder is included as Additional Insured with respects to General Liability, Auto Liability, Excess Liability and Contractors Pollution Liability Coverage. A Waiver of Subrogation in favor of the Certificate Holder is in force with respect to the General Liability, Auto Liability, Contractors Pollution Liability, Excess Liability, and Workers Compensation policies, if required by written contract. To the extent required by written contract, applicable policies have been endorsed to provide 30 Days Notice of Cancellation to Certificate Holder. Coverage is Primary and Non- contributory, if required by written contract.

Excess Liability is follow form to the General Liability, Auto Liability and Employers Liability.

Named Insured Schedule:

Alaska Pump & Supply Inc
Aledco Inc
Alliance Pump & Mechanical Service, Inc.

Ambiente H2O Inc.

APO Pumps & Compressors, Inc.

Application Specialties Inc.

APSCO, LLC
Arroyo Process Equipment, Inc.

B27 Engineered Pumps & Systems
B27 Holdings, Corp.

B27 LLC
B27 Resources, Inc.

Bayou Pumps, Inc.

Bert Gurney and Associates, a DXP Company
Bert Gurney, A DXP Co
Best Equipment Service & Sales Company, LLC dba Best Pump Works Best Holding, LLC
BPW International LLC
Burlingame Engineers Inc.

Carter & Verplanck Inc.

Chugger Manufacturing, A DXP Co
Cisco Air Systems Inc. dba Optimum Air Compressor Solutions Cisco Air Systems, Inc.

Compressed Air Energy Solutions Inc.

Corporate Equipment Company, LLC
Cortech Engineering LLC
Cortech Engineering LLC dba Cortech Service & Pump Repairs CRS Technologies, Inc.

Drydon Equipment Inc.

DXP Acquisition, Inc.

DXP Enterprises, Inc.

DXP Enterprises, Inc. dba Alaska Pump & Supply, Inc.

DXP Enterprises, Inc. dba Aledco, Inc.

DXP Enterprises, Inc. dba Application Specialties, Inc.

DXP ENTERPRISES, INC. dba ARROYO PROCESS EQUIPMENT and PHANTOM SALES GROUP, A DXP COMPANY DXP Enterprises, Inc. dba Burlingame Engineers
DXP Enterprises, Inc. dba C.W. Rod Tool Company, Inc.

DXP Enterprises, Inc. dba Cortech Engineering LLC
Stephens Insurance, LLC DXP Enterprises, Inc.
(see attached Named Insured list)
5301 Hollister St
Houston TX 77040
25 See corresponding Certificate Number: 90748367
ACORD 25 (03/16)

ADDENDUM/DOO
HOLDER:

ADDRESS:

City of Vallejo Attn: Risk Manager
555 Santa Clara St. Vallejo CA 94590
90748367 | 26-27 GL/Auto/WC/XS | Tamara Ross | 5/26/2026 7:21:18 PM (CDT) | Page 2 of 5 This certificate cancels and supersedes ALL previously issued certificates.

ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

DXP Enterprises, Inc. dba D&F Distributors, Inc.

DXP Enterprises, Inc. dba D&F Liquidating, Inc.

DXP Enterprises, Inc. dba Delta Process Equipment, Inc.

DXP Enterprises, Inc. dba DXP Electrical Group
DXP Enterprises, Inc. dba Falcon Pump & Supply
DXP Enterprises, Inc. dba Florida Valve & Equipment, a DXP Company DXP Enterprises, Inc. dba Gulf Coast Torch & Regulator, Inc.

DXP Enterprises, Inc. dba HSE Integrated Inc.

DXP Enterprises, Inc. dba Indian Fire and Safety, Inc.

DXP Enterprises, Inc. dba Jerzy Industries, Inc.

DXP Enterprises, Inc. dba Jerzy Supply, Inc.

DXP Enterprises, Inc. dba Kenneth Crosby New York, LLC
DXP Enterprises, Inc. dba Kenneth Crosby Southern Tier, LLC DXP Enterprises, Inc. dba Kenneth Crosby Western New York, LLC DXP Enterprises, Inc. dba Kenneth Crosby, LLC
DXP Enterprises, Inc. dba Lone Wolf Rental, Inc.

DXP Enterprises, Inc. dba Lucky Acquisition Co, LLC
DXP Enterprises, Inc. dba M.W. Smith Equipment
DXP Enterprises, Inc. dba Machine Tech Services, L.P.

DXP Enterprises, Inc. dba MaxVac
DXP Enterprises, Inc. dba Mid-Continent Safety, LLC
DXP Enterprises, Inc. dba Practical Sales & Service
DXP Enterprises, Inc. dba Production Pump System of Levelland, LP DXP Enterprises, Inc. dba Production Pump Systems, LP
DXP Enterprises, Inc. dba Pump & Power Equipment, Inc.

DXP Enterprises, Inc. dba Quadna
DXP Enterprises, Inc. dba Rocky Mountain Supply, Inc.

DXP Enterprises, Inc. dba Safety Alliance, Inc.

DXP Enterprises, Inc. dba Safety International, Inc.

DXP Enterprises, Inc. dba SafetyMaster
DXP Enterprises, Inc. dba Sepco
DXP Enterprises, Inc. dba SmartSource
DXP Enterprises, Inc. dba Southern Engine Pump
DXP Enterprises, Inc. dba Strategic Supply
DXP Enterprises, Inc. dba T.L. Walker Bearing
DXP Enterprises, Inc. dba Tool-Tech Industrial Machinery & Supply, Inc.

DXP Enterprises, Inc. dba Tucker Tool Company, Inc.

DXP Enterprises, Inc. dba York Pump & Equipment
DXP Holdings, Inc.

DXP Innovative Pumping Solutions, a division of DXP Enterprises, Inc.

DXP Investments, LLC
DXP Services, LLC
Environmental MD
Florida Valve & Equipment LLC
Force Engineered Products, Inc.

Hartwell Environmental. A DXP Co
Hennesy Mechanical Sales, A DXP Co
HSE Integrated Inc.

Integrated Flow Solutions, LLC
IPS Global Solutions, A DXP Co
JL Wingert, A DXP Co
Kappe Associates, Inc.

Stephens Insurance, LLC DXP Enterprises, Inc.
(see attached Named Insured list)
5301 Hollister St
Houston TX 77040
25 See corresponding Certificate Number: 90748367
ACORD 25 (03/16)

ADDENDUM/DOO
HOLDER:

ADDRESS:

City of Vallejo Attn: Risk Manager
555 Santa Clara St. Vallejo CA 94590
90748367 | 26-27 GL/Auto/WC/XS | Tamara Ross | 5/26/2026 7:21:18 PM (CDT) | Page 3 of 5 This certificate cancels and supersedes ALL previously issued certificates.

ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

Machinery Tooling and Supply, LLC
MaxVac, A DXP Co
MB Equipment Inc. dba JL Wingert Co
McBride Industries, LLC
Mid Atlantic Storage Systems, Inc.

Moore's Pump & Services, Inc.

North Shore Pump and Equipment Company
Northstar Metalcraft LLC
Optimum Air Compressor Solutions
Pelican State Supply Company, Inc.

Phantom Sales Group, Inc
PMI Investments, LLC
PMI Operating Co, LTD, dba Machine Tech Services
PMI Operating Co, LTD, dba Power Machinery
PMI Operating Co, LTD, dba Production Pump
Precision Industries, Inc.

Premier Water
PREMIERflow, LLC
Process Machinery, Inc.

Pro-Seal, Inc. dba Pro-Seal Service Group, Inc.

Pump Solutions, LLC.

Pumping Solutions, Inc.

Pumping Systems, Inc.

Pump-PMI, LLC
Pumpworks 610, LLC dba Best Pump Works
RA Mueller, Inc.

Riordan Materials Corporation
Sport RE, LLC
Sullivan Environmental Technologies, Inc.

Tool Supply, Inc.

Total Equipment Company
Triangle Pump & Equipment, Inc.

Turbo Machinery Repair, Inc.

Coverage: Inland Marine
Carrier: The Travelers Lloyds Insurance Company NAIC: 41262 Policy: QT-660-0024P658-TLC-26
Effective Dates: 6/1/2026 – 6/1/2027
Limit Of Insurance for Any One Unscheduled Item Of Equipment Leased, Rented or Borrowed From Others: $250,000
Total Limit Of Insurance For All Items Of Equipment Any one Occurrence: $500,000 Deductible: $5,000
General Liability
HC 20 12 06 21 - Additional Insured - Owners, Lessees or Contractors – Scheduled Person or Organization
HC 20 14 03 21 - Additional Insured - Owners, Lessees or Contractors – Completed Operations
CG 20 11 12 19 - Additional Insured - Managers or Lessors of Premises CG 20 15 12 19 - Additional Insured - Vendors
CG 20 24 12 19 - Additional Insured - Owners or Other Interests from Whom Land Has Been Leased
Stephens Insurance, LLC DXP Enterprises, Inc.
(see attached Named Insured list)
5301 Hollister St
Houston TX 77040
25 See corresponding Certificate Number: 90748367
ACORD 25 (03/16)

ADDENDUM/DOO
HOLDER:

ADDRESS:

City of Vallejo Attn: Risk Manager
555 Santa Clara St. Vallejo CA 94590
90748367 | 26-27 GL/Auto/WC/XS | Tamara Ross | 5/26/2026 7:21:18 PM (CDT) | Page 4 of 5 This certificate cancels and supersedes ALL previously issued certificates.

ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

CG 20 26 12 19 - Additional Insured - Designated Person or Organization CG 20 28 12 19 - Additional Insured - Lessor of Leased Equipment CG 24 04 12 19 - Waiver of Transfer of Rights of Recovery Against Others to Us (Waiver of Subrogation)
EH 24 03 08 09 - Amendment of Other Insurance Condition - Primary or Primary and Noncontributory When Required by Contract
CG 24 27 04 13 – Limited Contractual Liability – Railroads IH 03 07 06 11 - Notice of Cancellation to Certificate Holder(s) EH 25 42 08 09 - Per Location and Per Project - Amendment of General Aggregate Subject to Maximum Annual Aggregate Limit
Auto Liability
CA 20 01 Lessor - Additional Insured and Loss Payee – “where required by written contract, purchase order or COI requirement”
HA 99 16 12 21 - Blanket Waiver of Subrogation
CA 04 22 11 20 – Earlier Notice of Cancellation Provided by Us CA 99 48 Pollution Liability - Broadened Coverage for Covered Autos-Business Auto, & Motor Carrier Coverage Forms
Comprehensive Deductible $25,000 per Accident and Collision Deductible $25,000 per Accident – Applies to all power units 2025 or newer; and power units valued at $50,000 or more, and 2007 motor coach with VIN 2PCYY3349171729174
Workers Compensation
WC 00 03 01 - Alternate Employer Endorsement
WC 00 03 13 - Waiver of Our Rights to Recover from Others Endorsement WC 99 03 98 - Notice of Cancellation to Certificate Holder(s) WC 99 00 38 - Employers Liability Stop Gap Coverage Endorsement WC 00 01 06 - Longshore and Harbor Workers' Compensation Act Coverage Endorsement WC 00 02 01 - Maritime Coverage Endorsement
WC 00 01 09 - Outer Continental Shelf Lands Act Coverage Endorsement Policy# 61 WN S98900 applies to the following states: AK, AL, AR, AZ, CA, CO, CT, DE, FL,

GA, IA, ID, IL, IN, KS, KY, LA, MD, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY,

OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, WA, WV, WY
Policy# 61 WBR S98901 applies to the following states: MA, WI Contractors Pollution Liability
ASPENV277 0517 - Additional Insured Schedule Endorsement (Primary, Non-Contributory & Waiver of Subrogation)
Inland Marine
CM U6 18 05 21 - Blanket Loss Payee
Stephens Insurance, LLC DXP Enterprises, Inc.
(see attached Named Insured list)
5301 Hollister St
Houston TX 77040
25 See corresponding Certificate Number: 90748367
ACORD 25 (03/16)

ADDENDUM/DOO
HOLDER:

ADDRESS:

City of Vallejo Attn: Risk Manager
555 Santa Clara St. Vallejo CA 94590
90748367 | 26-27 GL/Auto/WC/XS | Tamara Ross | 5/26/2026 7:21:18 PM (CDT) | Page 5 of 5 This certificate cancels and supersedes ALL previously issued certificates.

CONSENT CALENDAR 8.L.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Erik Rzomp, Executive Assistant to Mayor Sorce
SUBJECT: AUTHORIZE THE ACCEPTANCE OF 200 FIFA SOCCER BALLS FOR TRANSFER TO

VCUSD FOR DISTRIBUTION TO YOUTH

RECOMMENDATION
Authorize the acceptance 200 FIFA soccer balls to then be transferred to VCUSD for distribution to youth

REASONS FOR RECOMMENDATION
The 200 soccer balls are a benefit of US Conference of Mayors membership. VCUSD can most efficiently distribute soccer balls to youth.

BACKGROUND AND DISCUSSION
The 2026 FIFA World Cup matches were hosted by several cities in the United States. During the US Conference of Mayors 94th Winter Meeting, FIFA President Gianni Infantino and USCM President David Holt, Mayor of Oklahoma City, announced the FIFA World Cup 2026 Soccer Balls initiative, which provided 200 soccer balls to every USCM member city for free. The aim of the initiative was to bring the tournament's spirit to communities across the country and support local celebrations and community engagement.

It is recommended that once the balls are received, that the receipt and distribution is shared on social media.

Due to supply chain issues, the soccer balls were not delivered to USCM member cities in time for actual World Cup celebrations. Delivery date was July 22. 2026.

FISCAL IMPACT
There is no fiscal impact associated with this action.

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
None

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

CONSENT CALENDAR 8.M.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Harry E. Black, Interim City Manager
SUBJECT: ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH CoreHR TEAM FOR HUMAN RESOURCE SERVICES

RECOMMENDATION
Adopt a resolution of the City Council of the City of Vallejo Authorizing the City Manager to Execute a Professional Services Agreement with CoreHR Team for Human Resource Services

REASONS FOR RECOMMENDATION
At the recommendation of special counsel, the City of Vallejo should retain an external agency to provide HR related services as appropriate.

BACKGROUND AND DISCUSSION
Confidential personnel matters may, from time to time, need assistance from an external HR provider. CoreHR Team was identified as a qualified firm to provide these services. Given the scope of engagement, the contract will not exceed $50k.

FISCAL IMPACT
There is no fiscal impact for this item as funds have already been identified and are in the FY26/27 budget.

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. CoreTeam_Reso

2. CoreHRTeam_PSA

CONTACT
Harry E. Black, Interim City Manager (707) 648-4576
[email protected]

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT FOR HUMAN RESOURCE SERVICES WITH CoreHR TEAM

WHEREAS, the City of Vallejo utilizes specialized outside legal and professional services to provide advice on various matters; and

WHEREAS, CoreHR Team will provide support to the City of Vallejo in various employment matters; and

WHEREAS, the City Manager or their designee will provide oversight and direction on this agreement with CoreHR Team

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vallejo hereby approves an Agreement for Professional Services with CoreHR in an amount not to exceed $50,000 and authorizes the City Manager to execute same.

Adopted by the Council of the City of Vallejo at a regular meeting held on July 28 th, 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 12

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

This Consultant and Professional Services Agreement (“Agreement”) is made at Vallejo, California, dated for reference this _____ day of July 2026 (“Effective Date”), by and between the City of Vallejo, a municipal corporation (“City”), and CoreHR Team, 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 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

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 12 (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

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

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

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

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

8. Independent Contractor. Consultant is an independent contractor.

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

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 12 means by which Consultant accomplishes services pursuant to this Agreement.

9. Licences, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed where required by law 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 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

Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 12 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 members or annuitants for the purpose of performing work under this Agreement.

Consultant and Professional Services Agreement (Revised 05-2025) Page 5 of 12 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 the Effective Date of this Agreement and shall continue until terminated in accordance with this Agreement.

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

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

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

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

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion

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

Notwithstanding the foregoing, Consultant shall retain all right, title, and interest in and to any pre-existing or independently developed materials, intellectual property, and proprietary information owned, licensed, or used by Consultant before the Effective Date of this Agreement or developed outside the scope of this Agreement ("Pre-Existing Materials"). Pre-Existing Materials include, without limitation, Consultant's templates, forms, checklists, methodologies, processes, frameworks, know-how, training materials, presentation materials, manuals, databases, assessment tools, HR tools, proprietary systems, software, research, and other intellectual property.

To the extent any Pre-Existing Materials are incorporated into or provided with the Work Product, Consultant grants City a perpetual, non-exclusive, royalty-free, non- transferable license to use such Pre-Existing Materials solely for City's internal governmental and administrative purposes in connection with the Work Product.

City shall not sell, sublicense, distribute, modify for commercial use, or otherwise exploit Consultant's Pre-Existing Materials independent of the Work Product without Consultant's prior written consent.

Nothing in this Agreement shall be construed as transferring ownership of Consultant's Pre-Existing Materials, methodologies, training materials, templates, proprietary HR tools, trade secrets, know-how, or other intellectual property rights to City.

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

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

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

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

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

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

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

23. Non-Discrimination/Fair Employment Practices.

(a) Consultant shall not, because of race, religious creed, color, sex, national origin, 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

Consultant and Professional Services Agreement (Revised 05-2025) Page 8 of 12 orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

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

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

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

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

If to City:
[Name]
[Title]
555 Santa Clara Street
Vallejo, CA 94590

If to Consultant:

Denise Wilson,
CoreHR Team
2491 Alluvial Ave., Ste. 170
Clovis, CA 93611

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.

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

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 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

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

[SIGNATURES ON FOLLOWING PAGE]

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

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

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

CORE HR Team

By: ____________________
Denise Wilson
Co-Founder/CEO

DATE: __________________

(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 FORM:

By: ____________________
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:

[Name]
[Title]
[Department name]
555 Santa Clara Street
Vallejo, CA 94590
[Telephone number]
[Facsimile number /Email address]

The Consultant’s Representative for this Agreement is:

Denise Wilson
Co-Owner
CORE HR Team
2491 Alluvial Ave., Ste. 170
Clovis, CA 93611
[email protected]
(559) 825-6629

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 provide services on an as-needed basis during the Term.

5. 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 of Exhibit A

Consultant will provide external Human Resources support services to the City, which may include but is not limited to:

• Human resources consulting, guidance, and strategic support to City management and designated staff.
• Employee and labor relations support, including advice regarding workplace issues, employee performance concerns, disciplinary matters, conflict resolution, and complaint management.
• Assistance with personnel investigations, including fact-finding, documentation review, interview support, investigative findings, and recommendations.
• Development, review, and revision of human resources policies, procedures, employee handbooks, and related administrative documents. • Recruitment and selection support, including position analysis, job description development, interview panel participation, candidate evaluation, and hiring recommendations.
• Classification, compensation, and organizational assessment support, as requested.
• Performance management guidance, including coaching, corrective action planning, performance improvement strategies, and evaluation processes. • Compliance assistance related to applicable federal, state, and local employment laws, regulations, and human resources best practices. • Preparation of reports, correspondence, recommendations, and other human resources-related documents necessary to support City operations. • Attendance at meetings, hearings, mediations, or other proceedings as requested by the City.
• Consultation and coordination with the City Attorney, management staff, and other authorized representatives regarding personnel matters requiring human resources expertise.
• Other human resources consulting and advisory services mutually agreed upon by the parties and consistent with the purpose of this Agreement.

Consultant shall serve solely in an advisory capacity. Final decisions regarding hiring, discipline, termination, compensation, classification, policy adoption, and labor relations shall remain the sole responsibility of the City.

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 [dollar amount in words [dollar amount in numbers]).

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

B. Additional Services:

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

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

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

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be: $250.00

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

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 3 Exhibit B - Compensation
of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

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

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

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

5. Social Security Number or Taxpayer Identification Number

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

7. Total Billed to Date

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

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

D. Request for payment shall be sent to:

[Name]
[Title]
[Department name]
555 Santa Clara Street
Vallejo, CA 94590

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

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

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred 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 C – Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ACTION ITEM 9.A.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Stephanie Siefuentes, Human Resources Director
SUBJECT: ADOPT A RESOLUTION APPOINTING HARRY E. BLACK AS THE CITY MANAGER,

APPROVING AN EMPLOYMENT AGREEMENT BETWEEN THE CITY OF VALLEJO AND HARRY E. BLACK AND AUTHORIZING THE MAYOR TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution appointing Harry E. Black as the City Manager, approving an employment agreement between the City of Vallejo and Harry E. Black and authorizing the mayor to execute same.

REASONS FOR RECOMMENDATION
The City Manager plays a critical leadership role in the City of Vallejo as an organization, and that in turn is reflected in the success of the community. City Council appointed Mr. Black to the Interim City Manager role on April 28, 2026. Since that time, Mr. Black has demonstrated his seasoned expertise and strong ability to implement necessary improvements and set Vallejo on a path to success.

BACKGROUND AND DISCUSSION
Mr. Black began serving as the Interim City Manager for the City of Vallejo on May 16, 2026. Since that time, Mr. Black has demonstrated his seasoned expertise and strong ability to implement necessary improvements.

Mr. Black has not only focused on ensuring continuity of operations while serving in the interim role, but he has also focused on advancing key City priorities, including fiscal stability, organizational alignment, public safety, and economic development.

City Council initially selected Mr. Black for the Interim City Manager role because he has a reputation for demonstrating measurable progress in every organization he has ever led, particularly in financial management, operational performance, and major initiatives. That track record, along with consistency, is what Vallejo needs right now.

Mr. Black has the demonstrated operational expertise and decisive leadership to assess the organization, implement best practices for a modern municipality, and help to set Vallejo on a path to success.

The following is a summary of the terms in the proposed employment agreement, in addition to standard terms and conditions of employment as part of the Unrepresented Executive Management Employee Compensation, Leave, and Benefits Plan:
• Term: sixty (60) months
• Base Salary: $340,432 (previously approved by City Council on April 28, 2026 as part of Mr.

Black’s appointment to Interim City Manager)
• Auto Allowance of $500 per month
• Housing Allowance of $3,000 per month
• Deferred Compensation: annual maximum plus catch-up, $32,500 • COLAs: same time and manner as Unrepresented Group

Date: July 28, 2026
Subject: ADOPT A RESOLUTION APPOINTING HARRY E. BLACK AS THE CITY MANAGER,

APPROVING AN EMPLOYMENT AGREEMENT BETWEEN THE CITY OF VALLEJO AND HARRY E. BLACK AND AUTHORIZING THE MAYOR TO EXECUTE SAME

• Severance: Graduated rate over the 60-month term that starts at 3 months and gradually increases to a 12-month maximum

FISCAL IMPACT
Fiscal terms in this agreement were previously approved as part of the Interim City Manager agreement, and were budgeted accordingly in FY 26-27.

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 to Appoint City Manager and Approve Employment Agreement Harry Black - CAO Stamp

2. Employment Agreement_City Manager_Black Harry_CLEAN FINAL CAO Stamp

CONTACT
Stephanie Sifuentes, Human Resources Director
[email protected]

RESOLUTION NO. _______ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO, APPOINTING HARRY E. BLACK AS THE CITY MANAGER, APPROVING AN EMPLOYMENT AGREEMENT BETWEEN THE CITY OF VALLEJO AND HARRY E.

BLACK AND AUTHORIZING THE MAYOR TO EXECUTE SAME
WHEREAS, the City Council has determined that Harry Black is qualified to serve as City Manager of the City of Vallejo; and
WHEREAS, an employment agreement has been prepared that sets forth the duties, compensation, and other terms and conditions of employment for Mr. Black; and WHEREAS, the City Council desires to appoint Mr. Harry E. Black as City Manager and to approve the City Manager Employment Agreement attached to this Resolution as Exhibit A.

NOW, THEREFORE BE IT RESOLVED that the Council of the City of Vallejo does hereby resolve as follows:

Section 1. Appointment of City Manager. The City Council appoints Mr. Harry E. Black as City Manager for the City of Vallejo effective July 29, 2026.

Section 2. Approval of Employment Agreement. The City Council approves the Employment Agreement between the City of Vallejo and Mr. Harry E. Black, which is attached as Exhibit A and incorporated herein by this reference and authorizes the Mayor to execute said Agreement.

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

AYES:

ABSENT:

ABSTAIN:

NOES:
__________________________________

ANDREA SORCE, MAYOR

ATTEST: _______________________________________

DAWN ABRAHAMSOM, CITY CLERK

Exhibit A

CITY MANAGER EMPLOYMENT AGREEMENT

BETWEEN

THE CITY OF VALLEJO
AND
HARRY E. BLACK

1. Parties and Date
This Agreement is entered into as of July 28, 2026, by and between the City of Vallejo, California, a municipal corporation (the "City"), and Harry E. Black, an individual ("Black”).

The City and Black are sometimes individually referred to as a "Party" and collectively as "Parties."

2. Recitals
A. The City requires the services of a City Manager; and B. Black has the necessary education, experience, skills and expertise to serve as the City's City Manager; and
C. The City Council of the City (the "City Council") desires to employ Black to serve as the City Manager of City; and
D. The Parties desire to execute this Agreement pursuant to the authority of and subject to the provisions of the Charter of the City of Vallejo and the Vallejo Municipal Code; and E. In consideration of these Recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the Parties agree as provided in this Agreement.

3. Employment
The City hereby employs Harry E. Black as its City Manager, effective July 29, 2026, as a full-time, at-will employee to serve at the pleasure of the City Council, subject to the terms and conditions set forth herein, and Black hereby accepts such employment.

4. Commitment and Understandings

Exhibit A

A. Black's Commitments
(1) Duties & Authority
(a) Black shall be the chief executive officer of the City and be responsible to the City Council for the proper administration of all affairs of the City. (b) Black shall perform all of the duties of the City Manager as set forth in the Charter of the City of Vallejo (“Charter”) and the Vallejo Municipal Code (the "Municipal Code"), the California Government Code, and City policies and procedures approved by the City Council, as may be provided from time to time. (c) Black is also, by City Council designation, the chief executive of other City related legal entities such as the housing authority and the successor agency to the Vallejo Redevelopment Agency. Additional designations might include financing authorities, and joint powers authorities.
(d) Black shall administer and enforce policies established by the City Council and promulgate rules and regulations as necessary to implement City Council policies. (e) To the extent consistent with the Charter, the Municipal Code and California state law, Black shall have the power and shall be required to:
(i) Attend all meetings of the City Council, unless excused due to temporary absence or disability, and take part in the discussion of all matters before the City Council. Black shall receive notice of all regular and special meetings of the City Council.
(ii) Review all agenda documents before preparing the agenda for any regular or special meetings of the City Council. Black may publicly endorse or oppose any proposed agenda items placed on the agenda by persons other than himself or the City Manager's staff.
(iii) Direct the work of all appointive City officers and departments that are the concern and responsibility of the City Council, except those that are directly appointed by or report directly to the City Council. Black may undertake any study or investigation he believes is necessary or desirable and shall make any study or investigation the City Council directs. Black shall endeavor to implement changes that he believes will result in greater efficiency, economy, or improved public service in the administration of City affairs.
(iv) Recommend to the City Council from time to time, adoption of such measures as Black may deem necessary or expedient for the health, safety, or welfare of the community or for the improvement of administrative services.
(v) With the consent of the City Council, and consistent with the Charter and Municipal Code, Black may consolidate or combine offices, positions, departments, or units under the City Manager's jurisdiction and may serve as the head of one or more City departments.
(vi) Conduct research into administrative practices in order to bring about greater efficiency and economy in City government and develop and

Exhibit A

recommend to the City Council long-range plans to improve City operations and prepare for future City growth and development. (vii) Provide management training and develop leadership qualities among department heads and staff as necessary to build a City management team that can plan for and meet future challenges.
(viii) Exercise control of City government in emergencies as authorized by the Municipal Code and California law.

(2) Hours of Work
(a) Black is an exempt employee but is expected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager's position. Black shall not have set hours of work as the City Manager is expected to be available outside of regular business hours as needed.
(b) It is recognized that the City Manager must devote a great deal of time to the business of the City outside of the City's customary office hours, and to that end Black's schedule of work each day and week shall vary in accordance with the work required to be performed. Black shall spend sufficient hours on site to perform the City Manager's duties; however, Black has discretion over the City Manager's work schedule.
(c) Prior to undertaking any secondary activities for which Black receives compensation, Black shall disclose those activities to the Council. (3) Disability or Inability to Perform

In the event Black becomes mentally or physically incapable of performing the City Manager's essential functions and duties with reasonable accommodation and it reasonably appears such incapacity will last for more than six (6) months, the City Council may, subject to state and federal law, terminate Black. Black shall be entitled to thirty (30)-days’ notice if the City intends to act under this provision, during which time, the City Council may suspend and place Black on paid, administrative leave. If the City Council does elect to terminate Black due to incapacity, Black shall not receive severance benefits provided in Section 6.C below.

B. City Commitments

(1) The City shall provide Black with the compensation, incentives and benefits, as specifically set forth in this Agreement only.

(2) The City shall provide Black with a private office, secretary, staff, office equipment, supplies, city cell phone, and all other facilities and services needed for the performance of the duties of City Manager.

Exhibit A

(3) The City shall pay for or provide reimbursement for all reasonable and lawful business expenses of Black incurred as a result of performing the duties of the City Manager. The City shall provide Black with a City credit card to charge appropriate and lawful business expenses. All lawful business expenses shall be supported by receipts.

(4) The City agrees to pay the professional dues and subscriptions on behalf of Black which are necessary for Black's continuation and full participation in national, regional, state, or local associations and organizations necessary and desirable for the good of the City, and for Black's continued professional participation and advancement as approved by the City Council in the City's annual budget. At a minimum, this shall include any annual professional dues for membership with the International City Management Association ("ICMA"), California City Management Foundation (“CCMF”), League of California Cities, and Solano County Public Managers Association (“PMA”).

(5) The City agrees to pay the travel and subsistence expenses of Black to pursue official and other functions for the City, and meetings and occasions to continue the professional development of Black, including, but not limited to, national, regional, state, and local conferences, and governmental groups and committees upon which Black serves as a member as approved by the City Council in the City's annual budget. At a minimum, this shall include attendance at the annual ICMA conference and the League of California Cities annual conference, and the annual League of California Cities City Managers Department conference.

(6) The City also agrees to pay reasonable costs for the travel and subsistence expenses of Black for short courses and seminars that are necessary for the good of the City or for the professional development of Black as approved by the City Council in the City's annual budget.

(7) Black shall prepare and submit to the City Council on an annual basis, or upon request of the Council as part of a performance evaluation, a report detailing the expenses and costs related to Subsections (4), (5) and (6). Black shall adhere to the City’s Employee Travel and Business Expense Policy and any related administrative procedures. Black shall submit requests for travel authorization and reimbursement to the Mayor for review and approval in accordance with such policy and procedures.

(8) Given the importance of technological tools to the effective and efficient business of City government, the City shall provide such tools as a desktop computer and/or laptop computer, electronic tablet, high-speed internet access, electronic calendar, fax, copy machine and similar devices to Black at the City Manager's office, as approved by the City Council in the City's annual budget, except that the laptop and/or tablet are available for use outside of the City Manager’s office.

Exhibit A

C. City Council Commitments

(1) The City Council sets policy for the governance and administration of the City, and it implements its policies through the City Manager.

(2) The City Council recognizes that to meet the challenges facing the City they must exercise decisive policy leadership. As one step in carrying out this leadership responsibility, the City Council commits to spending time each year outside of regular City Council meetings to work with the City Manager and staff on setting goals and priorities for the City government, and to work on issues that may be inhibiting the maximal achievement of City goals.

(3) Except for the purpose of inquiry with City department heads, the City Council and its members shall deal with all subordinate City employees, officers, contractors, and consultants solely through Black or Black's designee, and neither the City Council nor any member thereof shall give orders or direction to any subordinate of the City Manager, either publicly or privately.

(4) The City Council agrees none of its individual members will order the appointment or removal of any person to any office or employment under the supervision and control of the City Manager.

(5) Neither the City Council nor any of its members shall interfere with the execution of the powers and duties of the City Manager. Black shall take orders and instructions from the City Council only when it is sitting as a body in a lawfully held meeting and only when directed by a majority of the Council.

D. Mutual Commitments

(1) Performance Evaluation
(a) Performance evaluations are an important way for the City Council and City Manager to ensure effective communications about expectations and performance.
(b) The City Council recognizes that for Black to respond to Council needs, Black needs to know how the City Council Members evaluate his performance as the City Manager.
(c) To ensure that Black receives this feedback, the City Council shall communicate feedback to Black regularly and may conduct informal or formal performance evaluations with Black as often as deemed necessary by the City Council. Black shall coordinate the scheduling and agendizing of all informal and formal performance evaluations. Informal check-ins shall occur no fewer than four (4) times each calendar year and, to the extent practicable, shall be held on a quarterly basis.

Exhibit A

(d) The City Council and Black shall create goals, performance objectives, and other outcome measures as they mutually determine are necessary for the proper operation of the City and for the attainment of the City Council's policy objectives, to provide a basis for performance evaluations; and, the City Council and Black shall further establish a relative priority among those goals and performance objectives.
(e) In the event City Council would like to engage the services of a professional outside facilitator, the expense will be covered by the City, and the facilitator will be selected by mutual agreement between the City and Black. (f) Any evaluation of the City Manager’s performance shall be discussed by the City Council only in closed session. Any evaluation shall be in writing and a copy of the evaluation shall be given to Black and a copy placed in Black’s personnel file.

5. Compensation
The City agrees to provide the following compensation to Black during the term of this Agreement:

A. Compensation & Required Employer Costs

1. Base Salary
(a) The annual salary for the position of City Manager shall be Three Hundred Forty Thousand Four Hundred and Thirty Two Dollars and No Cents ($340,432.00). (b) Black shall receive Cost of Living Adjustments (COLAs) at the same intervals and in the same manner as any COLAs for the Unrepresented Group in order to mitigate compaction with subordinate staff and to keep pace with the market. (c) Black shall be paid at the same intervals and in the same manner as regular City employees.
(d) The City shall not at any time during the term of this Agreement reduce the base salary, compensation or other financial benefits of Black, unless as part of a general City management salary reduction, and then in no greater percentage than the average reduction of all City department heads.

2. Automobile Allowance
Black shall receive a monthly auto allowance in the amount of Five Hundred Dollars ($500.00) per month in exchange for making a non-City-owned vehicle available for Black’s own use for City-related business and/or functions, during, before and after normal work hours. Black shall provide auto insurance, fuel and maintenance for this vehicle.

Exhibit A

3. Housing Allowance
Black shall be provided a monthly housing allowance of Three Thousand Dollars ($3,000) per month, less applicable payroll deductions and withholdings. Eligibility for the housing allowance is contingent upon Black utilizing it within the City of Vallejo throughout the term of this agreement.

4. Cell Phone
Black shall be provided a City-owned cell phone for City-related business and/or functions during, before and after normal work hours. The City of Vallejo shall pay for any expenses related to initial purchase, data plan, monthly service plan, and replacement of said phone due to normal wear and tear.

5. Life Insurance & Accidental Death & Disability Insurance After thirty-one (31) days of employment, Black shall be provided with Term Life Insurance and Accidental Death & Disability Insurance under the same terms as those of the Unrepresented Employee Group, with coverage level in the amount of Two Hundred Fifty Thousand Dollars and No Cents ($250,000.00) for Term Life Insurance and a benefit equal to the Unrepresented Employee Group for Accidental Death & Disability Insurance.

6. Deferred Compensation Plans
To the extent authorized by applicable federal law and regulations applicable thereto (“federal laws”), City agrees to pay annually, on behalf of Black, the maximum allowable contribution pursuant to applicable federal laws, which for 2026 is Twenty- Four Thousand Five Hundred Dollars ($24,500.00), plus the allowable “catch-up” amount of Eight Thousand Dollars ($8,000), for a total of Thirty-Two Thousand Five Hundred Dollars ($32,500) into Black’s deferred compensation accounts with the City’s current deferred compensation providers.

7. Employee Assistance Coverage
The City shall provide an Employee Assistance Program and pay the full cost of this coverage for Black during the Term of this Agreement.

8. Required Employer Costs
The City shall pay:
a) Employers' share of Federal Insurance Contributions Act (FICA), including: Old Age Survivor and Disability Income (OASDI) and Medicare. b) Premiums relating to Unemployment Compensation.

Exhibit A

c) Employer share of retirement Contributions - The City Participates in the California Public Employees Retirement System (CALPERS) Plan, with a 2.7% at 55 formula for Classic Employees, with an employee contribution of 8% plus 1% (total 9%) and a 2% at 62 formula for PEPRA members with an employee contribution of 7.75%.
d) Employer share of Social Security - Black is covered by the Social Security Act.

This benefit is in addition to the CALPERS Retirement Plan. The City and Black each pay their required amount under the Social Security Act. Black’s contribution amount will be deducted from his paycheck. e) The cost of any fidelity or other bonds required by law for the City Manager. f) The cost to defend and indemnify Black as provided in Section 7.E. below. g) For Workers' compensation to the same extent provided to other employees of the City.

B. Basic Benefits

1. General
Black is entitled to the same benefits as are available to other Unrepresented Executive Management Employees group members ("Unrepresented Employees Group") unless specifically revised herein.

2. Holidays
Declared Holidays — Black shall be entitled to the same twelve (12) holidays each fiscal year under the same terms as provided to the Unrepresented Employee Group.

3. Annual Leave Allowance
(a) Based on Black’s 18+ years of public sector experience, Black shall receive an Annual Leave allowance at the accrual rate of 200 hours per calendar year. (b) Limitation on Accumulation - The City Manager is eligible to accumulate annual leave up to that which can be accumulated in three (3) years. The City Manager shall not accrue annual leave beyond the maximum allowed. (c) If Black resigns, retires or is otherwise separated from service of the City, he shall receive annual leave pay out for all of his accrued, unused annual leave upon separation from employment. The amount of payment for all unused annual leave shall be calculated based on the City Manager's base hourly rate of pay in effect on his last day of employment.

4. Administrative Leave Allowance
Black shall receive eighty (80) hours of pro-rated administrative leave per calendar year. This leave must be used within the payroll calendar year or be forfeited. There is no cash value.

Exhibit A

5. Sick Leave Allowance
(a) Black shall accrue sick leave on the same basis as other exempt, at-will employees in the Unrepresented Employee group. The current rate of accrual is twelve (12) hours per month.
(b) Limitation on Accumulation — Black shall be eligible to accumulate sick leave up to that which can be accumulated in three (3) years. (c) Retirement from Service - Upon retirement or separation from the City, Black shall not be entitled to cash out any remaining sick leave balance. Upon retirement from the City accumulated sick leave hours may be used to purchase additional CALPERS service credit, if permitted by law and CALPERS.

6. Bereavement Leave
Black may use sick leave for the purpose of bereavement leave up to a maximum of five (5) working days per bereavement on the same basis as other exempt, at-will employees in the Unrepresented Employee Group.

7. Health Care Benefits
Black shall be entitled to the same health care benefits, including Group Health Insurance, Retiree Health Insurance, Medical Insurance Flex, Dental, Vision and Employee Assistance Program, as are provided to other exempt, at-will employees in the Unrepresented Employee group and at the same rates as provided to Unrepresented Employees.

6. Separation
A. Resignation/ Retirement
Black may resign at any time and agrees to give the City at least thirty (30) days advance written notice of the effective date of Black’s resignation, unless the Parties otherwise agree in writing. If Black retires from full time public service with the City, Black shall provide at least thirty (30) days advance written notice. In the event that Black resigns or retires, he shall not be entitled to any base pay or other compensation set forth in Section 5 A above, or the value of any Health Care Benefits described in Section 5 B 7 above for any period of time left on the Term of this Agreement, but will be entitled to compensation for earned but unused Annual Leave and Administrative Leave as set forth herein. In the event that Black resigns or retires, he shall not be entitled to any severance pay as provided in Section 6 (C) below.

B. Termination & Removal
(1) The City Manager is an exempt, at-will employee serving at the pleasure of the City Council under the authority of Vallejo City Charter Section 400.

Exhibit A

(2) The City Council may remove Black at any time, with or without cause, by a majority vote of its members. Notice of termination shall be provided to Black in writing.

Termination as used in this section shall also include a request by the City Council that the City Manager resign, a reduction in salary or other financial benefits of the City Manager of more than ten percent (10%) in current base salary and/or other financial benefits of the City Manager, except as occasioned by a reduction in the salary of other Exempt Managers, a material reduction in the powers and authority of the City Manager, or the elimination of the City Manager's position. Any such notice of termination or act constituting termination shall be given only by action of a majority of the City Council.

(3) Pursuant to the provisions of Vallejo City Charter Section 407(c), an affirmative vote of at least five (5) members of the City Council shall be required to terminate Black within sixty (60) days after his initial appointment, or within sixty (60) days after any election at which members are elected to the City Council. Because Black is being hired six (6) months prior to an election, said sixty (60) day period shall be extended to ninety (90) days for the November 2026 election.

C. Severance Pay
(1) In the event Black is involuntarily terminated, as defined herein, by the City Council during such time that Black is willing and able to perform the City Manager's duties under this Agreement during the Term of this Agreement or any extension thereof, then in that event the City agrees to pay Black a lump sum cash payment in accordance with the following:

If involuntary termination occurs
between:

Amount of severance paid:
0 – 6 months of employment 3 months’ base salary
7 – 18 months of employment 9 months’ base salary
19 – 31 months of employment 10 months’ base salary
32 – 44 months of employment 11 months’ base salary
45 months of employment and beyond 12 months’ base salary In addition, the City shall continue in full force and effect, the same employer contributions toward health insurance for Black and any dependents Black has enrolled at the time of involuntary termination, for an amount of time equal to that at which severance is paid out. Black shall notify the City within five (5) business days of securing new full-time employment or health insurance. Black’s insurance coverage with the City will cease upon him obtaining new health coverage.

Exhibit A

(2) In exchange for the consideration provided in paragraph C (1), Black shall execute release of all claims in a form mutually acceptable to the Parties. (3) In the event that Black voluntarily resigns, Black shall not be entitled to Severance Pay.

D. Involuntary Termination
"Involuntary termination" as used in this Section means discharge or dismissal by the City, or resignation following a salary reduction of more than ten percent (10%), except as occasioned by a reduction in the salary of other Exempt Managers, or resignation following a request by the City Council, approved by a majority vote of the entire City Council, that Black resign. Involuntary termination does not include Black's death, incapacity due to injury or illness (physical or mental), dismissal for just cause as defined in Section E below, nor Black's resignation for any reason other than stated in this Section. The City Council may withhold payment of severance pay pending final disposition of any criminal charges.

E. Separation for Cause
(1) Notwithstanding the provisions of Section 6.0, the City Manager may be terminated for cause.

As used in this Section, "cause" shall mean only one or more of the following:
a) Willful misconduct;
b) Malfeasance;
c) Dishonesty for personal gain;
d) Conviction of a felony;
e) Conviction of a misdemeanor involving moral turpitude; f) Continued abuse of drugs or alcohol that materially affects the performance of the Manager's duties;
g) Repeated and protracted unexcused absences from the City Manager's office and duties;
h) Willful abandonment of duties;
i) Acceptance of employment from another source which is inconsistent with full-time employment as Vallejo's City Manager;
j) Failure to adhere to the ICMA Code of Ethics; and
k) Failure to follow the direction of a majority of the City Council where such direction complies with the Charter, Municipal Code, and State or Federal Laws and the City Council identifies the directive that Black has failed to follow and affords him a fair and reasonable opportunity, where applicable, to cure and/or respond before taking a vote on termination.

Exhibit A

(2) In the event the City terminates Black for cause, then the City may suspend Black as City Manager immediately and shall have the right to terminate this Agreement in writing, with ten (10) calendar days’ notice, and will afford Black the opportunity to respond to the allegations of cause. In the event that the City Council elects to terminate this Agreement under this provision, Black shall be entitled to only the compensation accrued up to the date of termination, and such other termination benefits and payments as may be required by law. Black shall not be entitled to any severance benefits.

(3) In the event the City terminates Black for cause, the City and Black agree neither Party shall make any written or oral statements to members of the public or the press concerning Black's termination except in the form of a joint press release which is mutually agreeable to both Parties. The joint press release shall not contain any text or information that would be disparaging to either Party. Provided, however, that either Party may verbally repeat the substance of any such press release in response to inquiries by members of the press or public.
(4) In the event Black dies while employed by the City under this Agreement, Black’s beneficiaries or those entitled to Black’s estate, shall be entitled to Black’s earned salary, and any in-lieu payments for accrued benefits, including compensation for the value of all accrued leave balances.

7. Miscellaneous Provisions
A. Term

(1) Initial Term
The Initial Term shall be for a period of sixty (60) months commencing on July 29, 2026, and continuing until July 28, 2031 (the initial "Termination Date"), unless terminated earlier in accordance with Section 6.
(2) Subsequent Terms
This Agreement shall automatically renew as provided herein unless the City gives Black timely notice of non-renewal. The City must give Black written notice of non-renewal at least six (6) months prior to the initial Termination Date or any succeeding Termination Date. Unless such notice of non-renewal is timely given, this Agreement shall automatically renew for an additional year and a new Termination Date shall be accordingly established. If notice of non-renewal is given, the City Council may at any time choose to relieve Black of his duties and pay any remaining salary and benefits left on the Agreement as a lump sum and Black shall not be entitled to Severance Pay per the provisions of Section 6.C.

Exhibit A

B. Provisions that Survive Termination
Only the sections of this Agreement that by their terms are reasonably intended to survive the termination of this Agreement shall survive the termination of this Agreement.

C. Amendments
This Agreement may be amended at any time by mutual agreement of the City and Black.

Any amendments are to be negotiated, put in writing, and adopted by the City Council.

D. Conflict of Interest
(1) Black shall not engage in any business or transaction nor shall have a financial or other personal interest or association, either direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations. This section shall not serve to prohibit independent acts or other forms of enterprise during those hours not covered by active City employment, providing such acts do not constitute a conflict of interest as defined herein.
(2) Black shall also be subject to the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to Black's City employment.
(3) Black is responsible for submitting to the City Clerk the appropriate Conflict of Interest statements at the time of appointment, annually thereafter, and at the time of separation from the position.

E. Indemnification
Except as otherwise provided by law, and provided that Black complies with the provisions of Sections 825 and 825.6 of the California Government Code, as now existing or hereafter amended, City shall defend, hold harmless, and indemnify Black against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Black’s duties in accordance with the provisions of Sections 825 and 825.6, as now existing or hereafter amended. City may conduct such defense reserving the rights of City not to pay the judgment, compromise, or settlement until it is established that the injury arose out of an act or omission occurring within the scope of Black’s employment as an employee of City. City is required to pay the judgment, compromise, or settlement only if it is established that the injury arose out of an act or omission occurring in the scope of Black’s employment as an employee of City. Nothing in this Agreement authorizes or obligates City to pay that part of any claim or judgment that is for punitive or exemplary

Exhibit A

damages. City may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered therefrom only to the extent authorized in Sections 825 through 825.6, as now existing or hereafter amended.

If Black is convicted of a crime involving an abuse of his office or position, as defined in Government Code Section 53234.4, then Black shall not be entitled to indemnity or defense and shall fully reimburse the City for any paid administrative leave salary paid by the City to Black pending any investigation, funds provided to Black or expended for his legal criminal defense, and/or any severance pay or cash settlement paid to Black related to his termination by the City. Said reimbursements are required if such payments are made, even if the payments were made by the City in the absence of any contractual requirement to do so.

F. Severability
If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, such clause, sentence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the Parties hereto.

G. Jurisdiction and Venue
This Agreement shall be construed in accordance with the laws of the State of California, and the parties agree that venue shall be in Solano County, California.

H. Entire Agreement
This Agreement represents the entire agreement of the Parties, and no representations have been made or relied upon except as set forth herein. This Agreement may be amended or modified only by a written, fully executed agreements of the Parties.

I. 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.

J. 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.

Exhibit A

K. 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.

L. Notice
Any notice, amendments, or additions to this Agreement, including change of address of either Party during the term of this Agreement, which Black or the City shall be required, or may desire, to make shall be in writing and shall be sent by postage prepaid first class mail or hand-delivered to the respective Parties as follows:
(1) If to the City:

Andrea Sorce, Mayor
555 Santa Clara Street,
Vallejo, California 94590
(2) With a copy to:

Stephanie Sifuentes, Human Resources Director
555 Santa Clara Street,
Vallejo, California 94590

(3) If to the City Manager:

Harry E. Black

Notices shall be deemed received upon receipt or upon depositing in the U.S. Mail postage prepaid first class mail.

M. Conflict with Charter
Should any provision of this Agreement be found to conflict with the Charter of the City of Vallejo, the provisions of the Charter shall control.

N. Facsimile Signatures
This Agreement shall be binding upon the receipt of facsimile signatures; provided, however, that any person transmitting his or her signature by facsimile shall promptly send an original statement to the other party.

Exhibit A

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

HARRY E. BLACK, CITY OF VALLEJO,
an individual a municipal corporation

By: ________________________________ By: _________________________________ Harry E. Black Andrea Sorce
Mayor

(City Seal) Attest: _________________________________ Dawn Abrahamson
City Clerk

Approved as to Content:

_______________________________________
Stephanie Sifuentes
Human Resources Director

Approved as to Form:

_______________________________________
Veronica A. F. Nebb
City Attorney

ACTION ITEM 9.B.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Gillian Haen, Assistant City Manager
Erin Hanford, Economic Development Program Manager
SUBJECT: ADOPT A RESOLUTION APPROVING THE ACKNOWLEDGMENT OF DEVELOPMENT

AGREEMENT THIRD EXTENSION AGREEMENT WITH THE NIMITZ GROUP, LLC, EXTENDING THE TERM OF DEVELOPMENT AGREEMENT TO SEPTEMBER 11, 2031, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

RECOMMENDATION
Adopt a resolution approving the Acknowledgment of Development Agreement Third Extension Agreement with The Nimitz Group, LLC, extending the term of Development Agreement to September 11, 2031, and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
The Nimitz Group LLC, (“Nimitz”) has exercised its right under the Development Agreement (DA) to request a third five-year extension extending the term of the DA to September 11, 2031. In the absence of substantial evidence that Nimitz is in an uncured material default of its obligations, the DA extension would be deemed approved and result in an acknowledgement of extension. (Attachment 1)

BACKGROUND AND DISCUSSION
Following a competitive process, the City of Vallejo negotiated a series of agreements with Lennar Mare Island, LLC (“Lennar”) to acquire, develop and remediate approximately 670 acres on Mare Island, commonly referred to as “South Island”. These agreements include the Acquisition Agreement (AA), dated December 21, 1999, that sold the land to Lennar, and the Development Agreement (DA), dated September 12, 2001, that established development rights to the land. The DA is available on the City website here:
https://www.cityofvallejo.net/our_city/about_vallejo/mare_island/main_mare_island_agreements On July 31, 2019, Council approved the Consent Agreement to the Transfer of Lennar’s holdings to The Nimitz Group (“Nimitz”). Shortly thereafter, in November 2019, Lennar closed escrow on the Purchase and Sale Agreement with Nimitz for the acquisition of South Island. As part of that transaction, Nimitz assumed the role of Mare Island Master Developer, including all of the developer’s rights and obligations under the AA and the DA.

The DA had an initial 15-year term through September 11, 2016, plus three additional five-year extension options through September 11, 2031. Lennar exercised the first five-year extension of the DA that was documented by the Acknowledgement of Development Agreement Extension dated November 18, 2015; and

Date: July 28, 2026
Subject: ADOPT A RESOLUTION APPROVING THE ACKNOWLEDGMENT OF DEVELOPMENT

AGREEMENT THIRD EXTENSION AGREEMENT WITH THE NIMITZ GROUP, LLC, EXTENDING THE TERM OF DEVELOPMENT AGREEMENT TO SEPTEMBER 11, 2031, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

Nimitz exercised the second five-year extension of the DA which was documented by the Acknowledgement of Development Agreement Extension dated August 24, 2021.

The DA provides that the developer may exercise the extension options by providing a written request to the City between 120-270 days prior to the expiration of the current term. MIC submitted a letter to the City on March 30, 2026 (165 days prior the current DA expiration date) exercising the third five-year extension option (Attachment 2) which would extend the DA to September 11, 2031.

Per the DA, upon receipt of Nimitz extension request, the City has the right to review the request, but may not deny or modify the request unless the City finds evidence Nimitz is in uncured material default under the DA.

An uncured default is a condition of default that remains after the City has provided Nimitz with notice and an opportunity to cure.

The City is to perform a review of Nimitz’ good faith compliance with the terms of the DA in the same manner as required for the DA annual review. The City may use the findings of the last annual review provided it was completed within 90 days of the request. The last annual review, recently concluded on June 15, 2026 (77 days from MIC’s extension request) determined that MIC is in good faith compliance with the DA and is not in uncured material default with the noted item discussed below. Attachment 3 is the Planning Commission memo regarding the DA compliance including Nimitz’ annual report. Attachment 4 is the power point presentation Nimitz shared with the Planning Commission on June 15, 2026.

As noted during the annual review, under the terms of the DA Section 2.2, the developer is obligated to faithfully comply with the terms of the Acquisition Agreement (AA). Per Section 7.3.4 of the AA “Sublease Revenue Allocation after the Preliminary Feasibility Period”, developer is required to pay the City five percent (5%) of the Gross Lease Revenues from subleases of the Sub-LIFOC (Lease in Furtherance of Conveyance) Parcels and the Reuse Area Subleases. LMI paid the 5% Gross Lease Revenue to the City for approximately fifteen (15) years, however, effective December 2017, LMI ceased making payments to the City. Annualized payments to the City under this section typically exceeded $400,000. As this issue was flagged in past DA annual reviews the City and Nimitz executed a Tolling Agreement on March 1, 2025 which suspends (or “tolls”) the statute of limitations for the City to assert or file a claim regarding the Acquisition Agreement’s Sublease Revenue obligation. With the Tolling Agreement in place this item should not hold up the third and last extension of the Development Agreement.

Nimitz has made significant progress since the 2nd extension of the DA in August 2021 including the following:
• Nimitz invested in multiple buildings which helped maintain historic resources and expand the positive economic impact of the Mare Island business community.
• Throughout 2023, Nimitz completed the abatement and demolition of eight derelict structures on South Mare Island.
• In September 2024, Nimitz submitted Connolly Corridor pre-application for the first phase of work to the City of Vallejo. Connolly Corridor is an approximately 30-acre mixed-use early activation area centered on Connolly Street on South Mare Island. The project was intended to be an interim activation effort that could move forward under the existing Mare Island Specific Plan (MISP) while the updated MISP is being prepared.
• In October 2024, Nimitz submitted an initial incomplete draft of the New Specific Plan to the City of Vallejo. The MISP update was informed by community input gathered by the City and Nimitz through 20 community meetings held between 2020 and 2025. At buildout, the proposed land use plan is

Date: July 28, 2026
Subject: ADOPT A RESOLUTION APPROVING THE ACKNOWLEDGMENT OF DEVELOPMENT

AGREEMENT THIRD EXTENSION AGREEMENT WITH THE NIMITZ GROUP, LLC, EXTENDING THE TERM OF DEVELOPMENT AGREEMENT TO SEPTEMBER 11, 2031, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

estimated to accommodate between approximately 9,750 and 14,400 dwelling units, approximately 895 dormitory units, and between approximately 14,900 and 17,000 jobs. • On August 12, 2025, Nimitz submitted a development and landscape review application for the Coral Sea Village Subdivision (8C) to the City for minor modifications to the previously approved residential architecture and landscaping. The project consists of 68 detached single-family residences, 28 multifamily units arranged as four units on each of the seven parcels, and related landscaping improvements.

The DA is an important component to a stable development and investment process for Mare Island. This third extension will allow Nimitz to move forward on short-term development projects under the existing Specific Plan and to continue to develop and finalize the new Specific Plan for the Island. An extension of the DA allows Nimitz to continue to undertake the master planning and pre-development work necessary to enable Nimitz and its developer partners to invest in the property and move forward with site preparation and the future development and rehabilitation of buildings and related improvements on the Island. Understanding this is the last extension option of the DA, the City is working with Nimitz on a new DA to cover both South and North Island.

FISCAL IMPACT
Extension of the DA has no direct fiscal impact on the General Fund. Development on Mare Island is assessed a Communities Facilities District Fee that covers the City’s costs of municipal services on Mare Island.

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

ATTACHMENTS

1. Resolution MI DA 3rd Extension - CAO Stamp

2. ATT1 Acknowledgement of Mare Island Development Agreement 3rd Extension

3. ATT2 MIC 3.30.2026 Annual Review and DA Extension Notice Letter

4. ATT3 Planning Dept 6.15.2026 DA Annual Review Staff Report

5. ATT4 Mare Island 2025 DA Annual Review Presentation

CONTACT

Date: July 28, 2026
Subject: ADOPT A RESOLUTION APPROVING THE ACKNOWLEDGMENT OF DEVELOPMENT

AGREEMENT THIRD EXTENSION AGREEMENT WITH THE NIMITZ GROUP, LLC, EXTENDING THE TERM OF DEVELOPMENT AGREEMENT TO SEPTEMBER 11, 2031, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

Gilian Haen, Assistant City Manager (707) 648-4576
[email protected]

\

RESOLUTION NO. 26- ______

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING THE ACKNOWLEDGEMENT OF DEVELOPMENT AGREEMENT

THIRD EXTENSION WITH THE NIMITZ GROUP, LLC,

EXTENDING THE TERM FIVE YEARS,

AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
WHEREAS , on September 12 2001, the City entered into a Development Agreement (“Agreement”) for Mare Island with Lennar Mare Island (“Lennar”) the then current Master Developer of the Island; and

WHEREAS , on November 30, 2004, the City entered into the First Amendment to the Development Agreement with Lennar adding obligations for the construction of an off-island water storage tank if needed and limiting the development timing and restrictions of the Agreement; and

WHEREAS , on November 19, 2015, the City and Lennar entered into the Acknowledgement of the First Extension of the Development Agreement; and

WHEREAS , on November 1, 2019, Lennar sold their remaining holdings to the Nimitz Group, LLC (“Nimitz”). Nimitz succeeded to the interests and obligations of Lennar, as set forth in the numerous agreements pertaining to the ownership and development of Mare Island, including, but not limited to, the Development Agreement, except for retained obligations of Lennar pursuant to certain written agreements; and

WHEREAS , on February 8, 2002, the City and Nimitz entered into the Acknowledgement of the Second Extension of the Development Agreement; and

WHEREAS , on March 30, 2025, Nimitz submitted their Annual review of the Agreement and a request to exercise the third extension option of the Agreement to the City; and

WHEREAS , the City Planning Department performed an annual review of Nimitz’s good faith compliance with the terms of the Agreement on June 15, 2026 and determined Nimitz was in “substantial” compliance with the Agreement, noting however the pre-existing issue regarding the Acquisition Agreement’s Sublease Revenue obligation; and

WHEREAS , on March 1, 2025 the City and Nimitz executed a Tolling Agreement which suspends (or “tolls”) the statute of limitations for the City to assert or file a claim regarding the Acquisition Agreement’s Sublease Revenue obligation; and

WHEREAS , the City of Vallejo and Nimitz desire to extend the Agreement an additional five years through September 11, 2031.

NOW, THEREFORE , BE IT RESOLVED that the City Manager is hereby authorized to execute the Acknowledgement of Development Agreement Third Extension Agreement between the City of Vallejo and the Nimitz Group, LLC, extending the term five years, with any modifications recommended by the City Attorney and City Clerk to attest the signing of these 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:

______________________________

ANDREA SORCE, MAYOR

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN
TO:

CITY OF VALLEJO
OFFICE OF CITY CLERK, 3RD
FLOOR
555 SANTA CLARA STREET
VALLEJO, CA 94590

ABOVE SPACE FOR RECORDER’S USE

ACKNOWLEDGEMENT OF DEVELOPMENT AGREEMENT

THIRD EXTENSION

THIS ACKNOWLEDGMENT OF DEVELOPMENT AGREEMENT THIRD
EXTENSION (the “Acknowledgment”) is executed as of ______________, 2026, between THE NIMITZ GROUP, LLC, a California limited liability company (“Developer”) and the CITY OF VALLEJO, a municipal corporation (“City”).

City has received a request dated March 30, 2026 from Developer that City acknowledge the Third Extension to the term of that Development Agreement for Mare Island dated September 12, 2001, entered into between City and Developer’s predecessor in interest Lennar Mare Island (LMI), and recorded on September 12, 2001 as Instrument No. 2001- 104427 of the Official Records of Solano County, California, and as amended by the First Amendment dated November 30, 2004, entered into between City and LMI and recorded on January 14, 2005 as Instrument No. 2005-00006646 of the Official Records of Solano County, California and as extended by the Acknowledgement of Development Agreement First Extension, entered into between City and LMI on November 18, 2015 and recorded on November 19, 2015 as Instrument No. 2015-00104717 of the Official Records of Solano County, California and as extended by the Acknowledgement of Development Agreement Second Extension, entered into between City and the Nimitz Group on August 24, 2021 and recorded on February 8, 2022 as Instrument No. 202200010113 of the Official Records of Solano County, California (collectively referred to as the “Development Agreement”).

The City has performed an annual review of Developer’s good faith compliance with the terms of the Development Agreement and on June 15, 2026 determined Developer to generally be compliant, noting the previously identified exception regarding the Acquisition Agreement’s Sublease Revenue obligation.

Pursuant to Section 1.3.2 of the Development Agreement, City acknowledges and finds that Developer has no uncured material default, as that term is defined by the Development Agreement, which would cause City to deny, condition or shorten the term of the Development Agreement. However, as noted during the annual review of the DA on June

15, 2026, under the terms of the DA Section 2.2, the Developer is obligated to faithfully comply with the terms of the Acquisition Agreement (AA). Per Section 7.3.4 of the AA, Developer is required to pay the City “Gross Lease Revenues” equal to five percent (5%) of the Gross Lease Revenues from subleases of the Sub-LIFOC (Lease in Furtherance of Conveyance) Parcels and the Reuse Area Subleases. This Gross Lease Revenue was in fact paid to the City for approximately fifteen (15) years. However, effective December 2017, LMI ceased making payments to the City. Annualized payments to the City under this section typically exceeded $400,000. As this issue was flagged in past DA reviews the City and the Developer executed a Tolling Agreement on March 1, 2025 which suspends (or “tolls”) the statute of limitations for the City to assert or file a claim regarding the Acquisition Agreement’s Sublease Revenue obligation. With the Tolling Agreement in place this item should not hold up the third and last extension of the Development Agreement.

Accordingly, the City and Developer acknowledge that the term of the Development Agreement shall continue to run from the Second Extension Term expiration of September 11, 2026 through the Third Extension of September 11, 2031, as defined under the Development Agreement.

None of the rights or obligations of City or Developer under the Development Agreement are modified by this Acknowledgment.

(SIGNATURES ARE ON THE FOLLOWING PAGE)

IN WITNESS WHEREOF, the parties have entered into this Acknowledgement of Development Agreement Third Amendment on the day and year first hereinabove appearing.

DEVELOPER: THE NIMITZ GROUP,
LLC a California limited liability company

By:

Name: ________________________

Title: ________________________

DATE: _______________________

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By: ______________________
Henry E. Black, Interim City Manager

DATE: ______________________

ATTEST:

By: ______________________
Dawn G. Abrahamson, City Clerk

APPROVED AS TO CONTENT:

By: ______________________
Gillian Hayes, Assistant City
Manager

APPROVED AS TO FORM:

Veronica A.F. Nebb, City Attorney

Note: Please acknowledge signature(s) before a Public Notary on 8 ½ x 11 inch sheet.

M E M O R A N D U M

P L A N N I N G D I V I S I O N

DATE: June 15, 2026
TO: City of Vallejo Planning Commission
FROM: Cesar Orozco, Planning Manager – Current Development SUBJECT: Mare Island Development Agreement Annual Review for 2025 (PLN26-0042)

BACKGROUND

Mare Island Development Agreements

Redevelopment of Mare Island is currently governed by two principal agreements: the Lennar Mare Island Development Agreement (Lennar DA), which applies to South Mare Island, and the North Mare Island Disposition and Development Agreement (NMI DDA), which applies to portions of North Mare Island. Together, these agreements address land disposition, development rights, infrastructure responsibilities, reimbursement obligations, future approvals, and project implementation across Mare Island.

South Mare Island

The City entered into the Lennar DA in 2001 with Lennar Mare Island, LLC (Lennar) to facilitate phased redevelopment of Lennar’s holdings under the then-applicable Mare Island Specific Plan (MISP). The agreement established the development framework for the property, including permitted uses, infrastructure obligations, future approvals, and annual reviews. In 2004, the City approved a First Amendment to the Lennar DA to address issues associated with a then-pending Specific Plan amendment, including revisions to water demand standards, off-island water storage improvements, prevailing wage requirements, and development timing. In 2019, the City approved transfer of Lennar’s South Mare Island holdings, obligations, and development rights to The Nimitz Group (Nimitz). The Mare Island Company (MIC) represents Nimitz with respect to redevelopment activity on Mare Island and serves as the development lead for those efforts.

North Mare Island

The City entered into the NMI DDA with Nimitz in 2022. The agreement provides the framework for conveyance and redevelopment of North Mare Island and portions of South Mare Island and links redevelopment to a broader set of planning and implementation actions, including preparation of the updated MISP, related infrastructure planning, and future discretionary approvals. The NMI DDA also contemplates early implementation items required by the City, including the Beautification Plan and Connolly Corridor project.

The existing Mare Island development agreements form the main legal and transactional framework through which redevelopment is currently being advanced on Mare Island. Staff is also working toward a new island- wide development agreement intended to replace the existing agreements and better align future redevelopment with the proposed MISP Update. This effort is particularly important because the Lennar DA governing South Mare Island is currently set to expire on September 11, 2026, and only one five-year extension option remains.

Pursuant to Vallejo Municipal Code (VMC) Chapter 17.20 and Article V (Annual Review) of the DA, the Mare Island Company is required to prepare and submit an Annual Review of its development activity under the DA to the Development Services Director. Such review is to be initiated during the month of March each year, commencing in March 2002. The Development Services Director is required to determine if the DA is being performed in accordance with its terms and conditions, and to notify the Mare Island Company and the Planning Commission in writing of such determination. If the Director is satisfied with the Annual Review and determines that the Mare Island Company is in substantial compliance, the review for that period is concluded. However, if the Director is not satisfied that the Mare Island Company is performing in accordance with the terms and conditions of the DA, the matter would be referred to the Planning Commission for action pursuant to VMC Section 17.20.030(B).

ANNUAL REVIEW

Based on staff’s assessment of the Annual Review letters for 2025, both the Planning Manager and the Development Services Director are satisfied that the DA is being performed in accordance with its terms and conditions, with one exception related to Mare Island Company’s continuing obligation to pay to the City a portion of its rent revenues, as required by the Acquisition Agreement (AA), which has yet to be resolved to the City’s satisfaction.

Under the terms of the DA Section 2.2, Compliance with the AA, the developer is to faithfully comply with the terms of the AA. Per Section 7.3.4 of the AA, “Sublease Revenue Allocation after the Preliminary Feasibility Period,” the developer is required to pay to the City five percent (5%) of the Gross Lease Revenues from subleases of the Sub-LIFOC (Lease in Furtherance of Conveyance) Parcels and the Reuse Area Subleases.

Annualized payments to the City under this section typically would exceed $400,000. In December 2017, LMI ceased making payments to the City. The City raised this issue, but with the transition from LMI to Mare Island Company (MIC), the issue has resulted in a tolling agreement between MIC and the City.

This memo serves as notification to the Planning Commission of the determination of “substantial” compliance pursuant to VMC Section 17.20.030(A). Therefore, the Annual Review for the year 2025, is considered to be concluded.

2025 Annual Review

The 2025 Annual Review Letter, included as Attachment 1, includes the following highlights for 2025:

• In August 2025, Lennar Homes submitted a development application for development of 96 new units located on parcel 8c adjacent to the existing Lennar homes (project known as “Coral Sea Village”).

• As part of that development, in December 2025, MIC submitted landscape plans for design of the .99- acre park located adjacent to the new homes that will be an integral part of that development.

• In October 2025, Mare Island Dry Dock submitted a development application for the recommissioning of dry dock one. MIC assisted in facilitating the entitlement process.

ATTACHMENTS

1. Annual Review Letter Dated March 30, 2026

2. 2001 Development Agreement between Lennar Mare Island, LLC and City of Vallejo

3. 2004 - Amendment 1 to LMI Development Agreement

4. MIC Acknowledgement of Development Agreement First Extensions

5. MIC Acknowledgement of Development Agreement Second Extensions

6. Acquisition Agreement

MARE ISLAND
2025
ANNUAL
REVIEW
June
1 5
,
2026

Island Partnerships
State Lands Commission (SLC)
The Mare Island Company
Navy
City Trustee for State Land Commission (SLC)
City of Vallejo
Lennar Mare Island (LMI)
Private Residential
University
US Government Retained
Private Commercial
Vallejo Unified School District (VUSD)
36%
26%
21%
6%
4%
2%
2%
1%
1%
1%

0.2%
The Mare Island Company

Mare Island
Maintenance

Before
After
Before
After

Before
After
Before
After

Before
After
Before
After

Before
After

Mare Island Landscaping

Azuar
Drive
-
backyard before

Azuar
Drive
-
backyard after

Azuar
Drive
-
front yard before

Azuar
Drive
-
front yard after

Azuar
Drive
-
backyard before

Azuar
Drive
-
backyard after

Before and after

Dead Tree Removal

Greenhouse Installation Project

Island weed abatement goats

New
Mare Island
Residential

H4: before renovation

H4: after renovation

New
Businesses

NEW BUSINESSES 2025
iTherapy
LLC
California
Engineering
Contractors Inc.

Alta Group
Maker Faire
J Tac, LLC.

MARC Engineering
& Construction
Warm Corp West
Easy Affordable
Trucking Academy
PVEL, LLC.

CHR
Racing, LLC.

CHR
Racing, LLC
.
24

Maker Faire

26 JOB COUNT 2025
DECEMBER 2025 JOBS
TOTAL: 1,951

Island Events & Amenities

215
EVENTS
89,000
GUESTS

Mare Island Co.

Signature Events

Dock of Bay
Meat Carnival
Mare Island Halloween Block
Party
Girls Who Code
Open Mare Island Guided
Tours
Mare Island Light Night Tree
Celebration

The Quarters Coffee House
2025 Awards
Best of Vallejo & Benicia
Best Coffee shop
Best of Vallejo & Benicia
Vallejo Hidden Gem
Best of
BusinessRate
Ranked #1 coffee shop in Vallejo

Mare Island Community
Courts
Located on Walnut Avenue across from
St. Peter’s Chapel, the courts can be
used for pickleball, tennis and half
-
court basketball. They are free,
available for public use, and open daily
from 8am
-
8pm. The QR code below can
be used to pre
-
reserve courts for use.

Mare Island Community Courts

Mare Island Morton Field

San Francisco Maritime NHP Historic Ships

Public
Art Installations

Development

Updates

Connolly Corridor
–
Phase I

Beautification
-
Phase I

10,400
-
13,600
DUs*
14,900
–
17,500**
~1.25
Total Units on Island
Total Permanent Jobs on Island
Target Jobs to Housing Ratio
2050 Complete Community: Revised Draft Land Use Plan
*the total DU’s include the existing + Proposed Plan
**the total Jobs include the existing to remain + Adaptive Reuse + Proposed Plan

ALL IN

MARE ISLAND

CONSENT CALENDAR 9.C.

DATE: July 28, 2026
TO: Mayor and Members of the City Council
FROM: Gillian Haen, Assistant City Manager
Erin Hanford, Economic Development Program Manager
SUBJECT: ADOPT A RESOLUTION APPROVING THE SECOND AMENDMENT TO THE

OPERATIONS AGREEMENT REGARDING DISTRIBUTION OF GAS ON MARE ISLAND,

AND THE SECOND AMENDMENT TO THE OPERATIONS AGREEMENT REGARDING

DISTRIBUTION OF ELECTRICITY ON MARE ISLAND, WITH PITTSBURGH POWER

COMPANY, DBA ISLAND ENERGY, EXTENDING THE TERM OF EACH AGREEMENT

ONE YEAR WITH A SIX-MONTH OPTION TO EXTEND, AND AUTHORIZE THE CITY

MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving the Second Amendment to the Operations Agreement regarding distribution of gas on Mare Island, and the Second Amendment to the Operations Agreement regarding distribution of electricity on Mare Island, with Pittsburgh Power Company, DBA Island Energy, extending the term of each agreement one year with a six-month option to extend, and authorize the City Manager to execute same.

REASONS FOR RECOMMENDATION
An additional one year extension of the Operation Agreements with Pittsburg Power Company, dba Island Energy ("Island Energy") for the distribution of gas and electricity on Mare Island will provide time for the City to review the Mare Island capacity study Island Energy recently submitted to the City, engage outside legal to draft a new long term agreement and negotiate this agreement with Island Energy while ensuring that Island Energy will continue to provide gas and electric service to the residents and tenants of Mare Island and also continue to provide a two percent (2%) franchise fee to the City.

BACKGROUND AND DISCUSSION
The City’s current Operation Agreements regarding the distribution of gas and electricity on Mare Island with Pittsburg Power Company, dba Island Energy ("Island Energy") expire August 31, 2026. A one-year extension of these agreements will provide for the following:

1. City will engage an outside firm to peer-review the draft Mare Island capacity study Island Energy submitted to the City on February 27, 2026.

2. City will engage an outside legal firm to draft a long-term gas and electricity operation agreement.

3. Both parties will negotiate the terms and conditions in a new long-term agreement to address the anticipated increase in power needs.

4. Island Energy will continue to pay the City two percent (2%) of their gross receipts for both gas and electricity, which averages approximately $182,000 per year and is credited as revenue to the Mare Island 2002-1 Community Facilities District (CFD).

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

OPERATIONS AGREEMENT REGARDING DISTRIBUTION OF GAS ON MARE

ISLAND, AND THE SECOND AMENDMENT TO THE OPERATIONS AGREEMENT

REGARDING DISTRIBUTION OF ELECTRICITY ON MARE ISLAND, WITH

PITTSBURGH POWER COMPANY, DBA ISLAND ENERGY, EXTENDING THE

TERM OF EACH AGREEMENT ONE YEAR WITH A SIX-MONTH OPTION TO

EXTEND, AND AUTHORIZE THE CITY MANAGER TO EXECUTE SAME

History of Mare Island Utility Agreements
Following the determination that the City would not assume the responsibility for gas and electric utility distribution on Mare Island, in September 1996 the Navy awarded the contract for the sale of the Mare Island gas and electric system to the City of Pittsburg, conditioned on the City’s formation of a municipal utility.

In April 1997, the City of Pittsburg and its Redevelopment Agency formed Pittsburg Power Company (PPC) as a joint powers authority, operating on Mare Island under the name Island Energy. Island Energy commenced operations as a municipal gas and electric utility provider on Mare Island under a license agreement with the Navy on April 1, 1997.

In August 2001, the Navy executed a Grant of Non-Exclusive Easements for Gas and Electric Distribution Systems and Associated Buildings on Mare Island with Island Energy. Under the Grant of Easement, Island Energy acquired both the then-existing hard assets, including all utility distribution systems and related buildings and the easements upon, under and over which the systems and buildings were located, from the U.S. Government.

Since Island Energy is a municipally owned utility (as distinguished from a privately owned “public utility” such as Pacific Gas & Electric), Island Energy is not regulated by the California Public Utilities Commission.

Therefore, Island Energy requested, and the City agreed, to negotiate and execute the Operations Agreement for gas and electric services provided to Mare Island as “in-lieu” "franchise agreements." The Operation Agreements were intended to ensure the orderly delivery of gas and electricity to Mare Island for current users and future planned development and improvements on the Island, including the following:

1. An agreement that as Mare Island develops, Island Energy will exchange their existing easements and gas and electric distribution facilities and buildings conveyed under the Grant of Easement for relocated easements, facilities and buildings at the times and under the conditions specified in the Operations Agreements; and

2. Island Energy will pay the City a 2% “franchise” fee, similar to that paid by PG&E to the City for PG&E's franchise rights in other areas of the City.

Thus, in March 2001, the City and Island Energy executed: (a) the Operations Agreements Regarding Distribution of Electricity on Mare Island (“Electricity Agreement”), and (b) the Operations Agreements Regarding Distribution of Gas on Mare Island (“Gas Agreement”). These twenty-year agreements were to expire March 1, 2025.

On February 25, 2025, the City and Island Energy executed the First Amendments to the Electricity and Gas Agreements, extending the term for one year through February 28, 2026, with a six-month option to extend.

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

OPERATIONS AGREEMENT REGARDING DISTRIBUTION OF GAS ON MARE

ISLAND, AND THE SECOND AMENDMENT TO THE OPERATIONS AGREEMENT

REGARDING DISTRIBUTION OF ELECTRICITY ON MARE ISLAND, WITH

PITTSBURGH POWER COMPANY, DBA ISLAND ENERGY, EXTENDING THE

TERM OF EACH AGREEMENT ONE YEAR WITH A SIX-MONTH OPTION TO

EXTEND, AND AUTHORIZE THE CITY MANAGER TO EXECUTE SAME

On February 5, 2026, the City and Island Energy executed a letter agreement extending the term of the Agreements an additional six months as provided in the First Amendment through August 31, 2026.

Approval of this item will ensure the City continues to receive two percent (2%) of Island Energy’s gross annual receipts from their Mare Island operations and provide additional time for the parties to develop a more comprehensive long-term agreement for gas and electricity operations on the Island.

FISCAL IMPACT
Approval of this item will ensure Island Energy continues to pay the City two percent (2%) of its gross annual receipts that are credited as revenue to the Mare Island 2002-1 Community Facilities District (CFD). Based on two-year actuals and two-year adopted budgets, Island Energy’s franchise fees average approximately $182,000 per year.

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 Island Energy 2nd Amendment

2. Island Energy Electricity Operations Agmt 2nd Amend DRAFT CLEAN 2

3. Island Energy Gas Operations Agrmt 2nd Amend DRAFT CLEAN 2

4. Island Energy 2005 Agreements with 1st Amend and extension

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

RESOLUTION NO. 26- ______

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING THE SECOND AMENDMENT TO THE OPERATIONS AGREEMENT

REGARDING DISTRIBUTION OF GAS ON MARE ISLAND, AND THE SECOND

AMENDMENT TO THE OPERATIONS AGREEMENT REGARDING DISTRIBUTION

OF ELECTRICITY ON MARE ISLAND, WITH PITTSBURGH POWER COMPANY,

DBA ISLAND ENERGY, EXTENDING THE TERM OF EACH AGREEMENT ONE

YEAR WITH ONE SIX-MONTH OPTION TO EXTEND, AND AUTHORIZE THE CITY

MANAGER TO EXECUTE SAME

WHEREAS , in September 1996 following the determination by the City that it would not assume the responsibility for distribution of the gas and electric utilities on Mare Island, the United States Navy awarded the contract for the sale of the Mare Island gas and electrical system to the City of Pittsburg; and

WHEREAS , in April 1997, Pittsburg Power Company (PPC), a joint powers authority is formed, and under the name Island Energy commenced operations as a municipal gas and electric utility provider on Mare Island under a license agreement with the Navy on April 1, 1997; and
WHEREAS , on August 22, 2001, Island Energy accepted from the federal governme nt, acting through the Departme nt of the Navy, a Grant of Non-Exclus ive Easements For Gas And Electric Distribut ion Systems And Associated Buildings At Mare Island ("Easements") ; and
WHEREAS , under the Easements , Island Energy acquired both the then-existing hard assets , including all utility distribut ion systems and related buildings and the non-exclusive easements upon, under and over which the systems and buildings were located ; and
WHEREAS , effective March 1, 2005, the City and Island Energy executed: (a) the Operations Agreements Regarding Distribution of Electricity on Mare Island (“Electricity Agreement”), and (b) the Operations Agreements Regarding Distribution of Gas on Mare Island (“Gas Agreement”); and both agreements expired March 1, 2025; and

WHEREAS , on October 10, 2024, Mare Island Company, the master developer of Mare Island, submitted a new draft Specific Plan to the City; and

WHEREAS , the City and Island Energy needed time to evaluate the power needs of the new Mare Island Specific Plan and negotiate new long-term agreements for the Electricity Agreement and the Gas Agreement while ensuring Island Energy will continue to provide gas and electric service to the residents and tenants of Mare Island and also continue to provide a two percent (2%) franchise fee to the City; and

WHEREAS, on February 25 2025, the City and Island Energy entered into a First Amendment to the Agreements extending the term one year with a six-month option to extend; and

WHEREAS, on February 5, 2026, the City and Island Energy executed a letter agreement extending the term of the Agreements an additional six months as provided in the First Amendment through August 31, 2026; and

WHEREAS, on February 27, 2026 Island Energy provided a draft system impact study for future Island loads to the City and the City needs time to review this study; and

WHEREAS, the City and Island Energy need additional time to negotiate the terms and conditions of a long-term agreement.

NOW, THEREFORE , BE IT RESOLVED that the City Manager is hereby authorized to execute the Second Amendment to the Operations Agreement Regarding Distribution of Electricity and the Second Amendment to the Operations Agreement Regarding Distribution of Gas on Mare Island between the City of Vallejo and Island Energy, extending the term one year with one six-month extension option, with any modifications recommended by the City Attorney and City Clerk to attest the signing of these Agreements.

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:

______________________________

ANDREA SORCE, MAYOR

Second Amendment to Island Energy Electricity Operations

SECOND AMENDMENT TO THE

OPERATIONS AGREEMENT BETWEEN THE CITY OF VALLEJO AND ISLAND

ENERGY REGARDING DISTRIBUTION OF ELECTRICITY ON MARE ISLAND

This Second Amendment to the Operations Agreement regarding distribution of electricity on Mare Island (hereafter referred to as “ Second Amendment”) between Pittsburg Power Company, a Joint Powers Authority providing retail gas and electric service on Mare Island, Vallejo, under the name Island Energy (hereafter referred to as “Grantee” or “Island Energy”), and the City of Vallejo, a municipal corporation and charter city (hereafter referred to as “Grantor” or “City”), is made and entered into on this 1st day of September 2026.

RECITALS

WHEREAS, Ordinance 1536 N.C.(2d) adopting procedures for the award of franchises for gas and electric service on Mare Island was adopted by City Council on November 30, 2004, and went into effect 30 days later on December 30, 2004; and

WHEREAS, consistent with those procedures, on February 1, 2005, City Council adopted Resolution No. 05-39 N.C., (a) awarding a franchise to Island Energy to provide gas and electric service on Mare Island, and (b) authorizing the City Manager to execute the Operations Agreement between the City of Vallejo and Island Energy Regarding the Distribution of Electricity on Mare Island (hereafter referred to as “Agreement”); and

WHEREAS, Section 3 (Term) of the Agreement states the term will commence on the Effective Date and expire twenty (20) years from that date; and

WHEREAS, Section 19 (Effective Date) of the Agreement states that the Effective Date shall be the first day of the first full month following the date Island Energy executes this Agreement (no later than sixty (60) days after the effective date of Ordinance 1536) and files proof of insurance with the City Clerk; and

WHEREAS, since sixty (60) days after Ordinance 1536 went into effect is February 28, 2005, and the first day of the first full month following this date is March 1, 2005, the parties determined that the Agreement Effective Date was on or after March 1, 2005, and the expiration of the original Agreement is on or after March 1, 2025; and

WHEREAS, both Island Energy and City needed time to negotiate the terms and conditions of a nother long-term agreement , including but not limited to assessing the utility requirements per the new proposed Mare Island Specific Plan; and

WHEREAS,
on February 25, 2025, the City and Island Energy executed the First Amendment to the Agreement, extending the term for one year through February 28, 2026, with a six-month option to extend; and

WHEREAS, on February 5, 2026, the City and Island Energy executed a letter agreement extending the term of the Agreement an additional six months as provided in the First Amendment through August 31, 2026.

Second Amendment to Island Energy Electricity Operations

WHEREAS, on February 27, 2026, Island Energy provided a draft system impact study for future Island loads to the City and City needs time to review this study; and

WHEREAS, the City and Island Energy need additional time to negotiate the terms and conditions of a long-term agreement.

NOW, THEREFORE, Island Energy and City do mutually agree to the following:

1. Amendment to Section 3 “Term.” Section 3 of the Agreement, “Term,” is hereby amended to delete the first paragraph and replace it with the following:

Section 3. Term . The term of this Agreement shall commence on March 1, 2005, and shall continue in full force and effect until August 31, 2027. Provided, however, the Parties, through their respective City Manager and Executive Director, may mutually agree to extend the term of this Agreement six (6) additional months, which shall be discussed a minimum of ninety (90) days prior to expiration. T he total duration of the term of this Agreement, including the exercise of any options under this section, shall not extend beyond February 29, 2028. After the expiration of the term as described in this section, the Agreement will be of no force or effect unless it is renewed by the parties in accordance with Ordinance 1536 (or any successor ordinance setting terms for awarding a franchise for gas and electric services on Mare Island).

2. Integration. This Second Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this Second Amendment. This
Second Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and Island Energy 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
Second Amendment and the Agreement, the provisions of this Second Amendment shall control in all respects.

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

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

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

(SIGNATURES ARE ON THE FOLLOWING PAGE)

Second Amendment to Island Energy Electricity Operations

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

PITTSBURG POWER COMPANY,
A Joint Powers Authority, providing retail
gas and electric service on Mare Island,
Vallejo, under the name ISLAND ENERGY

CITY OF VALLEJO,
a municipal corporation

By:

Darin Gale, City Manager

Date: _____________________________

By:

Harry E. Black, Interim City Manager

Date: _____________________________

ATTEST:

By:

Darin Gale, Secretary

ATTEST:

By:

Dawn G. Abrahamson, City Clerk

APPROVED AS TO FORM:

APPROVED AS TO FORM:

By:

Donna Mooney, General Council
By:

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

By:

Armond Sarkis, Risk Manager

Second Amendment to Island Energy Gas Operations

SECOND AMENDMENT TO THE

OPERATIONS AGREEMENT BETWEEN THE CITY OF VALLEJO AND ISLAND

ENERGY REGARDING DISTRIBUTION OF GAS ON MARE ISLAND

This Second Amendment to the Operations Agreement regarding distribution of gas on Mare Island (hereafter referred to as “Second Amendment”) between Pittsburg Power Company a Joint Powers Authority providing retail gas and electric service on Mare Island, Vallejo, under the name Island Energy (hereafter referred to as “Grantee” or “Island Energy”), and the City of Vallejo, a municipal corporation and charter city (hereafter referred to as “Grantor” or “City”), is made and entered into on this 1st day of September 2026.

RECITALS

WHEREAS, Ordinance 1536 N.C.(2d) adopting procedures for the award of franchises for gas and electric service on Mare Island was adopted by City Council on November 30, 2004, and went into effect 30 days later on December 30, 2004; and WHEREAS, consistent with those procedures, on February 1, 2005, City Council adopted Resolution No. 05-39 N.C., (a) awarding a franchise to Island Energy to provide gas and electric service on Mare Island, and (b) authorizing the City Manager to execute the Operations Agreement between the City of Vallejo and Island Energy Regarding the Distribution of Gas on Mare Island (hereafter referred to as “Agreement”); and

WHEREAS, Section 3 (Term) of the Agreement states the term will commence on the Effective Date and expire twenty (20) years from that date; and

WHEREAS, Section 19 (Effective Date) of the Agreement states that the Effective Date shall be the first day of the first full month following the date Island Energy executes this Agreement (no later than sixty (60) days after the effective date of Ordinance 1536) and files proof of insurance with the City Clerk; and

WHEREAS, since sixty (60) days after Ordinance 1536 went into effect is February 28, 2005, and the first day of the first full month following this date is March 1, 2005, the parties determined that the Agreement Effective Date was on or after March 1, 2005, and the expiration of the original Agreement is on or after March 1, 2025; and

WHEREAS, both Island Energy and City needed time to negotiate the terms and conditions of a nother long-term agreement , including but not limited to assessing the utility requirements per the new proposed Mare Island Specific Plan; and

WHEREAS,
on February 25, 2025, the City and Island Energy executed the First Amendment to the Agreement, extending the term for one year through February 28, 2026, with a six-month option to extend; and

WHEREAS, on February 5, 2026, the City and Island Energy executed a letter agreement extending the term of the Agreement an additional six months as provided in the First Amendment through August 31, 2026.

Second Amendment to Island Energy Gas Operations

WHEREAS, on February 27, 2026, Island Energy provided a draft system impact study for future Island loads to the City and City needs time to review this study; and

WHEREAS, the City and Island Energy need additional time to negotiate the terms and conditions of a long-term agreement.

NOW, THEREFORE, Island Energy and City do mutually agree to the following:

1. Amendment to Section 3 “Term.” Section 3 of the Agreement, “Term,” is hereby amended to delete the first paragraph and replace it with the following:

Section 3. Term.

The term of this Agreement shall commence on March 1,
2005, and shall continue in full force and effect until August 31, 2027. Provided, however, the Parties, through their respective City Manager and Executive Director, may mutually agree to extend the term of this Agreement six (6) additional months, which shall be discussed a minimum of ninety (90) days prior to expiration. The total duration of the term of this Agreement, including the exercise of any options under this section, shall not extend beyond February 29, 2028. After the expiration of the term as described in this section, the Agreement will be of no force or effect unless it is renewed by the parties in accordance with Ordinance 1536 (or any successor ordinance setting terms for awarding a franchise for gas and electric services on Mare Island).

2. Integration. This
Second Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this Second Amendment. This
Second Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and Island Energy 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
Second Amendment and the Agreement, the provisions of this Second Amendment shall control in all respects.

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

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

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

(SIGNATURES ARE ON THE FOLLOWING PAGE)

Second Amendment to Island Energy Gas Operations

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

PITTSBURG POWER COMPANY,
A Joint Powers Authority, providing retail gas
and electric service on Mare Island, Vallejo,
under the name ISLAND ENERGY

CITY OF VALLEJO,
a municipal corporation

By:

Darin Gale, City Manager

Date: _____________________________

By:

Harry E. Black, Interim City Manager

Date: _____________________________

ATTEST:

By:

Darin Gale, Secretary

ATTEST:

By:

Dawn G. Abrahamson, City Clerk

APPROVED AS TO FORM:

APPROVED AS TO FORM:

By:

Donna Mooney, General Council
By:

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

By:

Armond Sarkis, Risk Manager

Office of the City Manager ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4576

February 5, 2026

VIA ELECTRONIC SUBMITTAL

Mr. Darin Gale
Executive Director of Pittsburg Power Company
Pittsburg Power Company
65 Civic Avenue
Pittsburg, CA 94565
Email: [email protected]

RE: Notice of Six-Month Extension of Island Energy Operations Agreements regarding distribution of gas and electricity on Mare Island

Dear Mr. Gale,

Pursuant to Section 1 (Term) of the First Amendments of both agreements dated November 13, 202 5, please consider this letter notice that the City of Vallejo agrees to extend the term of the following two Island Energy agreements an additional six (6) months through August 31, 2026:

1. Island Energy Operations Agreement regarding distribution of gas on Mare Island originally executed in 2005 and amended on February 25, 2025

2. Island Energy Operations Agreement regarding distribution of electricity on Mare Island originally executed in 2005 and amended on February 25, 2025

Section 1 of the First Amendment updated Section 3 (Term) as follows:

We request that you sign this letter in the space identified below evidencing the agreement of Island Energy to said six-month extension identified above.

Thank you and please let us know if you have any questions.

Docusign Envelope ID: B1B89D17-1561-4903-B290-B59A974535CF

Island Energy Operation Agreements First Amendment Extension

Sincerely,

Andew Murray
City Manager

Agreed:

Island Energy

_______________________
By: Darin Gale
Its: Executive Director of Pittsburg Power Company

Cc: Veronica Nebb, City of Vallejo
Erin Hanford, City of Vallejo
Jordan Davis, City of Pittsburg
Donna Mooney, City of Pittsburg

Docusign Envelope ID: B1B89D17-1561-4903-B290-B59A974535CF

First Amendment to Island Energy Electricity Operations Agreement Page 1 of 3

FIRST AMENDMENT TO THE

OPERATIONS AGREEMENT BETWEEN THE CITY OF VALLEJO AND ISLAND

ENERGY REGARDING DISTRIBUTION OF ELECTRICITY ON MARE ISLAND

This First Amendment to the Operations Agreement regarding distribution of electricity on Mare Island (hereafter referred to as “First Amendment”) between Pittsburg Power Company, a Joint Powers Authority providing retail gas and electric service on Mare Island, Vallejo, under the name Island Energy (hereafter referred to as “Grantee” or “Island Energy”), and the City of Vallejo, a municipal corporation and charter city (hereafter referred to as “Grantor” or “City”), is made and entered into on this 25th day of February 2025.

RECITALS

WHEREAS, Ordinance 1536 N.C.(2d) adopting procedures for the award of franchises for gas and electric service on Mare Island was adopted by City Council on November 30, 2004, and went into effect 30 days later on December 30, 2004; and

WHEREAS, consistent with those procedures, on February 1, 2005, City Council adopted Resolution No. 05-39 N.C., (a) awarding a franchise to Island Energy to provide gas and electric service on Mare Island, and (b) authorizing the City Manager to execute the Operations Agreement between the City of Vallejo and Island Energy Regarding the Distribution of Electricity on Mare Island (hereafter referred to as “Agreement”); and

WHEREAS, Section 3 (Term) of the Agreement states the term will commence on the Effective Date and expire twenty (20) years from that date; and

WHEREAS, Section 19 (Effective Date) of the Agreement states that the Effective Date shall be the first day of the first full month following the date Island Energy executes this Agreement (no later than sixty (60) days after the effective date of Ordinance 1536) and files proof of insurance with the City Clerk; and

WHEREAS, since sixty (60) days after Ordinance 1536 went into effect is February 28, 2005, and the first day of the first full month following this date is March 1, 2005, the parties determined that the Agreement Effective Date was on or after March 1, 2005, and the expiration of the original Agreement is on or after March 1, 2025; and

WHEREAS, both Island Energy and City need time to negotiate the terms and conditions of a nother long-term agreement , including but not limited to assessing the utility requirements per the new proposed Mare Island Specific Plan.

NOW, THEREFORE, Island Energy and City do mutually agree to the following:

1. Amendment to Section 3 “Term.” Section 3 of the Agreement, “Term,” is hereby amended to delete the first paragraph and replace it with the following:

Docusign Envelope ID: 57D5B82F-DF67-4ABA-93A4-3B6E37BC3B88

First Amendment to Island Energy Electricity Operations Agreement Page 2 of 3

Section 3. Term. The term of this Agreement shall commence on March 1, 2005, and shall continue in full force and effect until February 28, 2026.

Provided, however, the Parties, through their respective City Manager and Executive Director, may mutually agree to extend the term of this Agreement six (6) additional months, which shall be discussed a minimum of ninety (90) days prior to expiration. The total duration of the term of this Agreement, including the exercise of any options under this section, shall not extend beyond August 31, 2026. After the expiration of the term as described in this section, the Agreement will be of no force or effect unless it is renewed by the parties in accordance with Ordinance 1536 (or any successor ordinance setting terms for awarding a franchise for gas and electric services on Mare Island).

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 Island Energy 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 Island Energy hereby represents and warrants that he or she is fully authorized to sign this First Amendment on behalf of Island Energy.

(SIGNATURES ARE ON THE FOLLOWING PAGE)
Docusign Envelope ID: 57D5B82F-DF67-4ABA-93A4-3B6E37BC3B88

First Amendment to Island Energy Electricity Operations Agreement Page 3 of 3

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

PITTSBURG POWER COMPANY,
A Joint Powers Authority, providing retail
gas and electric service on Mare Island,
Vallejo, under the name ISLAND ENERGY

CITY OF VALLEJO,
a municipal corporation

By:

Garrett Evans, City Manager

Date: _____________________________

By:

Andrew Murray, City Manager

Date: _____________________________

ATTEST:

By:

Garrett Evans, Secretary

ATTEST:

By:

Dawn G. Abrahamson, City Clerk

APPROVED AS TO FORM:

APPROVED AS TO FORM:

By:

Donna Mooney, General Council
By:

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

By:

Armond Sarkis, Risk Manager

Docusign Envelope ID: 57D5B82F-DF67-4ABA-93A4-3B6E37BC3B88 5/5/2025
5/20/2025

First Amendment to Island Energy Gas Operations Agreement Page 1 of 3

FIRST AMENDMENT TO THE

OPERATIONS AGREEMENT BETWEEN THE CITY OF VALLEJO AND ISLAND

ENERGY REGARDING DISTRIBUTION OF GAS ON MARE ISLAND

This First Amendment to the Operations Agreement regarding distribution of gas on Mare Island (hereafter referred to as “First Amendment”) between Pittsburg Power Company a Joint Powers Authority providing retail gas and electric service on Mare Island, Vallejo, under the name Island Energy (hereafter referred to as “Grantee” or “Island Energy”), and the City of Vallejo, a municipal corporation and charter city (hereafter referred to as “Grantor” or “City”), is made and entered into on this 25th day of February 2025.

RECITALS

WHEREAS, Ordinance 1536 N.C.(2d) adopting procedures for the award of franchises for gas and electric service on Mare Island was adopted by City Council on November 30, 2004, and went into effect 30 days later on December 30, 2004; and WHEREAS, consistent with those procedures, on February 1, 2005, City Council adopted Resolution No. 05-39 N.C., (a) awarding a franchise to Island Energy to provide gas and electric service on Mare Island, and (b) authorizing the City Manager to execute the Operations Agreement between the City of Vallejo and Island Energy Regarding the Distribution of Gas on Mare Island (hereafter referred to as “Agreement”); and

WHEREAS, Section 3 (Term) of the Agreement states the term will commence on the Effective Date and expire twenty (20) years from that date; and

WHEREAS, Section 19 (Effective Date) of the Agreement states that the Effective Date shall be the first day of the first full month following the date Island Energy executes this Agreement (no later than sixty (60) days after the effective date of Ordinance 1536) and files proof of insurance with the City Clerk; and

WHEREAS, since sixty (60) days after Ordinance 1536 went into effect is February 28, 2005, and the first day of the first full month following this date is March 1, 2005, the parties determined that the Agreement Effective Date was on or after March 1, 2005, and the expiration of the original Agreement is on or after March 1, 2025; and

WHEREAS, both Island Energy and City need time to negotiate the terms and conditions of a nother long-term agreement , including but not limited to assessing the utility requirements per the new proposed Mare Island Specific Plan.

NOW, THEREFORE, Island Energy and City do mutually agree to the following:

1. Amendment to Section 3 “Term.” Section 3 of the Agreement, “Term,” is hereby amended to delete the first paragraph and replace it with the following:

Docusign Envelope ID: 57D5B82F-DF67-4ABA-93A4-3B6E37BC3B88

First Amendment to Island Energy Gas Operations Agreement Page 2 of 3 Section 3. Term. The term of this Agreement shall commence on March 1, 2005, and shall continue in full force and effect until February 28, 2026.

Provided, however, the Parties, through their respective City Manager and Executive Director, may mutually agree to extend the term of this Agreement six (6) additional months, which shall be discussed a minimum of ninety (90) days prior to expiration. The total duration of the term of this Agreement, including the exercise of any options under this section, shall not extend beyond August 31, 2026. After the expiration of the term as described in this section, the Agreement will be of no force or effect unless it is renewed by the parties in accordance with Ordinance 1536 (or any successor ordinance setting terms for awarding a franchise for gas and electric services on Mare Island).

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 Island Energy 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 Island Energy hereby represents and warrants that he or she is fully authorized to sign this First Amendment on behalf of Island Energy.

(SIGNATURES ARE ON THE FOLLOWING PAGE)
Docusign Envelope ID: 57D5B82F-DF67-4ABA-93A4-3B6E37BC3B88

First Amendment to Island Energy Gas Operations Agreement Page 3 of 3 IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

PITTSBURG POWER COMPANY,
A Joint Powers Authority, providing retail gas
and electric service on Mare Island, Vallejo,
under the name ISLAND ENERGY

CITY OF VALLEJO,
a municipal corporation

By:

Garrett Evans, City Manager

Date: _____________________________

By:

Andrew Murray, City Manager

Date: _____________________________

ATTEST:

By:

Garrett Evans, Secretary

ATTEST:

By:

Dawn G. Abrahamson, City Clerk

APPROVED AS TO FORM:

APPROVED AS TO FORM:

By:

Donna Mooney, General Council
By:

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

By:

Armond Sarkis, Risk Manager

Docusign Envelope ID: 57D5B82F-DF67-4ABA-93A4-3B6E37BC3B88 5/5/2025
5/20/2025

,~ ,I
c
0 I J.t O~r05-00

OPERA TIONS AGREEMENT BETWEEN CITY OF VALLEJO AND ISLAND

ENERGY REGARDING DISTRIBUTION OF ELECTRICITY ON MARE ISLAND This Operations Agreement is made and entered into by and between the City of Vallejo, a municipal corporation and charter city (hereafter, "GRANTOR" or •'CITY") and Pittsburg Power Company, a JQint Powers Authority, doing business as Island Energy, (hereafter, uGRANTEE" or "ISLAND ENERGY'.!).

RECITALS
A. Within the boundaries of the City lies Mare Island. Historically the Island contained Mare Island Naval Shipyard (the "Shipyard"), the first naval base on the West Coast, which Congress established in 1853. Mare lslal}d consists of almost 1,650 dry upland acres and now contains about 960 buildHigs, including many dating from the 1800s. Mare Island is a California Historic Landmark and a National Historic Landmark.

At its height, over 40,000 people worked at the Shipyard and it was an important element in the defense of this country through two World Wars and other military actions.
.

B. In 1993, 140 years after this country established the Shipyard, the Defense Base Closure and Realignment Commission recommended the Shipyard be closed. That has occurred. When the Shipyard closed, about 9,300 civilians and mi(itary personnel worked there. Another 5, 700 persons in the City were employed in connection with the Shipyard. In response to the closure, the City initiated the development and implementation of a successful closure process. The Mare Island Final Reuse Plan (the "Reuse Plan"), which established a policy for the future of the Island, was adopted by the CITY on July 26, 1994. The Reuse Plan's goal is to become a model for successful conversi6n of a military facility. Among other objectives, the Reuse Plan seeks to create jobs and other economic development opportunities to sustain and improve economic conditions in the City and surrounding area; it seeks to create a self-sustaining and multi-use community under a common design theme, with balanced uses that will meet the needs of future generations; and, it seeks to use a variety of innovative economic development tools, including public-private partnerships, to market, finance and develop Mare Island. This Agreement furthers those goals and objectives, by, among other things, providing stable and attractive utility rates for businesses and residents on Mare Island.

C. The CITY also adopted a Specific Plan on March 30, 1999 to.govern the land use policy and development process for Mare Island. Further, it amended the Architectural Heritage Historic Preservation Ordinance (Vallejo Municipal Code Chapter

16.38) to govern historic resources on Mare Island.

D. The regulatory planning process that the CITY has undertaken sets forth goals and objectives concerning provision of electric and gas utilities··to Mare Island.

The Reuse Plan, for example, described the electric system on the Island as generally being in good condition and supporting the land uses the Plan envisioned. It identified Capital Improvement Project activities, such as sealing underground electric vaults 1/10/0S
l
761464v15A 05137/0052

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against water intrusion and performing asbestos abatement. It also noted that Federal power was being purchased at a favorable rate pursuant to an agreement between the Navy and the Western Area Power Administration . The Specific Plan recognized a possible need to replace overhead distribution in the residential areas with underground facilities and the installation of electric service meters throughout the Island.

E. Following the determination by CITY that it would not assume the responsibility ·tor distribution of the gas and electric utilities on Mare Island, Pittsburg Power Company was formed for this and other P.urposes and, under the name ISLAND ENERGY, commenced operations as ·a municipal gas and electric utility provider on Mare Island under a license agreement with the U.S. Government on April 1, 1997. The CITY and ISLAND ENERGY have cooperated with the Western Area Power Administration 0/VAPA) in retaining the benefit of the lower cost electricity through WAPA under the National Defense Authorization Act. ·
F. On August 22, 2001, Pittsburg Power Company accepted from the federal government, acting through the Department of the Navy, the Grant of Non-Exclusive Easement For Gas And Electric Distribution Systems And Associated Buildings At The Former Mare · Island Naval Shipyard To Pittsburg Power Company, J. P. A. (d.b.a. "Island Energy") (the •Grant of Easement"). Under the Grant of Easement, ISLAND ENERGY acquired both the then-existing hard assets, including all utility distribution systems and related buildings and the easements upon, under and over which the systems and buildings were located, from the U.S. Government, CITY's predecessor in title.

G. Under the Grant of Easement, if any of the Existing Easements (as defined below) or the Existing Facilities (as defined below) are required to. be relocated by the Navy. its successors and iassigns or the local redevelopment agency for Mare Island, the party requesting such relocation, is to pay ISLAND ENERGY all costs of relocation and provide ISLAND ENERGY with an equivalent substitute easement. The Grant of Easement also provides that after fifty (50) years from the date of the Grant of Easement, any costs of relocation of aboveground gas and electrical distribution facilities shall be borne by ISLAND ENERGY.

H. Under its Charter, the CITY is authorized to enter into agreements for the operation, maintenance and construction of electric utility systems on Mare Island. The CITY and ISLAND ENERGY have agreed that it is in the best interest of both parties, as well as the economic development of Mare Island, to enter into this Agreement and provide for continued, improved , expanded and, to the extent possible, 'lower cost electric service on Mare Island.

I. The parties hereto desire to enter into this Agreement to provide for (1} an agreement by ISLAND ENERGY that, as Mare Island develops,. it will exchange those easements and electric dis~ribution facilities and buildings conveyed under the Grant of Easement for relocated easements, facilities and buildings at the times and under the conditions specified in this Agreement; (2) payment of a fee by ISLAND ENERGY, similar to that paid by PG&E to the City for PG&E's franchise rights in other areas of the 2 761464v1SA 05137/0052 1/10/05

;,
0 0
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City; and (3) the grant of a franchise by CITY to ISLAND ENERGY to provide electric service in that portion of Mare Island outside of the Existing Service Area {referred to herein as the "Franchise Area") under the terms and conditions specified herein . A Map of the Franchise Area will be attached hereto as Exhibit B and this Agreement shall be thereby amended once such locations are determined.

SECTION 1.

AGREEMENTS
DEFINfTIONS
Whenever in this Agreement the words or phrases defined in this section are used, they shall have the respective meanings assigned to them in the following definitions:
.. City" shall mean the City of Vallejo, a municipal corporatior:i and a charter city in the State of California, in its present incorporated form or in any later reorganized, consolidated, enlarged or reincorporated form .
"Construct, maintain and use" shall mean to lay, construct, erect, install, operate, maintain, use, repair, modify or replace.
"Day" means a calendar day.
"Effective Date" shall mean the date set forth in Section 19 of this Agreement. "Existing Easements" shall mean those non-exclusive easements granted to ISLAND ENERGY by the Grant of Easement.
"Existing Facilities" shall mean those electric distribution facilities and associated buildings granted to ISLAND ENERGY by the Grant of. Easement. "Existing Service Area" shall be that portion of Mare Island that is described in .. the Grant of Easement as being served by the electrical distribution system transferred to ISLAND ENERGY through the Bill of Sale and Grant of Easement. ·This area is shown on Exhibit A, "Map of the Existing Service Area", attached hereto and incorporated herein by this reference .
"Franchise" shall mean the right and privileges acquired under the tenns and conditions described in this Agreement with respect to the provision of elec.tric service by ISLAND ENERGY in the Franchise Area.
"Franchise Area" shall be as defined in Recital I above. "Grant of Easement" shall be as defined in Recital F above·. .
"Grantee" shall mean Pittsburg Power Company, a Joint Powers Authority, comprised of the City of Pittsburg, California and the Redevelopment Agency of the City of Pittsburg, _ doing business as Island Energy ("ISLAND ENERGY"). 3 761464v l5A 05137/0051 1/10/05

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"Gross Annual Receipts" shall mean all receipts received by ISLAND ENERGY from the sale of electricity within the City of Vallejo. Gross Annual Receipts shall not include such sums collected by ISLAND ENERGY on behalf of and paid to others, such as taxes, fees and charges collected on behalf of the CITY, state government or federal government. The fiscal year for ISLAND ENERGY is from July 1 through June 30 of the following year
"Operations Fee" shall mean the fee payable by ISLAND ENERGY to the CITY as described in Section 7 of this Agreement.
"Poles, wires, conduits and appurtenances" means facilities necessary for the distribution of electricity, including poles, towers, supports, wires, conductors, cables, guys, stubs, platforms, cross arms, braces, transformers, insulators, conduits, ducts, vaults, manholes, meters, cutouts, switches, .communication circuits, appliances, attachments, appurtenances, and without limitation to the foregoing, any other equipment located or to be located under, along, across or upon the public streets of Mare Island, and necessary or proper in distributing electricity;. The term "facilities" may hereafter be used for convenience to refer to "poles, wires, conduits and appurtenances."
"Public streets" shall mean the public streets, ways, alleys and places as the same now or may hereafter exist within Mare Island, now or hereafter established within Mare Island, now or hereafter established within Mare Island. "Public streets" includes a public right-of-way, whether or not fonnally included within City's public road system. "Public streets" does not include a public utility easement crossing private property, nor does "public streets" include any park, playground, school property or other municipal or public property not constituting a public right-of-way. "Public streets" does not include, and the rights ~ranted herein do not allow the use of, a public utility easement described in Government Code section 50335 or successor legislation, the use of which is governed by such terms and conditions as agreed upon by the parties thereto.
"Relocated Facilities" shall mean those new facilities acquired by Island Energy in exchange for the Existing Facilities.
"Term" shall mean the initial term as defined in Section 3 and any renewal term, unless otherwise required by the context
SECTION 2. GRANT OF FRANCHISE
In consideration of the provision by ISLAND ENERGY of electric service, within the Existing Service Area, as well as its agreement to comply with the Reuse Plan, Specific Plan and WAPA Power Agreement, and in further. consideration of the promises contained herein, the CITY grants ISLAND ENERGY, its successors and assigns, a franchise to construct, maintain and use in said public streets and places all poles, wires, conduits and appurtenances whenever and wherever required to extend service and to convey and distribute electricity to the public within the Franchise Area 4 76 1464vl5A 0513710052 1110/05

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and for all related purposes. ISLAND ENERGY shall be required to allow joint use of common trenches within the Franchise Area and within the Existing Service Area, where common trenches are used, by other persons where appropriate and where such joint use is not otherwise prohibited by law or ordinance; provided that any joint user must first have or obtain an appropriate franchise from CITY or other lawful regulatory authority. This Agreement shall be amended to specifically add each portion of the Franchise Area as they become identifiable. As of the date of this Agreement; there are no Franchise Areas in which ISLAND ENERGY operates.

SECTION 3. TERM
This Agreement will commence on the Effective Date and expire twenty (20) years from that date. After that time, it will be of no force or effect unless it is renewed under applicable law and pursuant to agreement otthe patties.

During the term of this Agreement, the Agreement shall remain in full force and effect unless: (1) ISLAND ENERGY voluntarily surrenders the Agreement, in accordance with applicable State or federal laws; (2) the State or some municipal or public corporation purchases by voluntary agreement or condemns and takes under the power of eminent domain, 'all property actually used and useful in the exercise of ISLAND ENERGY's provision of electric service on Mare Island, or (3) the Agreement is terminated by one party due to noncompliance with its terms by the other party. At least six (6) months prior to the expiration of the term of this Agreement, the parties shall meet and confer to determine if this Agreement should be extended and/or what terms and conditions shall apply to any such extension.

SECTION 4. COMPLIANCE WITH LOCAL LAWS
I
(a) Except in the event of an emergency where it may be impractical to do so, prior to commencing any work, ISLAND ENERGY shall obtain all necessary permits from City and pay all processing, permitting and regulatory fees associated with those permits, and post any required security deposits or bonds, before starting any construction, repair, upgrade or extension of its system. ISLAND ENERGY shall obtain all required permits and pay any fees described herein as soon as practicable after the emergency conditions have ended . These permits include, but are not limited to, grading permits, encroachment permits, excavation permits, temporary pole permits, appropriate environmental review, or any other regulatory approval PG&E and any other party would have to obtain from the CITY under its municipal code or other authorities if it was PG&E or another party seeking to perform the activities ISLAND · ENERGY was planning. This provision is intended to keep ISLAND ENERGY on an equal footing with PG&E and any others doing work within the City.
(b) ISLAND ENERGY shall construct, restore, . maintain and use all poles, wires, conduits, and appurtenances in a good and workmanlike . manner and in compliance with all applicable federal, State and City laws, ordinances, resolutiorys, regulations, policies, rules, orders, plans and specifications, and subject to all lawful fees and exactions.
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(c) Upon constructing, maintaining or using any poles, wires, conduits, and appurtenances, or any part thereof, ISLAND ENERGY shall expeditiously restore to applicable and lawful City standards all public property disturbed or altered as a result of Grantee's actions. As used in this section, .. public property" means public streets, rights-of-way and improvements and includes, but is not limited to, all public improvements associated with the public streets that may be affected by ISLAND ENERGY'S activities, such as landscaping, irrigation systems, street lights, street furniture, sidewalks and bus shelters. ISLAND ENERGY shall comply with CITY'S reasonable terms and conditions concerning the location within the public streets of proposed facilities, except to the extent State or federal law or regulation preempts any such terms and conditions.
(d) ISLAND ENERGY has adopted standards of construction for its facilities, which are set forth in the following manua1s: · Underground Construction Standards
Overhead Construction Standards
Gas Material Specifications
Service Guide
Copies of these manuals have been provided to CITY, and ISLAND ENERGY shall provide copies of any significant revisions to such manuals when adopted.

ISLAND ENERGY agrees that any proposed significant modifications to such General Conditions shall be presented to the Island Energy Advisory Committee (as described in Section 21 hereof) for its revi~w and comment, prior to any adoption of such modifications.

SECTION 5. RELOCATION OF FACIUTIES WITHIN EXISTING

SERVICE AREA
(a) Relocation of Facilities
During the tenn of this Agreement and in the event any portion of the Existing Service Area is proposed to be redeveloped ("Proposed Redevelopment") in a manner which would require the relocation of the Existing Facilities within the area of the Proposed Redevelopment, ISLAND ENERGY agrees that it shall cooperate with CITY and any developer within the Existing Service Area to quitclaim, free and clear of any encumbrances or liens that may have been placed against the interest of ISLAND ENERGY in such non-exclusive Existing Easements and Existing Facilities as may be necessary to accommodate such Proposed Redevelopment in exchange for new electric distribution facilities to be owned and operated by ISLAND ENERGY and to be placed within non-exclusive easements granted or dedicated to ISLAND ENERGY in new locations as necessary to allow for the distribution of electricity to the same area.

To the greatest extent possible, these new locations shall be within designatea "public utility easements" ("PUEs"), as shown on the parce_I or subdivision map for any such 6 76 1464v15A 05137/0052 1/10/05

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Subject to the terms of the Grant of Easement and subject to the terms of any separate agreement with a developer on Mare Island, which separate agreement shall not be inconsistent herewith, ISLAND ENERGY agrees that it shall quitclaim Existing Easements and Existing Fac,iUties (in the condition described in paragraph (a) above) within the area of a Proposed Redevelopment when and as necessary within the Existing Service Area, in exchange for the Relocated Facilities and new non-exclusive easements. To the greatest extent possible, the new easements shall be in the form of public utility easements dedicated to the City and ISLAND ENERGY. Such dedication shall be clearly displayed under the "Owner's Statement" or otherwise for all final subdivision and parcel maps where ISLAND ENERGY will be replacing its easements with locations in the PUEs as follows:
"THE UNDERSIGNED HEREBY MAKES AN IRREVOCABLE OFFER OF

DEDICATION TO THE CITY OF VALLEJO AND PITTSBURG POWER

COMPANY, DOING BUSINESS ON MARE ISLAND AS ISLAND

ENERGY, OF THE EASEMENTS DESIGNATED AS PUBLIC UTILITY
EASEMENTS (PUEs) FOR PUBLIC UTILITY PURPOSES ONLY,
INCLUDING THE RIGHTS 1FOR CONSTRUCTION, RECONSTRUCT/ON,

ACCESS TO AND MAINTENANCE OF IMPROVEMENTS AND

STRUCTURES, WHETHER COVERED OR OPEN, AND THE CLEARING
OF OBSTRUCTIONS AND VEGETA TJON.

In addition, the following statement shall be clearly displayed under the"Owne['.'s Statement" or otherwise on all final subdivision and parcel maps:
''THE OED/CATION OF STREETS, AS PUBLIC ROADWAYS, TO THE

CITY OF VALLEJO INCLUDES THE RIGHT, POWER AND AUTHORITY

OF THE CITY OF VALLEJO TO GRANT TO PITTSBURG POWER

COMPANY, DOING BUSINESS ON MARE ISLAND AS ISLAND

ENERGY, SUCH ADDITIONAL RIGHTS, INCLUDING THE GRANT OF

SUCH NON-EXCLUSIVE EASEMENTS WITHIN SUCH OED/CA TED

AREAS, AS ARE NECESSARY TO INSURE THE CONTINUED AND

UNINTERRUPTED DISTRIBUTION OF GAS AND ELECTRICITY
. WITHIN THE SUBDIVISION BOUNDARIES."
(c) Preservation of Easement Riohts Within Public Streets 7 761464v\5A 05137/0052 1/10J05

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So long as ISLAND ENERGY is a municipal utility or a regulated utility provider, in the event of termination, irrespective of the cause or reason, or expiration of this Agreement, CITY shall, prior to any such event and as a condition thereto, provide Island Energy with a grant of non-exclusive easement, which may be located within a common trench, sufficient to enable ISLAND ENERGY to relocate, replace, update, install, reinstall and/or maintain its existing facilities in order to continue to provide service to all redeveloped areas in the Existing Service Area. The grant of easement shall include an adequate non-exclusive easement within those portions of the public streets utilized by Island Energy for the distribution of electricity. Further, CITY hereby acknowledges that ISLAND ENERGY is entitled to the rights and protections provided in the Public Streets, Highways and Service Easements Vacation Law (Streets and Highways Code, section 8300 et seq.} for public utility facilities.

SECTION 6. MINOR RELOCATIONS
Until such time as the Relocation Fund (as set forth in Section 14 hereof,) Is funded and available to the CITY, and upon written application being made by CITY, or on its belialf, to ISLAND ENERGY, for a project requiring relocation of ISLAND ENERGY facilities within the Existing Service Area having a total cost of less than $100,000, ISLAND ENERGY shall either credit or reimburse CITY for L!P to $25,000 of the cost of such relocation. The CITY shall be responsible for all costs above and beyond the $25,000 credit or reimbursement from ISLAND ENERGY. Such credit or reimbursement shall apply only . once during the fiscal year in which such work is performed, and any reimbursement by ISLAND ENERGY under this provision may be delayed until the following fiscal year for budgetary reasons. In addition, the $25,000 annual limit specified herein applies in the aggregate to relocations of ISLAND ENERGY'S electric and gas faoililies within their respective Existing Service Areas. A similar provision to this Section 6 is provided in the Operations Agreement Regarding Distribution of Gas on Mare lslana executed by ISLAND ENERGY and the CITY.

Unless otherwise specified in the contract relating to such work, all work on ISLAND ENERGY facilities shall be performed by ISLAND ENERGY .

SECTION 7. O?ERA TIONS FEE
(a} In consideration of the rights provided under this Agreerf1ent, during the term of this Agreement, ISLAND ENERGY shall pay CITY two percent (2%) of GRANTEE'S Gross Annual Receipts (the "Operations Fee"}. (b} As used in this section,"Annual Payment Date" means September 30, following the close of ISLAND ENERGY'S fiscal year. '
:. (c) Within three (3) months after the expiration of each fiscal year, or fractional fiscal year, following the Effective Date of this Agreement as certified under Section 20, but no later than September 30th of each such year, ISLAND ENERGY 8 761464v15A 05137/0052 1110/05

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shall file with City's Finance Director or other official designated by CITY a verified . statement under penalty of perjury showing in detail the Gross Annual Receipts of ISLAND ENERGY during the preceding fiscal" year, of fractional fiscal year. ISLAND ENERGY'S statement shall include such other data or information as CITY may reasonably require in calculating or determining the amounts which ISLAND ENERGY is obligated to pay CITY pursuant to the provisions of this Section 7. (d) No later than September 30th of each year.:. following the Effective Date of this Agreement~ ISLAND ENERGY shall pay to CITY, in lawful money of the United States, the amount required by this Section 7. In the event there is an overpayment for any reason, ISLAND ENERGY shall be entitled, at its election, to either a refund of the difference or the application of a credit in the amount of the difference to the following year's Operations Fee. In the event the Operations fee is not paid on or before the date set forth herein, ISLAND ·ENERGY shall pay as additional compensation, an interest ·charge, computed from such due date, at an annual rate of ten percent (10%) during the period for which payment was due. (e) Annually, at ISLAND ENERGY'S expense, ISLAND ENERGY shall provide CITY With an auditeq report conducted pursuant to Generally Accepted Auditing Standards consistently applied, which expresses an opinion that the statement has been prepared in accordance with the terms of this Agreement and that nothing has come to the auditors attention that would cause the auditors to believe that ISLAND ENERGY has not complied with this Agreement insofar as it relates to accounting matters.
(f)) The City Finance Director, or any certified public accountant or qualified person designated by CITY, after reasonable notice and at any reasonable times during business hours, may make examination or audit at ISLAND ENERGY'S office or offices, of its books, accounts and records germane to and for the purpose of verifying the data set forth in the statement required by Section (c). Upon CITY'S request, ISLAND ENERGY shall provide CITY with such records, directly related to revenues derived within CITY, which it may have. In the event an audit obtained by CITY indicates an underpayment by ISLAND ENERGY of the Operations Fee by more than five (5%) percent, ISLAND ENERGY shall bear the costs of such audit.

SECTION 8. AUTHORITY
This Agreement for the provision of electric service in the Franchise Area is granted under Article IX of the Vallejo City Charter. · 9 761464vl SA 05137/0052 J/10/05

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SECTION 9. ENFORCEMENT
(a) This Agreement may be tenninated by either party for failure to comply with the tenns of the agreement after written notice and an opportunity to cure, as set forth below. If a Party believes that the other Party is in default of its obligations under this Agreement, it shall send a written notice to the defaulting party, specifying the nature of the default.
(b) After receipt of the written notice of default, if the defaulting Party does not promptly commence to cure such default or the work of compliance, or after such commencement does not prosecute the work with due diligence to completion, the other Party may terminate this Agreement or seek any remedy available to it, whether in law or in equity. Prior to terminating this Agreement or instituting any action to enforce this Agreement, the parties shall, in good faith, meet and confer with the intention of resolving their differences. The parties agree that the appropriate venue for any such action shall be in the Superior Court of the County of Solano. Notice of demand for . compliance shall be in writing and delivered in accordance with the provisions set forth in Section 18 hereof.

SECTION 10. O'BLIGATIONS OF ISLAND ENERGY
(a) Non-Obstruction
All transmission and distribution structures, lines and equipment erected by ISLAND ENERGY within the public streets or in PUEs shall be located so as not to unreasonably obstruct or unnecessarily interfere with the usual and customary use of streets, alleys, and other public rights-of-way and places, and to cause minimum interference with the rights of property owners who abut the same; and not to unreasonably interfere with the existing public utility installations. ISLAND ENERGY has furnished to the City Engineer a copy of the Grant of Easement, including all attached maps, plats and descriptions of the location and character of all existing facilities, including underground facilities. ISLAND ENERGY shall file with CITY updates of such maps, plats and permanent records annually if changes have been mad~ in the system that did not otherwise require CITY approval. In using the Existing Service Area or the Franchise Area, ISLAND ENERGY shall not place poles, conduits, or other fixtures above or below ground where they will unreasonably interfere with any telephone, sanitary storm or sewer, or water or other utility fixtures. All of ISLAND ENERGY's poles, conduits, or other fixtures placed in any street shall be so placed as to comply with all requirements of the CITY. ISLAND ENERGY shall, on request of any person holding a moving permit issued by CITY, temporarily move its electric wires or fixtures to permit the moving of buildings with the expense of such temporary removal and relocation to be paid by the person requesting the same, and ISLAND ENERGY shall be given not less than ten days advance notice to arrange for such temporary change.

ISLAND ENERGY shall cooperate with and participate fully in Underground Service Alert {USA) and other reputable underground facility locating services to ensure that damage and/or interference with other underground facilities occupants is minimized.

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(b) Notice of Repairs to Propertv Owners
Except in cases of emergency or responses to unplanned system failures where it is impractical to do so, prior to 'entering onto property to construct, operate or repair its facilities (unless the repair or construction can be performed from the street without disrupting property), ISLAND ENERGY shall give the person residing on or using the property adequate notice, not less than twenty-four hours in advance that it intends to work on the property; a description of when and what work it intends to perform; and a name and telephone number the person can call to protest or seek modification of the work. Work shall be done in a manner that causes the least interference with the rights and reasonable convenience of property owners, residents and users, and that complies with applicable taw.
(c) Temoorarv Poles
.

New permanent overhead facilities will not be installed on Mare Island.

However, when in the course of construction, ISLAND ENERGY desires to utilize temporary poles to facilitate construction, ISLAND ENERGY shall apply to the CITY to use the temporary pole method. Temporary Poles shall not be utilized, absent an emergency, without the prior written approval of the CITY, which approval shall not be unreasonably withheld. ISLAND ENERGY shall agree in writing to complete the undergrounding of related permanent facilities and the removal of the temporary poles within two (2) months from the date specified as the ending date of the temporary services, as provided by ISLAND ENERGY in its request to CITY. ISLAND ENERGY may request from CITY reasonable extensions of time to remove any temporary poles, subject to any conditions normally required by CITY of PG&E or any other utilities within the CITY.
' (d) ISLAND ENERGY agrees that it shall collect and remit to CITY any applicable utility tax, transportation surcharges, such as those contained in Public Utilities Code §§ 6351 et seq. or any other lawful charges relating to utility operation on Mare Island, if such collection is required generally of utilities by law; provided, however, that ISLAND ENERGY shall not be required to withhold service or pursue collection on any unpaid amounts.

SECTION 11. INSURANCE
During the term of this Agreement, ISLAND ENERGY shall obtain and maintain at its sole cost and expense the insurance coverage required by tliis Section.

In the event replacement coverage at the same levels and with companies having the same or better rating becomes unavailable, the parties shall coop~rate in modifying this Agreement as necessary to provide for the best alternative available. (a) Description
Upon the Effective Date, ISLAND ENERGY shall, at its sole expense and in addition to any other insurance required under this Agreement, take out and maintain during the term of this Agreement primary commercial general liability insurance with a 11 761464vl5A 05137/0052 1/10/0S

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company authorized to do business in the State of California with a rating by A.M. Best & Co. of not less than "A" that shall protect ISLAND ENERGY from claims which may arise from operations under this Agreement, whether such operations be by ISLAND ENERGY, its officials, officers, directors, employees and agents or any subcontractors of ISLAND ENERGY. ISLAND ENERGY shall use its best efforts to obtain insurance from a company with as high a rating as possible, but in the event it is unable to procure insurance with a company with the required minimum rating, CITY agrees to modify this requirement based on evidence reasonably satisfactory to CITY that such insurance is not generally available to other municipal utilities or ·otherwise regulated utilities at a reasonable cost. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from ISLAND ENERGY's vehicles, products and operations. The amount of insurance for single limit coverage applying to bodily and personal injury and property damage shall not be less than One ·Million Dollars ($1,000,000.00). The primary liability policy shall provide coverage for the following:
(i) The policy shall provide coverage on an •occurrence" basis. (ii) T!'te policy shall cover personal injury as well as bodily injury. (iii) The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier's standard endorsement as to bodily injuries, personal injuries and property damage.
(iv) Property damage liability shall be afforded.
(v) ·An endorsement stating that the policy shall not be, canceled without thirty days written notice of such cancellation given to CITY.

As long as the coverage is available, ISLAND ENERGY shall maintain excess general liability coverage of up to Four Million ($4,000,000) dollars, having exclusions as follows:
761464vl5A 05137/0052
(i) Directors and Officers Liability.
(ii) Discrimination.
(iii) Employment Discrimination and Employment Related
Practices.
(iv) Acts of Terrorism.
(v) Failure to Supply - Utilities.
(vi) Lead Contamination.
(vii) Occupational or Environmental Disease.
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(viii) Real and Personal Property Damage Exclusion.
(ix) Pollution Exclusion.
(x) Punitive Damages Exclusion.
(xi) Subsidence.
(xii) Silica. . ..
(xiii) Electromagnetic Radiation.
(xiv) Cross Liability.
(xv) Fungi or Bacteria.
(xvi) Professional Liability.
(xvii) Exterior Insulation and Finish System.
(xviii) Contractors.
(xix) Intellectual Property.

The insurance coverage shall be primary and no insurance held by CITY shall be called to contribute to a loss under this coverage unless it is established that the loss is attributable solely or in part to the negligence or willful misconduct of CITY.

Such coverage shall name CITY as an additional insured for any work performed b~1 ISLAND ENERGY or its operations under this Agreement, provided that ISLAND ENERGY shall not be required to pay any additional cost to obtain such endorsements. (b). Documentation
Upon execution of this Agreement, ISLAND ENERGY shall submit to CITY documentation of the required insurance, including a certificate of insurance signed by the insurance agent and companies named, as well as an Additional Insured Endorsement designating CITY and its officers, boards, commissions, officials, agents and employees· as additional insureds, and shall thereafter file additional such proof annually.
(c) Notification of Litioation
·It shall be the obligation of ISLAND ENERGY to promptly notify CITY of any pending or threatened litigation that would be likely to adversely affect the CITY. It shall be the obligation of CITY to promptly notify ISLAND ENERGY of any pending or threatened litigation that would be likely to adversely affe'ct the rights or obligations of ISLAND ENERGY under this Agreement.
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(d) Workers.Compensation
Whenever conducting work on Mare Island, ISLAND ENERGY, shall ensure that either it, or any entity performing such work on ISLAND ENERGY's behalf, shall obtain and maintain Workers' Compensation Insurance for all of its employees performing such work, and in case any work is sublet, ISLAND ENERGY shall require any subcontractor similarly to provide Workers' Compensation Insurance for all of their employees, all in compliance with State laws, and to fully indemnify CITY from and against any and all workers compensation ·claims by employees of ISLAND ENERGY and its contractors and subcontractors arising out of occurrences during work on Mare Island. ISLAND ENERGY hereby indemnifies CITY for any and all costs, expenses (including reasonable attorneys' fees and disbursements of counsel), damages and liabilities incurred by CITY as a result of any failure of either ISLAND ENERGY or any subcontractor of ISLAND ENERGY'S to take out and maintain such insurance. ISLAND ENERGY shall provide CITY with a certificate of insurance indicating Workers' Compensation coverage on the Effective Date. This provision does not apply to employees of ISLAND ENERGY who do not perform work on Mare Island. secn·oN 12. INDEMNIFICATION
(a) ISLAND ENERGY Indemnification
(1) ISLAND ENERGY shall indemnify, defend and hold CITY, its. officers, boards, commissions, agents and employees (collectively the "CITY Indemnified Parties") harmless from and against any and all lawsu.its, claims, causes of action, actions, liability, demands, damages, judgments, settlements, losses, expenses (including reasonable attorneys' fees) and costs, that any of the CITY Indemnified Parties, acting within the perforlnance of the official duties of the position and not resulting from their sole negligence or willful misconduct, may at any time suffer, sustain or incur, arising out of, based upo'n or in any way connected with any work performed by ISLAND ENERGY or its contractors or its use, repair, management, installation of facilities within common trenches, locations on or adjacent to CITY facilities and public streets, including associated appurtenances. by ISLANO ENERGY or its officers·, boards, commissions, agents, contractors and employees. -(2) ISLAND ENERGY shall specifically indemnify, defend and hold harmless CITY Indemnified Parties from and against any and all lawsuits, claims, causes of action, actions, liability, demands, damages, costs, judgments, settlements, losses and expenses (including reasonable attorneys' fees), arising from any discharge of any hazardous materials in a public street and right-of-way or other public property and as a direct and proximate result of ISLAND ENERGY'S operations within any public streets and rights-of-way or other public property. This indemnification does not extend to hazardous materials that remain the responsibility of the United States Government and its grantees and assigns or are the responsibility of CITY or its grantees and assigns. As used in this section, "hazardous materials" means any 14 761464vl SA 05137/0052 1/10/05

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hazardous substances, materials or wastes (1) defined or listed as "hazardous substances," "toxic substances" or similarly identified under any provision of California I aw; (2) designated as "hazardous substances" under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Sections 9601 et seq.)* the Federal Hazardous Materials Transportation Law (49 U.S.C. Sections 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), or the Toxic Substance Control Act of 1976 (15 U.S.C. Sections 2601 et sq.); (3) defined as "toxic pollutants" under the Clean Water Act (33 U.S.C. Sections 1251 et seq.); (4) designated as "hazardous air pollutants" under the Clean Air Act (42 U.S.C.

Sections 7401 et seq.);· or (5) defined, designated or listed under any State or federal legislation or regulations adopted or amended during the term of this Agreement. (b) Citv Indemnification
CITY shall indemnify, defend and hold ISLAND ENERGY, its officers, . · boards, commissions, agents and employees (collectively the "ISLAND ENERGY Indemnified P.arties") harmless from and against any and all lawsuits, claims, causes of action, actions, liability, demands, damages, judgments, settlements, losses, expenses (including reasonable attorneys' fees) and costs that any of the ISLAND ENERGY Indemnified Parties, acting within the performance of the official duties of the position and not resulting from their negligence or willful misconduct, may at any time suffer, sustain or incur, arising out of, based upon or in any way connected with any work performed by the CITY or its contractors, or their use, repair, management* installation of facilities within common trenches, locations on or adjacent to ISLAND ENERGY facilities and public streets, including associated appurtenances, by the CITY or its officers, boards, commissions, agents, contractors and employees.

I
SECTION 13. TRANSFER OF RIGHTS
(a) ISLAND ENERGY may not sell, transfer, assign, or lease this Agreement, or part hereof, or any of the rights or privileges granted hereby, without the prior written consent of CITY, which may not be unreasonably withheld, expressed by ordinance or resolution of the City Council. Notwithstanding the· foregoing, the CITY may withhold its consent, in its sole discretion, to any proposed sale, transfer, assignment or lease of this Agreement or any part hereof to an entity other than a municipal utility or otherwise regulated utility. Any attempt to sell, transfer, assign, lease or otherwise dispose of the rights under this Agreement without the consent of the CITY Council shall be null and void. Notwithstanding the foregoing, CITY approval is not required for the granting of a security interest in any of ISLAND ENERGY'S assets, or any mortgage or other hypothecation, or by assignment as collateral of any rights, title or interest of ISLAND ENERGY in the Agreement and the rights· hereunder in order to secure an indebtedness. ·
(b) The CITY Council's approval or disapproval of any proposed transfer shall be based on the proposed transferee's legal, financial and technical 15 761464vl SA 05137/0052 1/10/05

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qualifications , the transferee 's acceptance of the terms and conditions of this Agreement and agreement to be bound thereby, and on whether ISLAND ENERGY is in compliance with the terms of this Agreement.
seCTION 14. FACILITY RELOCATION FUND
In accordance with" the proposed revisions to the Electric Tariff Schedules (tt~e "Tariff Schedules") to be adopted by ISLAND ENERGY , ISLAND ENERGY shall establish and make contributions to a relocation fund .(the "Relocation Fund") beginning on July 1, 2013 to defray the costs of relocation of its facilities after July 1, 2013 . The Tariff Schedules shall also provide for certain "Early Contributions", as defined within the Tariff Schedules and in the amounts set forth therein, to be made by ISLAND ENERGY prior to the establishment of the Relocation Fund . The Relocation Fund shall be funded and operated in accordance with tile terms of the Tariff Schedules.

SECTION 15. FRANCHISE NOT EXCLUSIVE
The franchise under this Agreement is not exclusive. The CITY reserves the right to build, install, own or operate electric power generation on Mare Island, allow others to do so, or do so in·combination with others . If, however, the CITY or others besides ISLAND ENERGY undertake to provide service to customers of ISLAND ENERGY on Mare Island, this Agreement does not relieve them from any obligation to pay exit or other fees if required by state or federal law.

SECTION 16. NOTICES
All notices, reports or demands required or permitted to be given under this Agreement shall be in writing and shall be deemed to be given when delivered personally to the party designated' below, or when delivered by the United States mail in a sealed envelope, with registered or certified mail, postage prepaid thereon, or delivered by express mail or nationally recognized overnight air courier addressed to the party to which notice, report or demand is being given, as follows :

If to CITY : City Manager

CITY OF VALLEJO
City Hall
555 Santa Clara Street
Vallejo, CA 94590
with a copy to:

City Attorney

CITY OF VALLEJO
City Hall
555 Santa Clara Street
Vallejo , CA 94590
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If to GRANTEE:
(_)
General Manager,
Pittsburg Power Company
65 Civic Avenue
Pittsburg, CA 94565
with a copy to:

General Counsel -. ·
Pittsburg Power Company
65 Civic Avenue
Pittsburg, CA 94565
Such addresses may be changed by either. party upon notice to "the other party given as provided in this Section,
SECTION 17. RESOLUTION. NOTICE OF HEARING AND PROTESTS
On January !12005, the CITY Council adopted Resolution No. 05~23 N.C. !(\~Pk-­ stating its intent to grant the franchise contained herein and execute this Agreement.

Notice of hearing was given in the manner required by the Vallejo City Charter. The CITY Council has held a duly noticed public hearing on its intention to ~ant this franchise. The CITY Council heard any and all prote§ts Pn Feb. 1, 2005 ~ ~the CITY Council adopted Resolution No. 05-39 N.C.~. fd'etermining such protests to be insufficient, overruled or denied and approving the award of this franchise and approval of this Agreement.

SECTION 18. CONSTRUCTION
Headings in this Agreement are for convenience only, and shall have no bearing on interpreting the provisions hereof. If any provision of this Agreement is held by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in another circumstance, or the validity or enforceability of this Agreement as a whole. In the event any provision of this Agreement is held by a court to be void or unenforceable, CITY shall have the opportunity to amend this Agreement in a manner consistent with the judgment and in consultation with ISLAND ENERGY. Notwithstanding any provisions of this section to the contrary, if any provision of this Agreement is held by a court to be void or unenforceable in an action brought by ISLAND ENERGY or in an action in which ISLAND ENERGY appears and contests the facial validity of such provision, then the entire Agreement shall be of no further force or effect.

SECTION 19. EFFECTJVe DATE
The rights granted under this Agreement shall not become effective until all of the following conditions is satisfied: (1) ISLAND ENERGY executes this Agreement, which shall be no later than sixty (60) days after the effective date of Ordinance No. _or this Agreement shall be of no further force ~nd effect; and (2) ISLAND ENERGY files with 17 76!464v15A 05137/0052 1/10/05