Vallejo City Council
September 8, 2026

CONSENT CALENDAR 8.R.

DATE: September 8, 2026
TO: Mayor and Members of the City Council
FROM: Lance David, I.T. Director
SUBJECT: ADOPT A RESOLUTION APPROVING THE FIRST AMENDMENT TO THE CONSULTANT

AND PROFESSIONAL SERVICES AGREEMENT WITH MARK LATIMER & ASSOCIATES, INC. DBA CODA TECHNOLOGY GROUP, INCREASING THE CONTRACT COMPENSATION FROM $90,000 TO AN AMOUNT NOT TO EXCEED $250,000, WHILE MAINTAINING ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

RECOMMENDATION
Adopt Resolution Approving The First Amendment To The Consultant And Professional Services Agreement With Mark Latimer & Associatates, Inc. DBA Coda Technology Group, Increasing The Contract Compensation From $90,000 To An Amount Not To Exceed $250,000, And Authorizing The City Manager To Execute Same for continued audiovisual maintenance, technical support, equipment replacement, and system upgrades for the City Council Chambers. All other terms and conditions of the agreement shall remain unchanged.

REASONS FOR RECOMMENDATION
Approval of the proposed amendment will ensure the City has sufficient contract authority to provide ongoing maintenance, repairs, equipment replacement, technical support, and system upgrades for the City Council Chambers audiovisual systems. Maintaining these systems is essential to support City Council meetings, public participation, and the reliable operation of audiovisual technology used for legislative proceedings.

BACKGROUND AND DISCUSSION
The City entered into a Professional Services Agreement with Mark Latimer & Associations, Inc. dba CODA Technology Group effective April 1, 2025, for audiovisual upgrades, maintenance, technical support, and related professional services for the City Council Chambers. The agreement was approved with a total compensation amount not to exceed $90,000 through March 31, 2029. CODA Technology Group designed, installed, and maintains the City's Council Chambers audiovisual systems and possesses specialized knowledge of the City's existing equipment and infrastructure.

Since execution of the agreement, additional audiovisual maintenance, equipment replacement, system enhancements, and technical support needs have been identified to ensure the continued reliability and functionality of the Council Chambers audiovisual systems. Increasing the contract authority to a total amount not to exceed $250,000 will provide sufficient funding to address anticipated services throughout the remainder of the agreement term while maintaining continuity with the City's existing audiovisual consultant.

The First Amendment to the Consultant and Professional Services Agreement does not modify the scope of services or the agreement term. The amendment only increases the total compensation available under the agreement to support ongoing maintenance, repairs, upgrades, and related professional services.

Date: September 8, 2026
Subject: ADOPT A RESOLUTION APPROVING THE FIRST AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH MARK LATIMER & ASSOCIATES, INC. DBA CODA TECHNOLOGY GROUP, INCREASING THE CONTRACT COMPENSATION FROM $90,000 TO AN AMOUNT NOT TO EXCEED $250,000, WHILE MAINTAINING ALL OTHER TERMS AND CONDITIONS

OF THE AGREEMENT AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAME.

FISCAL IMPACT
Approval of the proposed amendment will increase the total compensation under the Professional Services Agreement with CODA Technology Group from $90,000 to an amount not to exceed $250,000, an increase of $160,000.

Funding for eligible audiovisual equipment, system upgrades, and related capital improvements will be provided through available Public, Educational, and Government (PEG) Access Fee funds, subject to applicable funding restrictions. The proposed amendment does not require an additional General Fund appropriation.

ENVIRONMENTAL REVIEW
The proposed action is not a project subject to the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it involves administrative activities that will not result in a direct or indirect physical change in the environment.

ATTACHMENTS

1. Resolution Coda Technology Group - CAO STAMP

2. First Amendment Mark Latimer & Associates Inc CAO Stamp

3. 25IT158 CODA TECHNOLOGY GROUP Consultant and Professional Services Agreement

CONTACT
Lance David, I.T. Director
[email protected]

RESOLUTION NO. ____

ADOPT A RESOLUTION APPROVING THE FIRST AMENDMENT TO THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH MARK LATIMER & ASSOCIATES, INC. DBA CODA TECHNOLOGY GROUP,
INCREASING THE CONTRACT COMPENSATION FROM $90,000
TO AN AMOUNT NOT TO EXCEED $250,000, WHILE MAINTAINING

ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT AND
AUTHORIZING THE CITY MANAGER TO EXECUTE SAME.

WHEREAS, the City of Vallejo entered into a Professional Services Agreement with mark Latimer & Associates, Inc. dba CODA Technology Group effective April 1, 2025, to provide audiovisual maintenance, technical support, equipment replacement, and related professional services for the City Council Chambers; and
WHEREAS, additional contract authority is necessary to provide continued maintenance, repairs, equipment replacement, technical support, and system upgrades for the Council Chambers audiovisual systems throughout the remainder of the agreement term; and WHEREAS, the First Amendment to the Consultant and Professional Services Agreement increases the total contract compensation under the agreement from $90,000 to an amount not to exceed $250,000, while maintaining all other terms and conditions of the agreement; and WHEREAS, sufficient funding for eligible audiovisual equipment, system upgrades, and related capital improvements is available through Public, Educational, and Government (PEG) Access Fee funds, subject to available appropriations and applicable funding restrictions.

NOW, THEREFORE, BE IT RESOLVED THAT: the City Council hereby approves the First Amendment to the Consultant and Professional Services Agreement with Mark Latimer & Associates, Inc. attached hereto and incorporated by this reference and authorizes the City Manager to execute the same.

The foregoing Resolution was passed and adopted at a regular meeting of the City Council of the City of Vallejo held on the 8th day of September, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

First Amendment to Agreement Between City of Vallejo and Mark Latimer & Associates, Inc. Page 1 of 3 (Revised 01.2019)
Approved as to form:

By: for
Veronica Nebb, City Attorney

FIRST AMENDMENT TO

THE CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF VALLEJO
AND
MARK LATIMER & ASSOCIATES, INC.

This First Amendment to the Consultant and Professional Services Agreement made and entered into on April 1, 2025, hereafter referred to as Agreement, between Mark Latimer & Associates, Inc., a California corporation, therein referred to as Consultant, and the City of Vallejo, a municipal corporation, therein referred to as City, is made and entered into on this 8th day of September 2026.

Consultant and City do mutually agree as follows:

1. Amendment to Exhibit B Section 1. Exhibit B Section 1 of the Agreement shall be modified to read:

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 two hundred fifty thousand dollars and zero cents ($250,000.00).

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

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

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

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

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

First Amendment to Agreement Between City of Vallejo and Mark Latimer & Associates, Inc. Page 2 of 3 (Revised 01.2019)
on behalf of Consultant.

(SIGNATURES ARE ON THE FOLLOWING PAGE)

First Amendment to Agreement Between City of Vallejo and Mark Latimer & Associates, Inc. Page 3 of 3 (Revised 01.2019)
IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

MARK LATIMER & ASSOCIATES, INC., a
California corporation

BY:

Mark Latimer
President & CEO

DATE:

(City Seal)

CITY OF VALLEJO,
a municipal corporation

BY:

Harry E. Black
City Manager

DATE:

ATTEST:

DAWN ABRAHAMSON
City Clerk

APPROVED AS TO FORM:

Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager

0D\

30
‘–”ƒ
–ƒ†‘—–‹‰ ‘”
Date Originated:
‹ƒ
‡‡’ƒ”–‡– · ͙͙͙ƒ–ƒŽƒ”ƒ–”‡‡– · ƒŽŽ‡Œ‘ ·  · ͙͔͘͝͝ · ͔͛͛Ǥ͚͘͜Ǥ͙͖͘͝ Department:,QIRUPDWLRQ7HFKQRORJ\'HSDUWPHQW
Staff Contact:1DYHHG$VKUDIQDYHHGDVKUDI#FLW\RIYDOOHMRQHW Contract Type: 2WKHU
6HUYLFH$JUHHPHQW
Vendor:&2'$7(&+12/2*<*5283
9(1'25

Contract Not to Exceed Amount:

Contract Start Date: $SU End Date: 0DU 
Option to Extend: 2SWLRQWRH[WHQGIRU\HDU
Authority to Contract: &LW\0DQDJHU
Attachments are uploaded for review here: https://bit.ly/vContracts $SSURYHG3UH5HTXLVLWLRQ)RUP
,KDYHXSORDGHGDGGLWLRQDOILOHV1R
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('
͖͙
͕͙͜

‘–”ƒ
–ƒ†‘—–‹‰ ‘”
6LJQDWXUH3DJH
Department Initial Date Comment
Originating Department/Division   
Risk Manager   
City Attorney's Office   
Department Head   
Finance Department   
City Manager   
City Clerk   

Return executed contract to: 1DYHHG$VKUDI
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('






















0D\
30

”‡Ǧ‡“—‹•‹–‹‘ ‘”
‹ƒ
‡‡’ƒ”–‡– · ͙͙͙ƒ–ƒŽƒ”ƒ–”‡‡– · ƒŽŽ‡Œ‘ ·  · ͙͔͘͝͝ · ͔͛͛Ǥ͚͘͜Ǥ͙͖͘͝ Department:,QIRUPDWLRQ7HFKQRORJ\'HSDUWPHQW
Staff Contact:1DYHHG$VKUDIQDYHHGDVKUDI#FLW\RIYDOOHMRQHW Vendor:&2'$7(&+12/2*<*5283 Vendor Number
Term:0XOWL\HDU7HUP
Anticipated Start Date:$SU
Anticipated End Date:0DU

Anticipated Contract Type:2WKHU
6HUYLFH$JUHHPHQW
Purchasing Authority: &LW\0DQDJHU
Total Projected Expenditure:

Anticipated Account Number ,73(*
Multiple Project Numbers?Multiple Account Numbers?‘ǡŒ—•–‘‡ Description of Proposed Purchase:
$9XSJUDGHVWRWKHFLW\FRXQFLOFKDPEHUVDQGDQQXDOPDLQWHQDQFHIRUWKHLQVWDOOHGHTXLSPHQW I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC. ,WLVH[LVWLQJYHQGRUEXWWRWDO&LW\ZLGHH[SHQVHVDUHQRWDQWLFLSDWHGWRKLWWKHFDSRILQDVLQJOH)< Competitive Process: ,DPH[HPSWIURPKDYLQJWRFRPSOHWHD&RPSHWLWLYH3URFHVV Exemption Explanationǣ
6HFWLRQ
,QRWKHUFDVHVZKHQVSHFLILFDOO\DXWKRUL]HGE\WKHFLW\FRXQFLODIWHUDILQGLQJDQGGHWHUPLQDWLRQWKDW LWLVLQWKHEHVWLQWHUHVWVRIWKHFLW\
Explanation for Vendor Selection:
([LVWLQJYHQGRUIRUWKHSDVWVHYHUDO\HDUV&RGDZDVWKHYHQGRUWKDWLQVWDOOHGDQGXSJUDGHGWKH&LW\&RXQFLO &KDPEHUVDXGLRYLVXDOWHFKQRORJ\,QWLPDWHO\IDPLOLDUZLOODOOWHFKQRORJ\DVSHFWVRI9DOOHMRVWXGLRDQGWKHFLW\ FRXQFLOFKDPEHUV
Uploaded documents available for review https://bit.ly/vPreReqs. :DUUDQW\1RWVXUH
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

3UH5HTXLVLWLRQ6LJQDWXUH6HFWLRQ
Department Comment
Supervisor/Manager:$QGUHZ0XUUD\
Title:&LW\0DQDJHU
E-mail:DQGUHZPXUUD\#FLW\RIYDOOHMRQHW
B 
B
6LJQDWXUH 'DWH
Delegated Signee:1DYHHG$VKUDI
Title:,7'LUHFWRU
E-mail:QDYHHGDVKUDI#FLW\RIYDOOHMRQHW
B
6LJQDWXUH 'DWH 
Route Final HTE PO to City Clerk for Contract Log
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('







&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
&2168/7$17$1'352)(66,21$/6(59,&(6$*5((0(17
7KLV&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
³$JUHHPHQW ´
LVPDGHDW
9DOOHMR&DOLIRUQLDGDWHGIRUUHIHUHQFHWKLVVWGD\RI$SULOE\DQGEHWZHHQ WKH&LW\RI9DOOHMRDPXQLFLSDOFRUSRUDWLRQ
³&LW\´
DQG0DUN/DWLPHU $VVRFLDWHV
,QFD&DOLIRUQLDFRUSRUDWLRQKHUHLQDIWHUUHIHUUHGWRDV³&RQVXOWDQW´ZKRDJUHHDV

IROORZV

 6HUYLFHV 6XEMHFWWRWKHWHUPVDQGFRQGLWLRQVVHWIRUWKLQWKLV$JUHHPH QW &RQVXOWDQWVKDOOSURYLGHWKH& LW\SURIHVVLRQDOVHUYLFHVDVVSHF LILHGLQ([KLELW$ HQWLWOHG³6FRSHRI:RUN´
 3D\PHQW &LW\VKDOOSD\&RQVXOWDQWIRUVHUYLFHVUHQGHUHGSXUVXDQWWRW KLV DJUHHPHQW DW WKH WLPHV DQG LQ WKH PDQQHU VHW IRUWK LQ ([KLELW %  HQWLWOHG ³&RPSHQVDWLRQ´7KHSD\PHQWVVSHFLILHGLQ([KLELW%VKDOOEHWKHRQO\SD\PHQWV WREHPDGHWR&RQVXOWDQWIRUVHUYLFHVUHQGHUHGSXUVXDQWWRWKLV$JUHHPHQW  )DFLOLWLHVDQG(TXLSPHQW &RQVXOWDQWVKDOODWLWVVROHFRVWDQGH[SHQVH IXUQLVKDOOIDFLOLWLHVDQGHTXLSPHQWZKLFKPD\EHUHTXLUHGIRU IXUQLVKLQJVHUYLFHV SXUVXDQWWRWKLV$JUHHPHQW
 ,QGHPQLILFDWLRQ  &RQVXOWDQW VKDOO LQGHPQLI\ KROGKDUPOHVV DQG GHIHQG &LW\ LWV RIILFHUV RIILFLDOV GLUHFWRUV HPSOR\HHV DJHQWV YROXQWHHUV DQG DIILOLDWHV DQGHDFKRIWKHPIURPDQ\DQGDOOFODLPVGHPDQGVFDXVHVRIDF WLRQGDPDJHV FRVWVH[SHQVHVDFWXDODWWRUQH\¶VIHHVFRQVXOWDQW¶VIHHVH[S HUWIHHVORVVHVRU OLDELOLW\LQODZRULQHTXLW\RIHYHU\NLQGDQGQDWXUHZKDWV RHYHUDULVLQJRXWRIRU LQFRQQHFWLRQZLWK&RQVXOWDQW¶VRSHUDWLRQVRUDQ\VXEFRQWUDFWR U¶VRSHUDWLRQVWR EH SHUIRUPHG XQGHU WKLV DJUHHPHQW IRU &RQVXOWDQW¶V RU VXEFRQWUD FWRU¶V WRUW QHJOLJHQFHLQFOXGLQJDFWLYHRUSDVVLYHRUVWULFWQHJOLJHQFHLQFOXGLQJEXWQRWOLPLWHG WR SHUVRQDO LQMXU\ LQFOXGLQJ EXW QRW OLPLWHG WR ERGLO\ LQMXU\  HPRWLRQDO LQMXU\ VLFNQHVVRUGLVHDVHRUGHDWKWRSHUVRQVDQGRUGDPDJHWRSURSH UW\RIDQ\RQH LQFOXGLQJ ORVV RI XVH WKHUHRI FDXVHG RU DOOHJHG WR EH FDXVHG E \ DQ\ DFW RU RPLVVLRQ RI &RQVXOWDQW RU DQ\ VXEFRQWUDFWRU RU DQ\RQH GLUHFWO \ RU LQGLUHFWO\ HPSOR\HGE\DQ\RIWKHPRUDQ\RQHIRUWKHIXOOSHULRGRIWLPHD OORZHGE\WKHODZ UHJDUGOHVVWRDQ\OLPLWDWLRQE\LQVXUDQFHZLWKWKHH[FHSWLRQRIWKHVROHQHJOLJHQFH RUZLOOIXOPLVFRQGXFWRIWKH&LW\
&RQVXOWDQW VKDOO DOVR LQGHPQLI\ KROG KDUPOHVV DQG GHIHQG &LW\  LWV RIILFHUV RIILFLDOVGLUHFWRUVHPSOR\HHVDJHQWVYROXQWHHUVDQGDIILOLDWHVDQGHDFKRIWKHP IURPDQ\DQGDOOFODLPVGHPDQGVFDXVHVRIDFWLRQGDPDJHVFR VWVH[SHQVHV DFWXDODWWRUQH\¶VIHHVFRQVXOWDQW¶VIHHVH[SHUWIHHVORVVHVRUOLDELOLW\LQODZRULQ HTXLW\ RI HYHU\ NLQG DQGQDWXUHZKDWVRHYHU DULVLQJ RXWRI RU LQ FRQQHFWLRQ ZLWK &RQVXOWDQW¶V RSHUDWLRQV RU DQ\ VXEFRQWUDFWRU¶V RSHUDWLRQV UHODWHG WR FRVWV RU 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
EHQHILWV DVVRFLDWHG ZLWK &DOLIRUQLD 3XEOLF (PSOR\PHQW 5HWLUHPHQ W 6\VWHP

&DO3(56
 PHPEHUVKLS ZKHUH &RQVXOWDQW VXSSOLHV D &DO3(56 PHPEHU  ZKR &DO3(56GHWHUPLQHVLVVXEMHFWWRHQUROOPHQW
7KH SURYLVLRQV RI WKLV VHFWLRQ VKDOO VXUYLYH WKH H[SLUDWLRQ RUWHUPLQDWLRQ RI WKLV $JUHHPHQW
 ,QVXUDQFH 5HTXLUHPHQWV   &RQVXOWDQW DJUHHV WR FRPSO\ ZLWK DOO RI WKH ,QVXUDQFH5HTXLUHPHQWVVHWIR UWKLQ([KLELW&HQWLWOHG ³,QVXUD QFH5HTXLUHPHQWV IRU&RQVXOWDQW´)DLOXUHWRPDLQWDLQUHTXLUHGLQVXUDQFHDWDOOWLPHVVKDOOFRQVWLWXWH DGHIDXOWDQGPDWHULDOEUHDFK
 $FFLGHQW 5HSRUWV   &RQVXOWDQW VKDOO LPPHGLDWHO\ UHSRUW DV VRRQ DV
IHDVLEOH EXWQRW PRUH WKDQKRXUV
 WRWKH &LW\ 5LVN 0DQDJHUDQ\ DFFLGHQWRU
RWKHURFFXUUHQFHFDXVLQJLQMXU\WRSHUVRQVRUSURSHUW\GXULQJW KHSHUIRUPDQFHRI WKLV $JUHHPHQW  7KH UHSRUW VKDOO EH PDGH LQ ZULWLQJ DQG VKDOO LQFOXGH DW D

PLQLPXP

D
 WKH QDPHV DGGUHVVHV DQG WHOHSKRQH QXPEHUV RI WKH  SHUVRQV LQYROYHG
E
 WKH QDPHV DGGUHVVHV DQG WHOHSKRQH QXPEHUV RI DQ \ NQRZQ ZLWQHVVHV
F
WKHGDWHWLPHDQGGHVFULSWLRQRIWKHDFFLGHQWRURWKHURFFXUUHQFH  &RQIOLFWRI,QWHUHVW &RQVXOWDQWZDUUDQWVDQGUHSUHVHQWVWKDWWRWKHEHVW RILWVNQRZOHGJHWKHUHH[LVWVQRDFWXDORUSRWHQWLDOFRQIOLFW EHWZHHQ&RQVXOWDQW¶V IDPLO\EXVLQHVVUHDOSURSHUW\RUILQDQFLDOLQWHUHVWVDQGWKHVHUYLFHVWREHSURYLGHG XQGHUWKLV$JUHHPHQW&RQVXOWDQWVKDOOFRPSO\ZLWKWKH&LW\RI 9DOOHMR&RQIOLFWRI ,QWHUHVW&RGHDQGQRWHQWHULQWRDQ\FRQWUDFWRUDJUHHPHQWGXULQJWKHSHUIRUPDQFH RIWKLV$JUHHPHQWZKLFKZLOOFUHDWHDFRQIOLFWRILQWHUHVWZLWKLWVGXWLHVWR&LW\XQGHU WKLV $JUHHPHQW ,Q WKH HYHQW RI D FKDQJH LQ &RQVXOWDQW¶VIDPLO\ EXVLQHVV UHDO SURSHUW\ RU ILQDQFLDO LQWHUHVWV R FFXUV GXULQJ WKH WHUP RI WKLV  $JUHHPHQW WKDW FUHDWHV DQ DFWXDO RU SRWHQWLDO FRQIOLFW RI LQWHUHVW WKHQ &RQVXOWDQW VKDOO GLVFORVH VXFKFRQIOLFWLQZULWLQJWR&LW\(YHU\LQGLYLGXDOZKRSHUIRUP VVHUYLFHVRQEHKDOI RI&RQVXOWDQWSXUVXDQWWRWKLV$JUHHPHQWPXVWILOHDIXOO6WDWH PHQWRI(FRQRPLF ,QWHUHVWV
DOVRNQRZQDV)RUP
ZLWKWKH&LW\&OHUNLIWKHZRUNRIWKHLQGLYLGXDO
LQYROYHV PDNLQJ D JRYHUQPHQWDO GHFLVLRQ ZKHWKHU WR LVVXH GHQ\ VXVSHQG RU UHYRNH DQ\ SHUPLW OLFHQVH DSSOLFDWLRQ FHUWLILFDWH DSSURYDO  RUGHU RU VLPLODU DXWKRUL]DWLRQRUHQWLWOHPHQW
DXWKRUL]HVWKH&LW\WRHQWHULQWR PRGLI\RUUHQHZD

FRQWUDFW
JUDQWV&LW\DSSURYDORIVSHFLILFDWLRQVIRUDFRQWUDFW
DGRSWVRUDSSURYHV
IRU WKH &LW\ DQ\ SROLF\ VWDQGDUG RU JXLGHOLQH
 OREELHV RQ EHKDOI RI WKH &LW\ RU
SHUIRUPV WKH VDPH RU VXEVWDQWLDOO\ DOO WKH VDPH GXWLHV IRU WKH&LW\ WKDW ZRXOG RWKHUZLVHEHSHUIRUPHGE\DQLQGLYLGXDOKROGLQJDSRVLWLRQVSHF LILHGLQWKH&LW\¶V &RQIOLFWRI,QWHUHVW&RGH
 ,QGHSHQGHQW &RQWUDFWRU  &RQVXOWDQW LV DQ LQGHSHQGHQW FRQWUDFWRU 1HLWKHU &RQVXOWDQW QRU DQ\ RI &RQVXOWDQW¶V RIILFHUV HPSOR\HHV  DJHQWV RU VXEFRQWUDFWRUV LI DQ\ LV DQ HPSOR\HH RI &LW\ E\ YLUWXH RI WKL V $JUHHPHQW RU SHUIRUPDQFHRIDQ\VHUYLFHVSXUVXDQWWRWKLV$JUHHPHQW&LW\VKDOOKDYHWKHULJKW WRFRQWURO&RQVXOWDQWRQO\LQVRIDUDVWKHUHVXOWVRI&RQVXOWDQW¶VVHUYLFHVUHQGHUHG 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
SXUVXDQWWRWKLV$JUHHPHQW
KRZHYHU&LW\VKDOOQRWKDYHWKHUL JKWWRFRQWUROWKH PHDQVE\ZKLFK&RQVXOWDQWDFFRPSOLVKHVVHUYLFHVSXUVXDQWWRWKLV$JUHHPHQW

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
 %XVLQHVV /LFHQVH   &RQVXOWDQW DQG LWV VXEFRQWUDFWRUV KDV REWDLQHG RU DJUHHV WRDSSO\ SULRU WR SHUIRUPLQJ DQ\ VHUYLFHV XQGHU WKLV $JUHHPHQW WR &LW\¶V )LQDQFH'HSDUWPHQWIRUDEXVLQHVVOLFHQVHSD\ WKHDSSOLFDEOHE XVLQHVVOLFHQVH WD[ DQG PDLQWDLQ VDLGEXVLQHVV OLFHQVH GXULQJ WKHWHUP RI WKLV$JUHHPHQW 7KH IDLOXUH WR REWDLQ VXFK OLFHQVH VKDOO EH D PDWHULDO EUHDFK RI WKLV $JUHHPHQW DQG JURXQGVIRUWHUPLQDWLRQE\&LW\1RSD\PHQWVVKDOOEHPDGHWR &RQVXOWDQWXQWLO VXFKEXVLQHVVOLFHQVH
V
KDVEHHQREWDLQHG
 6WDQGDUGRI3HUIRUPDQFH &RQVXOWDQWVKDOOSURYLGHSURGXFWVDQGSHUIRUP DOO VHUYLFHV UHTXLUHG SXUVXDQW WR WKLV $JUHHPHQW LQ DFFRUGDQFH ZLWK JHQHUDOO\ DFFHSWHGSURIHVVLRQDOSUDFWLFHVDQGSULQFLSOHVDQGLQDPDQQHUFRQVLVWHQWZLWKWKH OHYHORIFDUHDQGVNLOORUGLQDULO\H[HUFLVHGXQGHUVLPLODUFRQGLWLRQVE\DPHPEHURI &RQVXOWDQW¶VSURIHVVLRQFXUUHQWO\SUDFWLFLQJLQ&DOLIRUQLD &RQVXOWDQWLVUHVSRQVLEOHIRUPDNLQJDQLQGHSHQGHQWHYDOXDWLRQ DQGMXGJPHQWRI DOO FRQGLWLRQV DIIHFWLQJ SHUIRUPDQFH RI WKH ZRUN LQFOXGLQJ ZLW KRXW OLPLWDWLRQ DSSOLFDEOH IHGHUDO VWDWH DQG ORFDO ODZV DQG UHJXODWLRQV DQG DOO RWKHU FRQWLQJHQFLHVRUFRQVLGHUDWLRQV
&RQVXOWDQW¶VUHVSRQVLELOLWLHVXQGHUWKLVVHFWLRQVKDOOQRWEHGHOHJDWHG&RQVXOWDQW VKDOO EH UHVSRQVLEOH WR &LW\ IRU DFWV HUURUV RU RPLVVLRQV RI &RQVXOWDQW¶V VXEFRQWUDFWRUV
&RQVXOWDQWLVUHVSRQVLEOHIRUPDNLQJDQLQGHSHQGHQWHYDOXDWLRQ DQGMXGJPHQWRI DOOFRQGLWLRQVDIIHFWLQJSHUIRUPDQFHRIWKHZRUNDQGVKDOOSUHS DUHSODQVUHSRUWV DQGRURWKHUZRUNSURGXFWVLQVXFKDZD\WKDWDGGLWLRQDOFRVWVZLOOQRWEHLQFXUUHG EH\RQGDSURMHFWEXGJHWDSSURYHGRUDPHQGHGE\WKH&LW\0DQDJHU RUKLVRUKHU GHVLJQHH
:KHQHYHU WKH VFRSH RI ZRUN UHTXLUHV RU SHUPLWV UHYLHZ DSSURYDO FRQGLWLRQDO DSSURYDO RU GLVDSSURYDO E\ &LW\ LW LV XQGHUVWRRG WKDW VXFK UHY LHZ DSSURYDO FRQGLWLRQDODSSURYDORUGLVDSSURYDOLVVROHO\IRUWKHSXUSRVHVRIDGPLQLVWHULQJWKLV $JUHHPHQWDQGGHWHUPLQLQJZKHWKHUWKH&RQVXOWDQWLVHQWLWOHGWRSD\PHQWIRUVXFK 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
ZRUNDQGQRWEHFRQVWUXHGDVDZDLYHURIDQ\EUHDFKRUDFFHSWD QFHE\WKH&LW\ RIDQ\UHVSRQVLELOLW\SURIHVVLRQDORURWKHUZLVHIRUWKHZRUN DQGVKDOOQRWUHOLHYH WKH&RQVXOWDQWRIUHVSRQVLELOLW\IRUFRPSO\LQJZLWKWKHVWDQGDUGRISHUIRUPDQFHRU ODZV UHJXODWLRQV LQGXVWU\ VWDQGDUGV RU IURP OLDELOLW\ IRU GDPDJHV FDXVHG E\ QHJOLJHQWDFWVHUURUVRPLVVLRQVQRQFRPSOLDQFHZLWKLQGXVWU\ VWDQGDUGVRUWKH ZLOOIXOPLVFRQGXFWRI&RQVXOWDQW
 )RUFH 0DMHXUH   1HLWKHU SDUW\ VKDOO EH FRQVLGHUHG LQ GHIDXOW RI WKLV $JUHHPHQW WR WKH H[WHQW SHUIRUPDQFHV DUH SUHYHQWHG RU GHOD\HG E\ FDXVHV RU FLUFXPVWDQFHVEH\RQGHLWKHUSDUW\¶VUHDVRQDEOHFRQWUROVXFKDVZDUULRWVVWULNHV ORFNRXWVZRUNVORZGRZQRUVWRSSDJHDFWVRI*RGVXFKDVIORRGVRUHDUWKTXDNHV DQGHOHFWULFDOEODFNRXWVRUEURZQRXWV
,QWKHHYHQWWKDWWKH&RQVXOWDQWLVXQDEOHWRPHHWWKHFRPSOHWLRQGDWHRUVFKHGXOH RIVHUYLFHV&RQVXOWDQWVKDOOLPPHGLDWHO\LQIRUPWKH&LW\5HSUH VHQWDWLYHRIWKLVLQ ZULWLQJ,IDGGLWLRQDOWLPHLVUHTXL UHGWRSHUIRUPWKHZRUNWK H&LW\5HSUHVHQWDWLYH PD\DGMXVWWKHVFKHGXOH
 7LPHLVRIWKH(VVHQFH 7LPHLVRIWKHHVVHQFHLQWKLV$JUHHPHQW$Q\ UHIHUHQFHWRGD\VPHDQVFDOHQGDUGD\VXQOHVVRWKHUZLVHVSHFLILFDOO\VWDWHG  3HUVRQQHO   &RQVXOWDQW DJUHHV WR DVVLJQ RQO\ FRPSHWHQW SHUVRQQHO DFFRUGLQJWRWKHUHDVRQDEOHDQGFXVWRPDU\VWDQGDUGVRIWUDLQLQJ DQGH[SHULHQFH LQWKHUHOHYDQWILHOGWRSHUIRUPVHUYLFHVXQGHUWKLV$JUHHPHQW )DLOXUHWRDVVLJQ VXFK FRPSHWHQW SHUVRQQHO VKDOO FRQVWLWXWH JURXQGV IRU WHUPLQDWL RQ RI WKLV $JUHHPHQW
7KHSD\PHQWPDGHWR&RQVXOWDQWSXUVXDQWWRWKLV$JUHHPHQWVKDOOEHWKHIXOODQG FRPSOHWHFRPSHQVDWLRQWRZKLFK&RQVXOWDQWDQG&RQVXOWDQW¶VRIILFHUVHPSOR\HHV DJHQWV DQG VXEFRQWUDFWRUV DUH HQWLWOHG IRU SHUIRUPDQFH RI DQ\ZRUN XQGHU WKLV $JUHHPHQW1HLWKHU&RQVXOWDQWQRU&RQVXOWDQW¶VRIILFHUVRUHPSOR\HHVDUHHQWLWOHG WR DQ\ VDODU\ RU ZDJHV RU UHWLUHPHQW KHDOWK OHDYH RU RWKHU I ULQJH EHQHILWV DSSOLFDEOHWRHPSOR\HHVRIWKH&LW\7KH&LW\ZLOOQRWPDNHDQ\IHGHUDORUVWDWHWD[ ZLWKKROGLQJVRQEHKDOIRI &RQVXOWDQW7KH&LW\VKDOOQRWEHUH TXLUHGWRSD\DQ\ ZRUNHUV¶FRPSHQVDWLRQLQVXUDQFHRQEHKDOIRI&RQVXOWDQW &RQVXOWDQWVKDOOSD\ZKHQDQGDVGXHDQ\DQGDOOWD[HVLQFXUU HGDVDUHVXOWRI &RQVXOWDQW¶V FRPSHQVDWLRQ KHUHX QGHU LQFOXGLQJ HVWLPDWHG WD[HV  DQG VKDOO SURYLGH&LW\ZLWKSURRIRIVXFKSD\PHQWVXSRQUHTXHVW  *HQHUDO 3URKLELWLRQ RQ $VVLJQPH QW RI &DO3(56 0HPEHUV DQG $QQXLWDQWV &RQVXOWDQW VKDOO QRW KLUH HPSOR\ RU XVH DV DQ HPSOR\HH VXEFRQWUDFWRU RUDJHQW RI &RQVXOWDQW
$VVLJQHG,QGLYLGXDO
 DQ\&DOLIRUQLD3XEOLF
(PSOR\PHQW 5HWLUHPHQW 6\VWHP
&DO3(56
PHPEHU RU DQQXLWDQW LQ FRQQHFWLRQ
ZLWKWKHSURYLVLRQRIVHUYLFHVXQGHUWKLV$JUHHPHQW1RUVKDOO&RQVXOWDQWDOORZDQ\ RI LWV VXEFRQWUDFWRUV DJHQWV RU RWKHU UHSUHVHQWDWLYHV WR HPSO R\ &DO3(56 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
PHPEHUVRUDQQXLWDQWVIRUWKHSXUSRVHRISHUIRUPLQJZRUNXQGHUWKLV$JUHHPHQW )DLOXUH WR FRPSO\ ZLWK WKH SURYLVLRQV RI WKLV VHFWLRQ VKDOO FRQVWLWXWH D PDWHULDO EUHDFKRI&RQVXOWDQW¶VREOLJDWLRQVXQGHUWKLV$JUHHPHQWDQGVKDOOEHJURXQGVIRU WHUPLQDWLRQ
7KH&LW\0DQDJHUDQGWKH+XPDQ5HVRXUFHV'LUHFWRUPD\WRJHWKHU DSSURYHDQ H[FHSWLRQ ZKLFK WKH\ GHWHUPLQH HLWKHU

L
 PHHWV WKH UHTXLUHPHQWV RI &DO3(56
UHODWLQJWR,QGHSHQGHQW&RQWUDFWRUV
RU
LL
ZKHUHVXFK$VVLJQHG,QGLYLGXDOZKRLV
DQ$QQXLWDQWKDVQRWDQGZLOOQRWH[FHHG
WRWDOKRXUVLQ DILVFDO\HDU
-XO\
WR-XQH
IRUDOO&DO3(56HPSOR\HUVFRPELQHGDQGVDWLVILHVDOORWKHU&DO3(56 DQQXLWDQW UHTXLUHPHQWV 1R $VVLJQHG ,QGLYLGXDO UHJDUGOHVV RI & DO3(56 PHPEHUVKLSDWWKHWLPHWKHODERULVSURYLGHGPD\H[FHHG KRXUVLQDILVFDO \HDU
-XO\WR-XQH

 &RQVXOWDQW1RW$JHQW ([FHSWDVDXWKRUL]HGXQGHUWKLV$JUHHPHQWRUDV &LW\PD\DXWKRUL]HLQDOHWWHURIDXWKRUL]DWLRQVLJQHGE\WKH&LW\0DQDJHURUKLVRU KHU GHVLJQHH &RQVXOWDQW VKDOO KDYH QR DXWKRULW\ H[SUHVV RU LPSOLHG WR DFW RQ EHKDOIRI&LW\LQDQ\FDSDFLW\ZKDWVRHYHUDVDQDJHQW&RQVXOW DQWVKDOOKDYHQR DXWKRULW\H[SUHVVRULPSOLHGXQGHUWKLV$JUHHPHQWWRELQG&L W\WRDQ\REOLJDWLRQ ZKDWVRHYHU
 7HUP 7KHWHUPRIWKLV$JUHHPHQWVKDOOFRPPHQFHRQ$SULODQ G VKDOOFRQWLQXHLQIXOOIRUFHDQGHIIHFWXQWLO0DUFK 
&LW\VKDOODWLWVGLVFUHWLRQKDYHWKHULJKWWRH[WHQGWKHWHU PRIWKLV$JUHHPHQWLQ LQWHUYDOV RI RQH \HDU E\ ZULWWHQ QRWLFH WR &RQVXOWDQW  7KH WRWDO GXUDWLRQ RI WKLV $JUHHPHQW LQFOXGLQJ WKH H[HUFLVH RI DQ\ RSWLRQV XQGHU WKLV VHFWLRQ VKDOO QRW H[FHHGILYH

\HDUV
,IWKHWHUPRIWKLV$JUHHPHQWH[WHQGVLQWRILVFDO\HDUVVXEVHTXHQWWRWKDWLQZKLFK LW LV DSSURYHG VXFK FRQWLQXDWLRQ RI WKH $JUHHPHQW LV FRQWLQJHQ W RQ WKH DSSURSULDWLRQRIIXQGVIRUVXFKSXUSRVHE\WKH&LW\&RXQFLORI WKH&LW\RI9DOOHMR ,IIXQGVWRHIIHFWVXFKFRQWLQXHGSD\PHQWDUHQRWDSSURSULDWHG&RQVXOWDQWDJUHHV WR WHUPLQDWH DQ\ VHUYLFHV VXSSOLHG WR &LW\ RI 9DOOHMR XQGHU WKLV $JUHHPHQW DQG UHOLHYH&LW\RIDQ\IXUWKHUREOLJDWLRQWKHUHIRUH
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
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
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
'RFXPHQWVVXEPLWWHGWRWKH&LW\LQHOHFWURQLFIRUPDWVKDOOEHIRUPDWWHGDFFRUGLQJ WR VSHFLILFDWLRQV SURYLGHG E\ WKH &LW\ RU LI QRW RWKHUZLVH VSHFLILHG LQ 0LFURVRIW :RUG ([FHO 3RZHU3RLQW RU RWKHU 0LFURVRIW 2IILFH 6XLWH 
 IRUPDW DV
DSSURSULDWHIRUWKHSDUWLFXODUZRUNSURGXFWRULIGLUHFWHGE\WKH&LW\5HSUHVHQWDWLYH LQ$GREH$FUREDW3')IRUPDW
 &RRSHUDWLRQE\&LW\ &LW\VKDOOWRWKHH[WHQWUHDVRQDEOHDQGSUDFWLFDEOH DVVLVWDQGFRRSHUDWHZLWK&RQVXOWDQWLQWKHSHUIRUPDQFHRI&RQV XOWDQW¶VVHUYLFHV KHUHXQGHU
 $VVLJQPHQW DQG 6XEFRQWUDFWLQJ   &RQVXOWDQW VKDOO QRW VXEFRQWUDFW DVVLJQRUWUDQVIHUYROXQWDULO\RULQYROXQWDULO\DQ\RILWVULJK WVGXWLHVRUREOLJDWLRQ XQGHUWKLV$JUHHPHQWZLWKRXWWKHH[SUHVVZULWWHQFRQVHQWRIWKH &LW\0DQDJHURU KLVRUKHUGHVLJQHHLQHDFKLQVWDQFH$Q\DWWHPSWHGRUSXUSRUW HGDVVLJQPHQWRI DQ\ULJKWGXW\RUREOLJDWLRQXQGHUWKLV$JUHHPHQWZLWKRXWVDLG FRQVHQW VKDOOEH YRLGDQGRIQRHIIHFW
,IVXEFRQWUDFWLQJRIZRUNLVSHUPLWWHG&RQVXOWDQWVKDOOSD\LWVVXEFRQWUDFWRUZLWKLQ WHQ

GD\VRIUHFHLSWRISD\PHQWE\&LW\IRUZRUNSHUIRUPHGE\DVXEFRQWUDFWRU DQGELOOHGE\WKH&RQVXOWDQW8VHRIWKHWHUPVXEFRQWUDFWRULQDQ\RWKHUSURYLVLRQ RIWKLVFRQWUDFWVKDOOQRWEHFRQVWUXHGWRLPSO\DXWKRUL]DWLRQ IRU&RQVXOWDQWWRXVH VXEFRQWUDFWRUVIRUSHUIRUPDQFHRIDQ\VHUYLFHXQGHUWKLV$JUHHPHQW 7KH &LW\ LV DQ LQWHQGHG EHQHILFLDU\ RI DQ\ ZRUN SHUIRUPHG E\ &R QVXOWDQW¶V 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
VXEFRQWUDFWRU IRU SXUSRVHV RI HVWDEOLVKLQJ D GXW\ RI FDUH EHWZH HQ WKH VXEFRQWUDFWRUDQG&LW\
$Q\VXEFRQWUDFWRURUDVVLJQHHFRQVHQWHGWRE\&LW\VKDOOEHERX QGE\DOOWHUPV DQG FRQGLWLRQV RI WKLV DJUHHPHQW DQG WKH VDPH VKDOO EH LQFRUSRUDWHG LQWR DQG PDGHDSDUWRIDQ\DVVLJQPHQWRUVXEFRQWUDFWRUDJUHHPHQW  6XFFHVVRUV DQG $VVLJQV   $OO WHUPV FRQGLWLRQV DQG SURYLVLRQV RI WKLV $JUHHPHQWVKDOODSSO\WRDQGELQGWKHUHVSHFWLYHKHLUVH[HFXWRUVDGPLQLVWUDWRUV VXFFHVVRUVDQGDVVLJQVRIWKHSDUWLHV1RWKLQJLQWKLVVHFWLRQLVLQWHQGHGWRDIIHFW WKHOLPLWDWLRQRQDVVLJQPHQW
 1RQ'LVFULPLQDWLRQ)DLU (PSOR\PHQW3UDFWLFHV

D
&RQVXOWDQWVKDOOQRWEHFDXVH RIUDFHUHOLJLRXVFUHHGFROR UVH[QDWLRQDO RULJLQDO DQFHVWU\ GLVDELOLW\ P HGLFDO FRQGLWLRQ DJH PDULWDO  VWDWXV RU VH[XDO RULHQWDWLRQ RI DQ\ SHUVRQ UHIXVH WR KLUH RU HPSOR\ RU WR EDURU GLVFKDUJH IURP HPSOR\PHQW RU WR GLVFULPLQDWH LQ FRPSHQVDWLRQ RU LQ WHUPV FR QGLWLRQV RU SULYLOHJHV DQ\ SHUVRQ DQG HYHU\ HPSOR\HH ZLOO UHFHLYH HTXDO RS SRUWXQLW\ IRU HPSOR\PHQWDQGVKDOOEHJUDQWHGHTXDOWUHDWPHQWZLWKUHVSHFWWR FRPSHQVDWLRQ WHUPV FRQGLWLRQV RU RWKHU SULYLOHJHV RI HPSOR\PHQW ZLWKRXW UHJDUG WR KLV UDFH UHOLJLRXVFUHHGFRORUVH[QDWLRQDORULJLQDQFHVWU\RUGLVDELOLW\PHGLFDOFRQGLWLRQ DJHPDULWDOVWDWXVRUVH[XDORULHQWDWLRQ
&RQVXOWDQWZDUUDQWVDQGUHSUHVHQWVLWLVDQHTXDORSSRUWXQLW\HPSOR\HUDQGDJUHHV LWVKDOOQRWGLVFULPLQDWHRQWK HEDVLVRIUDFHUHOLJLRXVFUHHG FRORUVH[QDWLRQDO RULJLQ DQFHVWU\ GLVDELOLW\ PHGLFDO FRQGLWLRQ DJH PDULWDO V WDWXV RU VH[XDO RULHQWDWLRQ LQ WKH VHOHFWLRQ DQG UHWHQWLRQ RI HPSOR\HHV VXEFRQ WUDFWRUV RU SURFXUHPHQWRIPDWHULDOVRUHTXLSPHQW
,QDOOVROLFLWDWLRQVHLWKHUE\FRPSHWLWLYHELGGLQJRUQHJRWLDWLRQVPDGHE\&RQVXOWDQW IRU ZRUN WR EH SHUIRUPHG XQGHU DQ\ VXEFRQWUDFW LQFOXGLQJ SURFX UHPHQW RI PDWHULDOVRUHTXLSPHQWHDFKSRWHQWLDOVXEFRQWUDFWRURUVXSSOLH UVKDOOEHQRWLILHG E\ &RQVXOWDQW RI &RQVXOWDQW¶V REOLJDWLRQ XQGHU WKLV $JUHHPHQW U HODWLYH WR QRQGLVFULPLQDWLRQDQGIDLUHPSOR\PHQWSUDFWLFHV
&RQVXOWDQWVKDOOLQFOXGHWKHDERYHSURYLVLRQVRIWKLVVHFWLRQLQHYHU\VXEFRQWUDFW LQFOXGLQJSURFXUHPHQWRIPDWHULDOVRUHTXLSPHQW

E
&RQVXOWDQWDJUHHVWRFRPSO\ ZLWK7LWOH9,,RIWKH&LYLO5LJKWV$FWRI DV
DPHQGHG WKH &DOLIRUQLD )DLU (PSOR\PHQW 3UDFWLFHV $FW WKH $PHU LFDQV ZLWK 'LVDELOLWLHV$FWRI

DQ\RWKHUDSSOLFDEOHIHGHUDODQGVWDWHODZVDQGUHJXODWLRQV DQG&LW\RUGLQDQFHVDQGUHJXODWLRQVKHUHLQDIWHUHQDFWHG  1RWLFHV $OOQRWLFHVRULQVWUXPHQWVUHTXLUHGWREHJLYHQRUGHOLYHUHGE\ODZ RUWKLV$JUHHPHQWVKDOOEHLQZULWLQJDQGVKDOOEHHIIHFWLYHXSRQUHFHLSWWKHUHRIDQG 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
VKDOO EH E\ SHUVRQDO VHUYLFH RU GHOLYHUHG E\ GHSRVLWLQJ WKH VDPH LQ DQ\ 8QLWHG 6WDWHV3RVW2IILFHUHJLVWHUHGRUFHUWLILHGPDLOSRVWDJHSUHSDLGDGGUHVVHGWR 
,IWR&LW\

1DYHHG$VKUDI
&,2 ,7'LUHFWRU
6DQWD&ODUD6WUHHW
9DOOHMR&$


,IWR&RQVXOWDQW

0DUN/DWLPHU
3UHVLGHQW &(2
5HGZRRG:D\6XLWH&
3HWDOXPD&$


$Q\SDUW\PD\FKDQJHLWVDGGUHVVIRUUHFHLYLQJQRWLFHVE\JLYLQ JZULWWHQQRWLFHRI VXFKFKDQJHWRWKHRWKHUSDUW\LQDFFRUGDQFHZLWKWKLVVHFWLRQ 5RXWLQH DGPLQLVWUDWLYH FRPPXQLFDWLRQV VKDOO EH PDGH SXUVXDQW WR VHFWLRQ  RI ([KLELW$
 ,QWHJUDWLRQ &ODXVH  7KLV $JUHHPHQW LQFOXGLQJ DOO ([KLELWV FRQWDLQV WKH HQWLUH DJUHHPHQW EHWZHHQ WKH SDUWLHV DQG VXSHUVHGHV ZKDWHYHU RUDO RU ZULWWHQ XQGHUVWDQGLQJWKH\PD\KDYHKDGSULRUWRWKHH[HFXWLRQRIWKLV $JUHHPHQW7KLV $JUHHPHQW VKDOO QRW EH DPHQGHG RU PRGLILHG H[FHSW E\ D ZULWWHQ DJUHHPHQW H[HFXWHGE\HDFKRIWKHSDUWLHVKHUHWR
 6HYHUDELOLW\ &ODXVH  6KRXOG DQ\ SURYLVLRQ RI WKLV $JUHHPHQW HYHU EH GHHPHGWREHOHJDOO\YRLGRUXQHQIRUFHDEOHDOOUHPDLQLQJSURYLVLRQVVKDOOVXUYLYH DQGEHHQIRUFHDEOH
 /DZ*RYHUQLQJ 7KLV$JUHHPHQWVKDOOLQDOOUHVSHFWVEHJRYHUQHGE\WKH ODZRIWKH6WDWHRI&DOLIRUQLD
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
 $PELJXLW\ 7KHSDUWLHVDFNQRZOHGJHWKDWWKLVLVDQHJRWLDWHGDJUHHPHQW WKDW WKH\ KDYH KDG WKH RSSRUWXQLW\ WR KDYH WKLV $JUHHPHQW UHYLHZHG E\ WKHLU UHVSHFWLYHOHJDOFRXQVHODQGWKDWWKHWHUPVDQGFRQGLWLRQVRIWKLV$JUHHPHQWDUH QRWWREHFRQVWUXHGDJDLQVWDQ\SDUW\RQWKHEDVLVRIVXFKSDUW \¶VGUDIWVPDQVKLS 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJH
RI
WKHUHRI

 *HQGHU $OOSURQRXQVDQGDQ\YDULDWLRQVWKHUHRIVKDOOEHGHHPHGWRUH IHU WRWKHPDVFXOLQHIHPLQLQHQHXWHUVLQJXODURUSOXUDODVWKH LGHQWLILFDWLRQVRIWKH SHUVRQRUSHUVRQVILUPRUILUPVFRUSRUDWLRQRUFRUSRUDWLRQVPD\UHTXLUH  +HDGLQJV 7KHVHFWLRQKHDGLQJVFRQWDLQHGLQWKLV$JUHHPHQWDUHLQVHUWHG IRUFRQYHQLHQFHRQO\DQGVKDOOQRWDIIHFWLQDQ\ZD\WKHPHDQLQJRULQWHUSUHWDWLRQ RIWKLV$JUHHPHQW
 &RPSOLDQFH ZLWK /DZV   &RQVXOWDQW ZLOO FRPSO\ ZLWK DOO VWDWXWHV UHJXODWLRQV DQG RUGLQDQFHV LQ WKH SHUIRUPDQFH RI DOO VHUYLFHV X QGHU WKLV $JUHHPHQW
 &RQILGHQWLDOLW\RI&LW\,QIRUPDWLRQ 'XULQJWKHSHUIRUPDQFHRIVHUYLFHV XQGHU WKLV $JUHHPHQW &RQVXOWDQW PD\ JDLQ DFFHVV WR DQG XVH &LW\ LQIRUPDWLRQ UHJDUGLQJEXWQRWOLPLWHGWRSURFHGXUHVSROLFLHVWUDLQLQJ RSHUDWLRQDOSUDFWLFHV DQGRWKHUYLWDOLQIRUPDWLRQ
KHUHDIWHUFROOHFWLYHO\UHIHUUHGWR DV³&LW\,QIRUPDWLRQ´

ZKLFKDUHYDOXDEOHVSHFLDODQGXQLTXHDVVHWVRIWKH&LW\&RQVXOWDQWDJUHHVWKDW LWZLOOQRWXVHDQ\LQIRUPDWLRQREWDLQHGDVDFRQVHTXHQFHRIWK HSHUIRUPDQFHRI VHUYLFHV XQGHU WKLV $JUHHPHQW IRU DQ\ SXUSRVH RWKHU WKDQ IXOILO OPHQW RI &RQVXOWDQW¶VVFRSHRIZRUNWRSURWHFWDOO&LW\,QIRUPDWLRQDQ GWUHDWLWDVVWULFWO\ FRQILGHQWLDODQGSURSULHWDU\WR&LW\DQGWKDWLWZLOOQRWDWDQ\WLPHHLWKHUGLUHFWO\RU LQGLUHFWO\GLYXOJHGLVFORVHRUFRPPXQLFDWHLQDQ\PDQQHUDQ\&LW\,QIRUPDWLRQWR DQ\WKLUGSDUW\RWKHUWKDQLWVRZQHPSOR\HHVDJHQWVRUVXEFRQWUDFWRUVZKRKDYH D QHHG IRU WKH &LW\ ,QIRUPDWLRQ IRU WKH SHUIRUPDQFH RI VHUYLFHV  XQGHU WKLV $JUHHPHQWZLWKRXWWKHSULRUZULWWHQFRQVHQWRI&LW\RUDVUHTXLUHGE\ODZ &RQVXOWDQW VKDOO WUHDW DOO UHFRUGV DQG ZRUN SURGXFW SUHSDUHG RU PDLQWDLQHG E\ &RQVXOWDQWLQWKHSHUIRUPDQFHRIWKLV$JUHHPHQWDVFRQILGHQWLDO $ YLRODWLRQ E\ &RQVXOWDQW RI WKLV VHFWLRQ VKDOO EH D PDWHULDO Y LRODWLRQ RI WKLV $JUHHPHQWDQGZLOOMXVWLI\OHJDODQGRUHTXLWDEOHUHOLHI &RQVXOWDQW¶VREOLJDWLRQVXQGHUWKLVVHFWLRQVKDOOVXUYLYHWKHFRPSOHWLRQRIVHUYLFHV H[SLUDWLRQRUWHUPLQDWLRQRIWKLV$JUHHPHQW
 1HZVDQG,QIRUPDWLRQ5HOHDVH &RQVXOWDQWDJUHHVWKDWLWZLOOQRWLVVXH DQ\QHZVUHOHDVHVLQFRQQHFWLRQZLWKHLWKHUWKHDZDUGRIWKLV$ JUHHPHQWRUDQ\ VXEVHTXHQWDPHQGPHQWRIRUHIIRUWVXQGHUWKLV$JUHHPHQWZLWKRX WILUVWREWDLQLQJ UHYLHZ DQG DSSURYDO RI VDLG QHZV UHOHDVHV IURP &LW\ WKURXJK WKH & L W \ 5HSUHVHQWDWLYH
 &LW\5HSUHVHQWDWLYH 7KH&LW\5HSUHVHQWDWLYHVSHFLILHGLQ([KLELW$RUWKH UHSUHVHQWDWLYH¶VGHVLJQHHVKDOODGPLQLVWHUWKLV$JUHHPHQWIRUWKH&LW\ 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
 &RXQWHUSDUWV   7KH SDUWLHV PD\ H[HFXWH WKLV $JUHHPHQW LQ RQH RU PRUH FRXQWHUSDUWVHDFKRIZKLFKVKDOOEHGHHPHGDQRULJLQDOEXWDO ORIZKLFKWRJHWKHU VKDOOEHGHHPHGRQHDQGWKHVDPHLQVWUXPHQW
 )DFVLPLOH 6LJQDWXUH
 (OHFWURQLF 6LJQDWXUH   7KLV $JUHHPHQW VKDOO EH ELQGLQJXSRQWKHUHFHLSWRIIDFVLPLOHVLJQDWXUHVRUHPDLOHGE\ 3')RURWKHUZLVH $Q\ SHUVRQ WUDQVPLWWLQJ KLV RU KHU VLJQDWXUH E\ IDFVLPLOH RU HOHFWURQLFDOO\ VKDOO SURPSWO\ VHQG DQ RULJLQDO VLJQDWXUH WR WKH RWKHU SDUW\ SXUVXDQW  WR WKH QRWLFH SURYLVLRQ RI WKLV $JUHHPHQW  7KH IDLOXUH WR VHQG DQ RULJLQDO VKDOO QRW DIIHFW WKH ELQGLQJQDWXUHRIWKLV$JUHHPHQW
 $XWKRULW\  7KH SHUVRQ VLJQLQJ WKLV $JUHHPHQW IRU &RQVXOWDQW KHUHE\ UHSUHVHQWVDQGZDUUDQWVWKDWKHVK HLVIXOO\DXWKRUL]HGWRVLJQ WKLV$JUHHPHQWRQ EHKDOIRI&RQVXOWDQW
 ([KLELWV  7KH IROORZLQJ H[KLELWV DUH DWWDFKHG KHUHWR DQG LQFRUSRUDWHG KHUHLQE\UHIHUHQFH

([KLELW$HQWLWOHG³6FRSHRI:RUN´LQFOXGLQJDQ\DWWDFKPHQWV ([KLELW%HQWLWOHG³&RPSHQVDWLRQ´LQFOXGLQJDQ\DWWDFKPHQWV ([KLELW&HQWLWOHG³,QVXUDQFH5HTXLUHPHQWV´LQFOXGLQJDWWDFKPHQWV >6,*1$785(621)2//2:,1*3$*(@
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
,1:,71(66:+(5(2)WKHSDUWLHVKDYHH[HFXWHGWKLV$JUHHPHQWRQ WKHGD\ DQG\HDUVKRZQEHORZWKHQDPHRIHDFKRIWKHSDUWLHV
0$5./$7,0(5 $662&,$7(6
,1&
D&DOLIRUQLDFRUSRUDWLRQ
%\
BBBBBBBBBBBBBBBBBBBB
0DUN/DWLPHU
3UHVLGHQW &(2
'$7(
BBBBBBBBBBBBBBBBBB

&LW\6HDO

&,7<2)9$//(-2
DPXQLFLSDOFRUSRUDWLRQ
%\

BBBBBBBBBBBBBBBBBBBB
$QGUHZ0XUUD\
&LW\0DQDJHU
'$7(
BBBBBBBBBBBBBBBBBB
$77(67

%\

'DZQ*$EUDKDPVRQ
&LW\&OHUN
$33529('$672)250

%\
BBBBBBBBBBBBBBBBBBBBIRU
9HURQLFD$)1HEE
&LW\$WWRUQH\
$33529('$672,1685$1&(

%\
BBBBBBBBBBBBBBBBBBBB
$UPRQG6DUNLV
5LVN0DQDJHU
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('








&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW

 3DJH RI
([KLELW$±6FRSHRI:RUN 
(;+,%,7$

6&23(2):25.

 5HSUHVHQWDWLYHV 7KH&LW\5HSUHVHQWDWLYHIRUWKLV$JUHHPHQWLV 

1DYHHG$VKUDI
 &KLHI,QQRYDWLRQ2IILFHU ,7'LUHFWRU
 ,QIRUPDWLRQ7HFKQRORJ\'HSDUWPHQW
 6DQWD&ODUD6WUHHW
 9DOOHMR&$



1DYHHG$VKUDI#FLW\RIYDOOHMRQHW

 7KH&RQVXOWDQW¶V5HSUHVHQWDWLYHIRUWKLV$JUHHPHQWLV 

0DUN/DWLPHU
 3UHVLGHQW &(2
 &RGD$XGLR9LVXDO
 5HGZRRG:D\6XLWH&
 3HWDOXPD&$





$OOURXWLQHDGPLQLVWUDWLYHFRPPXQLFDWLRQVEHWZHHQWKHSDUWLHVZLOOEHEHWZHHQWKH DERYHQDPHG UHSUHVHQWDWLYHV DQG PD\ EH E\ SHUVRQDO GHOLYHU\ PDLO IDFVLPLOH WUDQVPLVVLRQRUHOHFWURQLFPDLODVDJUHHGEHWZHHQWKH&RQVXOWDQW5HSUHVHQWDWLYH DQG&LW\¶V5HSUHVHQWDWLYH

 6HUYLFHVWREH3URYLGHG 7KHVHUYLFHVSURYLGHGVKDOOEHDVIROORZV 

‡ $9 8SJUDGHV LQ WKH &RXQFLO &KDPEHUV WR DFFRPPRGDWH IRU WUDQVODWLRQDQGFORVHFDSWLRQLQJVHUYLFHV
‡ 1HZTXHXLQJV\VWHPPRQLWRUVHWXSLQWKHFKDPEHUV
‡ 0RYHWKHVWDIISUHVHQWDWLRQFRPSXWHUWRWKHQHZGDLV ‡ 3URYLGH D SUHYHQWDWLYH PDLQWHQDQFH FKHFN RQ DOO EURDGFDVW HTXLSPHQWDWOHDVWRQFHSHU\HDU

 7LPHIRU3HUIRUPDQFH &RQVXOWDQWZLOOFRPSOHWHDOOVHUYLFHVE\0DUFK 


 1R6HW:RUN+RXUV &RQVXOWDQWVKDOOEHVROHO\UHVSRQVLEOHIRUGHWHUPLQLQJ WKH ZRUNLQJ KRXUV RI LWV LQGLYLGXDO SHUVRQQHO HPSOR\HHV DJHQW V DQG UHSUHVHQWDWLYHVZLWKLQWKHOLPLWDWLRQVRWKHUZLVHSURYLGHGLQWKLV$JUHHPHQW 

'RFXVLJQ(QYHORSH,'
$&)'
&&)((('


&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW

 3DJH RI
([KLELW$±6FRSHRI:RUN 

'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
([KLELW%&RPSHQVDWLRQ
(;+,%,7%
&203(16$7,21
 &RQVXOWDQW¶V&RPSHQVDWLRQ
$ 6HUYLFHV
&LW\DJUHHVWRSD\&RQVXOWDQWDWWKHUDWH
V
VSHFL ILHGEHORZIRU
WKRVH VHUYLFHV VHW IRUWK LQ ([KLELW $ RI WKLV $JUHHPHQW DQG IRU DOO DXWKRUL]HG UHLPEXUVDEOH H[SHQVHV IRU D WRWDO QRW WR H[FHHG 1LQHW\ 7KRXVDQG 'ROODUV DQG =HUR&HQWV



&RQVXOWDQW VKDOO QRWLI\ &LW\ LQ ZULWLQJ QR ODWHU WKDQ WKLUW\ 
 GD\V SULRU WR WKH
HVWLPDWHG GDWH ZKHQ &RQVXOWDQW ZLOO KDYH ELOOHG &LW\ WKH PD[LPX P SD\PHQW DPRXQWSHUPLWWHGXQGHUWKLV$JUHHPHQWDQG&RQVXOWDQWVKDOOSURYLGH&LW\ZLWKDQ HVWLPDWHRIWKHDGGLWLRQDOFRPSHQVDWLRQUHTXLUHGWRFRPSOHWHWKHSURMHFW % $GGLWLRQDO6HUYLFHV

 $GGLWLRQDO 6HUYLFHV DUH WKRVH VHUYLFHV UHODWHG WR WKH VFRSH R I 6HUYLFHVRI&RQVXOWDQWDVVHWIRUWKLQ([KLELW$EXWQRWDQWLFL SDWHGDWWKHWLPHRI H[HFXWLRQRIWKLV$JUHHPHQW$GGLWLRQDO6HUYLFHVVKDOOEHSURY LGHGRQO\ZKHQD 6XSSOHPHQWDO$JUHHPHQWDXWKRUL]LQJVXFK$GGLWLRQDO6HUYLFHVLVDSSURYHGE\WKH &LW\ 0DQDJHU RU KLV RU KHU GHVLJQHH  &LW\ UHVHUYHV WKH ULJKWWR SHUIRUP DQ\ $GGLWLRQDO6HUYLFHVZLWKLWVRZQVWDIIRUWRUHWDLQRWKHU&RQVXOWDQWVWRSHUIRUPVDLG $GGLWLRQDO6HUYLFHV
 &RQVXOWDQW¶VFRPSHQVDWLRQIRU$GGLWLRQDO6HUYLFHVVKDOOEHED VHGRQ WKH WRWDO QXPEHU RI KRXUV VSHQW RQ $GGLWLRQDO 6HUYLFHV PXOWLSOL HG E\ WKH HPSOR\HHV¶DSSURSULDWHELOODEOHKRXUO\UDWHDVHVWDEOLVKHGEHORZ&LW\DWLWVRSWLRQ PD\QHJRWLDWHDIL[HGIHHIRUVRPHRUDOO$GGLWLRQDO6HUYLFHVD VWKHQHHGDULVHV :KHUH D IL[HG IHH IRU $GGLWLRQDO 6HUYLFHV LV HVWDEOLVKHG E\ PXWXDO $JUHHPHQW EHWZHHQ &LW\ DQG &RQVXOWDQW FRPSHQVDWLRQ WR &RQVXOWDQW VKDOO QRW H[FHHG WKH IL[HGIHHDPRXQW
 &RQVXOWDQW¶V5HLPEXUVDEOH([SHQVHV 5HLPEXUVDEOH([SHQVHVVKDOOEH OLPLWHG WR DFWXDO UHDVRQDEOH H[SHQGLWXUHV RI &RQVXOWDQW IRU H[SHQVHV WKDW DUH QHFHVVDU\IRUWKHSURSHUFRPSOHWLRQRIWKH6HUYLFHVDQGVKDOOR QO\EHSD\DEOHLI VSHFLILFDOO\DXWKRUL]HGLQDGYDQFHE\&LW\
 3D\PHQWVWR&RQVXOWDQW
$ 3D\PHQWVWR&RQVXOWDQWVKDOOEHPDGHZLWKLQDUHDVRQDEOHWLPH DIWHUUHFHLSW RI &RQVXOWDQW¶V LQYRLFH VDLG SD\PHQWV WR EH PDGH LQ SURSRUWLRQ  WR VHUYLFHV SHUIRUPHG&RQVXOWDQWPD\UHTXHVWSD\PHQWRQDPRQWKO\EDVLV&RQVXOWDQWVKDOO EHUHVSRQVLEOHIRUWKHFRVWRIVXSSO\LQJDOOGRFXPHQWDWLRQQHFH VVDU\WRYHULI\WKH 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('


&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
([KLELW%&RPSHQVDWLRQ
PRQWKO\ELOOLQJVWRWKHVDWLVIDFWLRQRI&LW\

% $OOLQYRLFHVVXEPLWWHGE\&RQVX OWDQWVKDOOFRQWDLQWKHIROORZLQJLQIRUPDWLRQ 

 'HVFULSWLRQRIVHUYLFHVELOOHGXQGHUWKLVLQYRLFH
 'DWHRI,QYRLFH,VVXDQFH
 6HTXHQWLDO,QYRLFH1XPEHU
 &LW\¶V3XUFKDVH2UGHU1XPEHU
LILVVXHG

 6RFLDO6HFXULW\1XPEHURU7D[SD\HU,GHQWLILFDWLRQ1XPEHU  $PRXQWRIWKLV,QYRLFH
,WHPL]HDOO5HLPEXUVDEOH([SHQVHV´

 7RWDO%LOOHGWR'DWH

& ,WHPV VKDOO EH VHSDUDWHG LQWR 6HUYLFHV DQG 5HLPEXUVDEOH ([SH QVHV %LOOLQJV WKDW GR QRW FRQIRUP WR WKH IRUPDW RXWOLQHG DERYH VKDOO EH UHWXUQHG WR &RQVXOWDQWIRUFRUUHFWLRQ&LW\VKDOOQRWEHUHVSRQVLEOHIRUG HOD\VLQSD\PHQWWR &RQVXOWDQW UHVXOWLQJ IURP &RQVXOWDQW¶V IDLOXUH WR FRPSO\ ZLWK WKH LQYRLFH IRUPDW GHVFULEHGDERYH

' 5HTXHVWIRUSD\PHQWVKDOOEHVHQWWR


1DYHHG$VKUDI
&KLHI,QQRYDWLRQ2IILFHU ,7'LUHFWRU
,QIRUPDWLRQ7HFKQRORJ\'HSDUWPHQW
6DQWD&ODUD6WUHHW
9DOOHMR&$



 $FFRXQWLQJ5HFRUGVRI&RQVXOWDQW &RQVXOWDQWVKDOOPDLQWDLQIRUWKUHH


 \HDUV DIWHU FRPSOHWLRQ RI DOO VHUYLFHV KHUHXQGHU DOO UHFRU GV XQGHU WKLV $JUHHPHQWLQFOXGLQJEXWQRWOLPLWHGWRUHFRUGVRI&RQVXOWDQW¶VGLUHFWVDODU\FRVWV IRU DOO 6HUYLFHV DQG $GGLWLRQDO 6HUYLFHV SHUIRUPHG XQGHU WKLV $ JUHHPHQW DQG UHFRUGV RI &RQVXOWDQW¶V 5HLPEXUVDEOH ([SHQVHV LQ DFFRUGDQFH ZLWK JHQHUDOO\ DFFHSWHGDFFRXQWLQJSUDFWLFHV&RQVXOWDQWVKDOONHHSVXFKUHFR UGVDYDLODEOHIRU DXGLWLQVSHFWLRQDQGFRS\LQJE\UHSUHVHQWDWLYHVRIWKH&LW\¶V)LQDQFH'HSDUWPHQW RURWKHUJRYHUQPHQWDJHQFLHVGXULQJUHJXODUEXVLQHVVKRXUVXSRQWZHQW\IRXU 

KRXUV¶QRWLFH

7KHREOLJDWLRQVRI&RQVXOWDQWXQGHUWKLVVHFWLRQVKDOOVXUYLYHWKLV$JUHHPHQW 
 7D[HV &RQVXOWDQWVKDOOSD\ZKHQDQGDVGXHDQ\DQGDOOWD[HVLQFXUU HG DV D UHVXOW RI &RQVXOWDQW¶V FRPSHQVDWLRQ KHUHXQGHU LQFOXGLQJ HVWLPDWHG WD[HV DQGVKDOOSURYLGH&LW\ZLWKSURRIRIVXFKSD\PHQWVXSRQUHTXHVW 
 7D[SD\HU ,GHQWLILFDWLRQ 1XPEHU   &RQVXOWDQW VKDOO SURYLGH &LW\ ZLWK &RQVXOWDQW¶V FRPSOHWH 5HTXHVW IRU 7D[SD\HU ,GHQWLILFDWLRQ 1XPEH U DQG &HUWLILFDWLRQ)RUP:
DVLVVXHGE\WKH,QWHUQDO5HYHQXH6HUYLFHDQGDQ\RWKHU 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('


&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
([KLELW%&RPSHQVDWLRQ
6WDWHRUORFDOWD[LGHQWLILFDWLRQQXPEHUUHTXHVWHGE\&LW\ 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('


&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
([KLELW&±,QVXUDQFH5HTXLUHPHQWV
(;+,%,7&

,1685$1&(5(48,5(0(176

&RQVXOWDQWVKDOOSURFXUHDQGPDLQWDLQIRUWKHGXUDWLRQRIWKLV$JUHHPHQWLQFOXGLQJ DQ\ H[WHQVLRQV WKHUHWR LQVXUDQFH DJDLQVW FODLPV IRU LQMXULHV W R SHUVRQV RU GDPDJHVWRSURSHUW\ZKLFKPD\DULVHIURPRULQFRQQHFWLRQZLWK WKHSHUIRUPDQFH RI VHUYLFHV KHUHXQGHU E\ WKH &RQVXOWDQW WKHLU DJHQWV UHSUHVHQ WDWLYHV RU HPSOR\HHVRUVXEFRQWUDFWRUV

 0LQLPXP6FRSHRI,QVXUDQFH&RYHUDJHVKDOOEHDWOHDVWDVEURDGDV 

$ ,QVXUDQFH6HUYLFHV2IILFHIRUPQXPEHU*/FRYHULQJ&RPSU HKHQVLYH *HQHUDO /LDELOLW\ DQG ,QVXUDQFH 6HUYLFHV 2IILFH IRUP QXPEHU */ FRYHULQJ %URDG )RUP &RPSUHKHQVLYH *HQHUDO /LDELOLW\
 RU ,QVXUDQFH 6HUYLF HV 2IILFH
&RPPHUFLDO*HQHUDO/LDELOLW\FRYHUDJH
RFFXUUHQFHIRUP&*



% ,QVXUDQFH 6HUYLFHV 2IILFH IRUP QXPEHU &$  FRYHULQJ $XWRP RELOH /LDELOLW\FRGHDQ\DXWRDQGHQGRUVHPHQW&$

& :RUNHUV¶ &RPSHQVDWLRQ LQVXUDQFH DV UHTXLUHG E\ WKH 6WDWH RI &DOLIRUQLD DQG(PSOR\HU¶V/LDELOLW\,QVXUDQFH

' 3URIHVVLRQDO/LDELOLW\LQVXUDQFHDSSURSULDWHWRWKH&RQVXOWD QW¶VSURIHVVLRQ

(UURUVDQG2PLVVLRQ


 0LQLPXP /LPLWV RI ,QVXUDQFH  &RQVXOWDQW VKDOO PDLQWDLQ OLPLWV QR OHVV WKDQ


$ *HQHUDO /LDELOLW\
   SHU RFFXUUHQFH IRU ERGLO\ LQMXU\ SHUVRQDO LQMXU\DQGSURSHUW\GDPDJH,I&RPPHUFLDO*HQHUDO/LDELOLW\, QVXUDQFHRURWKHU IRUPZLWKDJHQHUDODJJUHJDWHOLPLWLVXVHGHLWKHUWKHJHQHUDODJJUHJDWHOLPLWVKDOO DSSO\VHSDUDWHO\WRWKLVSURMHFWORFDWLRQRUWKHJHQHUDODJJUHJDWHOLPLWVKDOOEHWZLFH WKHUHTXLUHGRFFXUUHQFHOLPLW

% $XWRPRELOH/LDELOLW\
SHUDFFLGHQWIRUERGLO\LQ MXU\DQGSURSHUW\ GDPDJH

& :RUNHUV¶&RPSHQVDWLRQDQG(P SOR\HU¶V/LDELOLW\
SHUDFFLGHQW
IRU ERGLO\ LQMXU\ RU GLVHDVH  ,I &RQVXOWDQW LV QRW VXEMHFW WR&DOLIRUQLD :RUNHUV¶ &RPSHQVDWLRQ UHTXLUHPHQWV &RQVXOWDQW VKDOO ILOH D FRPSOHWHG FH UWLILFDWH RI H[HPSWLRQ IRUP ZKLFK PD\ EH REWDLQHG IURP WKH &LW\ SULRU WR FRPPHQFLQJ DQ\ DFWLYLW\DXWKRUL]HGKHUHXQGHU

'RFXVLJQ(QYHORSH,'
$&)'
&&)((('


&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
([KLELW&±,QVXUDQFH5HTXLUHPHQWV
' 3URIHVVLRQDO/LDELOLW\
(UURUVDQG2PLVVLRQ

FR PELQHGVLQJOH
OLPLWSHURFFXUUHQFHDQGDQQXDODJJUHJDWH

 'HGXFWLEOHDQG6HOI,QVXUHG5HWHQWLRQ $Q\GHGXFWLEOHVRUVHOILQVXUHG UHWHQWLRQPXVWEHGHFODUHGWRDQGDSSURYHGE\WKH&LW\$WWKHRSWLRQRIWKH&LW\ HLWKHU
 WKH LQVXUHU VKDOO UHGXFH RU HOLPLQDWH VXFK GHGXFWLEOHV RU VHOILQVXUHG UHWHQWLRQ DV UHVSHFWV WKH &LW\ RI 9DOOHMR LWV RIILFHUV RIILFL DOV HPSOR\HHV DQG

YROXQWHHUV
RUWKH&RQVXOWDQWVKDOOSURFXUHDERQGJXDUDQWHHLQJSD\PHQWRIORVVHV DQGUHODWHGLQYHVWLJDWLRQVFODLPDGPLQLVWUDWLRQDQGGHIHQVHH[SHQVHV 
 2WKHU,QVXUDQFH3URYLVLRQV 7KHJHQHUDOOLDELOLW\DQGDXWRPRELOHOLDELOLW\ SROLFLHVDVFDQEHSURYLGHGDUHWRFRQWDLQRUEHHQGRUVHGWRFRQWDLQWKHIROORZLQJ

SURYLVLRQV


$ 7KH&LW\RI9DOOHMRLWVRIILFHUVRIILFLDOVHPSOR\HHVDJH QWVDQGYROXQWHHUV DUHWREHFRYHUHGDVDGGLWLRQDO LQVXUHGVDVUHVSHFWV
OLDELOLW\ LQFOXGLQJGHIHQVH
FRVWVDULVLQJRXWRIDFWLYLWLHVSHUIRUPHGE\RURQEHKDOIRIWKH&RQVXOWDQW SURGXFWV
DQGFRPSOHWHGRSHUDWLRQVRIWKH&RQVXOWDQW
SUHPLVHVRZQHGRFF XSLHGRUXVHG
E\ WKH &RQVXOWDQW
 RU DXWRPRELOHV RZQHG OHDVHG KLUHG RU ERUURZ HG E\ WKH &RQVXOWDQW  7KH FRYHUDJH VKDOO FRQWDLQ QR VSHFLDO OLPLWDWLRQVRQ WKH VFRSH RI SURWHFWLRQDIIRUGHGWRWKH&LW\RI9DOOHMRLWVRIILFHUVRIILF LDOVHPSOR\HHVDJHQWV RUYROXQWHHUV7KHLQVXUDQFHLVWREHLVVXHGE\FRPSDQLHVOLFHQVHGWRGREXVLQHVV LQWKH6WDWHRI&DOLIRUQLD

% )RUDQ\FODLPVUHODWHGWRWKLVSURMHFWWKH&RQVXOWDQW¶VLQV XUDQFHFRYHUDJH VKDOO EH SULPDU\ LQVXUDQFH DV UHVSHFWV WKH &LW\ RI 9DOOHMR LWV RIILFHUV RIILFLDOV HPSOR\HHVDJHQWVDQGYROXQWHH UV$Q\LQVXUDQFHRUVHOILQVXU DQFHPDLQWDLQHG E\WKH&LW\RI9DOOHMRLWVRIILFHUVRIILFLDOVHPSOR\HHVDJH QWVRUYROXQWHHUVVKDOO EHH[FHVVRIWKH&RQVXOWDQW¶VLQVXUDQFHDQGVKDOOQRWFRQWULEXWHZLWKLW 
& $Q\ IDLOXUH WR FRPSO\ ZLWK UHSRUWLQJ RU RWKHU SURYLVLRQV RI WKH SROLFLHV LQFOXGLQJEUHDFKHVRIZDUUDQWLHVVKDOOQRWDIIHFWFRYHUDJHSURYLGHGWRWKH&LW\LWV RIILFHUVRIILFLDOVHPSOR\HHVDJHQWVRUYROXQWHHUV 
' 7KH&RQVXOWDQW¶VLQVXUDQFHVKDOODSSO\VHSDUDWHO\WRHDFKLQ VXUHGDJDLQVW ZKRP FODLP LV PDGH RU VXLW LV EURXJKW H[FHSW ZLWK UHVSHFW WR WKH OLPLWV RI WKH LQVXUHU¶VOLDELOLW\

( (DFKLQVXUDQFHSROLF\UHTXLUHGE\WKLVFODXVHVKDOOEHHQGRU VHGWRVWDWHWKDW FRYHUDJH VKDOO QRW EH VXVSHQGHG YRLGHG FDQFHOHG E\ HLWKHU SDUW\ UHGXFHG LQ FRYHUDJHRULQOLPLWVH[FHSWDIW HUWKLUW\

GD\V¶SULRUZULW WHQQRWLFHE\FHUWLILHG
PDLOUHWXUQUHFHLSWUHTXHVWHGKDVEHHQJLYHQWRWKH&LW\ 
) 7KH ZRUNHUV¶ FRPSHQVDWLRQ DQG HPSOR\HU¶V OLDELOLW\ SROLF\ UH TXLUHG KHUHXQGHU VKDOO EH HQGRUVHG WR VWDWH WKDW WKH ZRUNHUV¶ FRPSHQVD WLRQ FDUULHU 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

&RQVXOWDQWDQG3URIHVVLRQDO6HUYLFHV$JUHHPHQW
5HYLVHG
 3DJHRI
([KLELW&±,QVXUDQFH5HTXLUHPHQWV
ZDLYHVLWVULJKWRIVXEURJDWLRQDJDLQVW&LW\LWVRIILFHUVRIILFLDOVHPSOR\HHVDJHQWV DQG YROXQWHHUV ZKLFK PLJKW DULVH E\ UHDVRQ RI SD\PHQW XQGHU VXFK SROLF\ LQ FRQQHFWLRQZLWK&RQVXOWDQW¶VSHUIRUPDQFHXQGHUWKLV$JUHHPHQW  $FFHSWDELOLW\RI,QVXUHUV ,QVXUDQFHLVWREHSODFHGZLWKLQVXUHUVZLWKD FXUUHQW$0%HVW¶VUDWLQJRIQROHVVWKDQ$
9,,
 9HULILFDWLRQRI&RYHUDJH &RQVXOWDQWVKDOOIXUQLVKWKH&LW\ZLWKFHUWLILFDWHV RILQVXUDQFHDQGRULJLQDOHQGRUVHPHQWVHIIHFWLQJJHQHUDODQGDX WRPRELOHOLDELOLW\ LQVXUDQFHFRYHUDJHUHTXLUHGE\W KLVFODXVH7KHFHUWLILFDWHVD QGHQGRUVHPHQWV DUHWREHVLJQHGE\DSHUVRQDXWKRUL]HGE\WKDWLQVXUHUWRELQG FRYHUDJHRQLWV EHKDOI$OOHQGRUVHPHQWVDUHWREHUHFHLYHGDQGDSSURYHGE\WKH&LW\EHIRUHZRUN FRPPHQFHV
 6XEFRQWUDFWRUV &RQVXOWDQWVKDOOLQFOXGHDOOVXEFRQWUDFWRUVDVLQVXUHGV XQGHULWVSROLFLHVRUVKDOOIXUQLVKVHSDUDWHFHUWLILFDWHVDQGHQGRUVHPHQWVIRUHDFK VXEFRQWUDFWRU  $OO FRYHUDJHV IRU VXEFRQWUDFWRUV VKDOO EH VXEMHFW WR DOO RI WKH UHTXLUHPHQWVVWDWHGKHUHLQ
 3D\PHQW :LWKKROG  &LW\ ZLOO ZLWKKROG SD\PHQWV WR &RQVXOWDQW LI WKH FHUWLILFDWHVRILQVXUDQFHDQGHQGRUVHPHQWVUHTXLUHGLQ3DUDJUDS K)DERYHDUH FDQFHOHGRU&RQVXOWDQWRWKHUZLVHFHDVHVWREHLQVXUHGDVUHTXLUHGKHUHLQ 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

6+28/'$1<2)7+($%29('(6&5,%('32/,&,(6%(&$1&(//('%()25( 7+( (;3,5$7,21 '$7( 7+(5(2) 127,&( :,// %( '(/,9(5(' ,1 $&&25'$1&(:,7+7+(32/,&<3529,6,216
,1685(5
6 $))25',1*&29(5$*(
,1685(5)

,1685(5(

,1685(5'

,1685(5&

,1685(5%

,1685(5$

1$,&
1$0(

&217$&7

$&1R

)$;
(0$,/
$''5(66

352'8&(5

$&1R([W

3+21(
,1685('
5(9,6,21180%(5
&(57,),&$7(180%(5
&29(5$*(6
,03257$17
,IWKHFHUWLILFDWHKROGHULVDQ$'',7,21$/,1685(' WKHSROLF\ LHV
PXVWKDYH$'',7,21$/,1685('SURYLVLRQVRUEH HQGRUVHG ,I68%52*$7,21,6:$,9('VXEMHFWWRWKHWHUPVDQGFRQGLWLRQVR IWKHSROLF\FHUWDLQSROLFLHVPD\UHTXLUHDQHQGRUVHPHQW$V WDWHPHQWRQ WKLVFHUWLILFDWHGRHVQRWFRQIHUULJKWVWRWKHFHUWLILFDWHKROGHULQOLHXRIVXFKHQGRUVHPHQW V

7+,6&(57,),&$7(,6,668('$6$0$77(52),1)250$7,2121/<$1' &21)(56125,*+7683217+(&(57,),&$7(+2/'(57+,6 &(57,),&$7('2(6127$)),50$7,9(/<251(*$7,9(/<$0(1'(;7(1' 25$/7(57+(&29(5$*($))25'('%<7+(32/,&,(6 %(/2:7+,6&(57,),&$7(2),1685$1&('2(6127&2167,787($&21 75$&7%(7:((17+(,668,1*,1685(5 6 $87+25,=('
5(35(6(17$7,9(25352'8&(5$1'7+(&(57,),&$7(+2/'(5 27+(5

3HUDFFLGHQW

(DDFFLGHQW



1$
68%5
:9'
$''/
,16'
7+,6,672&(57,)<7+$77+(32/,&,(62),1685$1&(/,67('%(/2: +$9(%((1,668('727+(,1685('1$0('$%29()257+(32/,&<3(5, 2' ,1',&$7('127:,7+67$1',1*$1<5(48,5(0(177(5025&21',7,21 2)$1<&2175$&72527+(5'2&80(17:,7+5(63(&772:+,&+7+,6 &(57,),&$7(0$<%(,668('250$<3(57$,17+(,1685$1&($))25'( '%<7+(32/,&,(6'(6&5,%('+(5(,1,668%-(&772$//7+(7(506 (;&/86,216$1'&21',7,2162)68&+32/,&,(6/,0,766+2:10$<+$9(%((15('8&('%<3$,'&/$,06 


3523(57<'$0$*(
%2',/<,1-85<
3HUDFFLGHQW

%2',/<,1-85<
3HUSHUVRQ

&20%,1('6,1*/(/,0,7
$872621/<
$8726$872621/<
1212:1('
6&+('8/('2:1('
$1<$872
$87202%,/(/,$%,/,7<
<1
:25.(56&203(16$7,21
$1'(03/2<(56
/,$%,/,7<
2)),&(50(0%(5(;&/8'('"

0DQGDWRU\LQ1+

'(6&5,37,212)23(5$7,216EHORZ
,I\HVGHVFULEHXQGHU
$1<35235,(7253$571(5(;(&87,9(



(/',6($6(32/,&</,0,7
(/',6($6(($(03/2<((
(/($&+$&&,'(17
(5
27+
67$787(
3(5
/,0,76
00''<<<<

32/,&<(;3

00''<<<<

32/,&<())
32/,&<180%(57<3(2),1685$1&(/75
,165
'(6&5,37,212)23(5$7,216/2&$7,2169(+,&/(6
$&25'$GGLWLRQDO5HPDUNV6FKHGXOHPD\EHDWWDFKHGLIPRUHVSDFHLVUHTXLUHG

(;&(66/,$%
80%5(//$/,$% ($&+2&&855(1&(
$**5(*$7(

2&&85
&/$,060$'(
'(' 5(7(17,21 
352'8&76&20323$**
*(1(5$/$**5(*$7(
3(5621$/ $'9,1-85<
0('(;3
$Q\RQHSHUVRQ

($&+2&&855(1&(
'$0$*(725(17('
35(0,6(6
(DRFFXUUHQFH

&200(5&,$/*(1(5$//,$%,/,7<
&/$,060$'( 2&&85
*(1
/$**5(*$7(/,0,7$33/,(63(5

32/,&< 352
-(&7 /2&
&(57,),&$7(2)/,$%,/,7<,1685$1&(
'$7(
00''<<<<

&$1&(//$7,21
$87+25,=('5(35(6(17$7,9(
$&25'


‹
$&25'&25325$7,21$OOULJKWVUHVHUYHG
&(57,),&$7(+2/'(5
7KH$&25'QDPHDQGORJRDUHUHJLVWHUHGPDUNVRI$&25'
+,5('
$872621/<

$XWRPDWLF'DWD3URFHVVLQJ,QVXUDQFH$JHQF\,QF
$GS%RXOHYDUG
5RVHODQG 1- 
$XWRPDWLF'DWD3URFHVVLQJ,QVXUDQFH$JHQF\,QF

0DUN/DWLPHU $VVRFLDWHV,QF
'%$
&RGD7HFKQRORJ\*URXS
5HGZRRG:D\6WH&
3HWDOXPD &$


+DUWIRUG&DVXDOW\,QVXUDQFH&RPSDQ\ 


$ < < :(*%)0&   


7KLVFHUWLILFDWHRILQVXUDQFHLQFOXGHVD:DLYHURI6XEURJDWLRQLQIDYRURIWKHFHUWLILFDWHKROGHU 7KH&LW\RI9DOOHMR
6DQWD&ODUD6W
9DOOHMR &$


'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

7+,6(1'256(0(17&+$1*(67+(32/,&< 3/($6(5($',7&$5()8//< &RXQWHUVLJQHGE\
$XWKRUL]HG5HSUHVHQWDWLYH
)RUP:&

3ULQWHGLQ86$
3URFHVV'DWH
 3ROLF\([SLUDWLRQ'DWH

:$,9(52)285 5,*+7725(&29(5)520
27+(56(1'256(0(17&$/,)251,$
3ROLF\1XPEHU
 :(* %)0& (QGRUVHPHQW1XPEHU

(IIHFWLYH'DWH
 (IIHFWLYHKRXULVWKHVDPHDVVWDWHGRQWKH,QIRUPDWLRQ 3DJHRIWKHSROLF\ 1DPHG,QVXUHGDQG$GGUHVV
0DUN/DWLPHU $VVRFLDWHV,QF
5(':22':$<67(&
3(7$/80$ &$


:H KDYH WKH ULJKW WR UHFRYHU RXU SD\PHQWV IURP DQ\RQH OLDEOH IRU DQ LQMXU\ FR YHUHG E\ WKLV SROLF\ :H ZLOO QRW HQIRUFH RXU ULJKW DJDLQVW WKH SHUVRQ RU RUJDQL]DWLRQ QDPHG LQ WKH 6FKHGXOH 7KLV DJUH HPHQW DSSOLHV RQO\ WR WKH H[WHQW WKDW \RX
SHUIRUPZRUNXQGHUDZULWWHQFRQWUDFWWKDWUHTXLUHV\RXWRREWDLQWKLVDJUHHPHQWIURPXV

<RX PXVW PDLQWDLQ SD\UROO UHFRUGV DFFXUDWHO\ VHJUHJDWLQJ WKH UHPXQHUDWL RQ RI \RXU HPSOR\HHV ZKLOH HQJDJHG LQ WKH ZRUN GHVFULEHGLQWKH6FKHGXOH
7KH DGGLWLRQDO SUHPLXP IRU WKLV HQGRUVHPHQW VKDOO EH   RI WKH &DOLIRUQLD Z RUNHUV

FRPSHQVDWLRQ SUHPLXP RWKHUZLVH GXH
RQVXFKUHPXQHUDWLRQ
6&+('8/(
3HUVRQRU2UJDQL]DWLRQ -RE'HVFULSWLRQ
$Q\SHUVRQRURUJDQL]DWLRQIRUZKRP\RXDUHUHTXLUHGE\ZULWWHQFRQWUDFWRUDJUHHPHQWWRREWDLQWKLVZDLYHURIULJKWVIURP XV
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

6+28/'$1<2)7+($%29('(6&5,%('32/,&,(6%(&$1&(//('%()25( 7+((;3,5$7,21'$7(7+(5(2)127,&(:,//%('(/,9(5(',1 $&&25'$1&(:,7+7+(32/,&<3529,6,216
,1685(5
6 $))25',1*&29(5$*(
,1685(5)

,1685(5(

,1685(5'

,1685(5&

,1685(5%

,1685(5$

1$,&
1$0(

&217$&7

$&1R

)$;
(0$,/
$''5(66

352'8&(5

$&1R([W

3+21(
,1685('
5(9,6,21180%(5
&(57,),&$7(180%(5
&29(5$*(6
,03257$17
,IWKHFHUWLILFDWHKROGHULVDQ$'',7,21$/,1685('WKHSROLF\ LHV
PXVWKDYH$'',7,21$/,1685('SURYLVLRQVRUEHHQGRUVHG ,I68%52*$7,21,6:$,9('VXEMHFWWRWKHWHUPVDQGFRQGLWLRQVRIWKHSROLF\FHUWDLQSROLFLHVPD\UHTXLUHDQHQGRUVHPHQW$VWDWHPHQWRQ WKLVFHUWLILFDWHGRHVQRWFRQIHUULJKWVWRWKHFHUWLILFDWHKROGHULQOLHXRIVXFKHQGRUVHPHQW V

7+,6&(57,),&$7(,6,668('$6$0$77(52),1)250$7,2121/<$1'&21)(56125,*+7683217+(&(57,),&$7(+2/'(57+,6 &(57,),&$7('2(6127$)),50$7,9(/<251(*$7,9(/<$0(1'(;7(1'25$/7(57+(&29(5$*($))25'('%<7+(32/,&,(6 %(/2:7+,6&(57,),&$7(2),1685$1&('2(6127&2167,787($&2175$&7%(7:((17+(,668,1*,1685(5 6 $87+25,=('
5(35(6(17$7,9(25352'8&(5$1'7+(&(57,),&$7(+2/'(5 27+(5

3HUDFFLGHQW

(DDFFLGHQW



1$
68%5
:9'
$''/
,16'
7+,6,672&(57,)<7+$77+(32/,&,(62),1685$1&(/,67('%(/2:+$9(%((1,668('727+(,1685('1$0('$%29()257+(32/,&<3(5,2' ,1',&$7('127:,7+67$1',1*$1<5(48,5(0(177(5025&21',7,212)$1<&2175$&72527+(5'2&80(17:,7+5(63(&772:+,&+7+,6 &(57,),&$7(0$<%(,668('250$<3(57$,17+(,1685$1&($))25'('%<7+(32/,&,(6'(6&5,%('+(5(,1,668%-(&772$//7+(7(506 (;&/86,216$1'&21',7,2162)68&+32/,&,(6/,0,766+2:10$<+$9(%((15('8&('%<3$,'&/$,06 


3523(57<'$0$*(
%2',/<,1-85<
3HUDFFLGHQW

%2',/<,1-85<
3HUSHUVRQ

&20%,1('6,1*/(/,0,7
$872621/<
$8726$872621/<
1212:1('
6&+('8/('2:1('
$1<$872
$87202%,/(/,$%,/,7<
<1
:25.(56&203(16$7,21
$1'(03/2<(56
/,$%,/,7<
2)),&(50(0%(5(;&/8'('"

0DQGDWRU\LQ1+

'(6&5,37,212)23(5$7,216EHORZ
,I\HVGHVFULEHXQGHU
$1<35235,(7253$571(5(;(&87,9(



(/',6($6(32/,&</,0,7
(/',6($6(($(03/2<((
(/($&+$&&,'(17
(5
27+
67$787(
3(5
/,0,76
00''<<<<

32/,&<(;3

00''<<<<

32/,&<())
32/,&<180%(57<3(2),1685$1&(/75
,165
'(6&5,37,212)23(5$7,216/2&$7,2169(+,&/(6
$&25'$GGLWLRQDO5HPDUNV6FKHGXOHPD\EHDWWDFKHGLIPRUHVSDFHLVUHTXLUHG

(;&(66/,$%
80%5(//$/,$% ($&+2&&855(1&(
$**5(*$7(

2&&85
&/$,060$'(
'(' 5(7(17,21 
352'8&76&20323$**
*(1(5$/$**5(*$7(
3(5621$/ $'9,1-85<
0('(;3
$Q\RQHSHUVRQ

($&+2&&855(1&(
'$0$*(725(17('
35(0,6(6
(DRFFXUUHQFH

&200(5&,$/*(1(5$//,$%,/,7<
&/$,060$'( 2&&85
*(1
/$**5(*$7(/,0,7$33/,(63(5

32/,&< 352
-(&7 /2&
&(57,),&$7(2)/,$%,/,7<,1685$1&(
'$7(
00''<<<<

&$1&(//$7,21
$87+25,=('5(35(6(17$7,9(
$&25'


‹
$&25'&25325$7,21$OOULJKWVUHVHUYHG
&(57,),&$7(+2/'(5
7KH$&25'QDPHDQGORJRDUHUHJLVWHUHGPDUNVRI$&25'
+,5('
$872621/<
5/15/2025
Mitch White Insurance Agency, Inc
1129 Industrial Ave.

Suite #102
Petaluma CA 94952
Karen Preston
(707) 778-7650 (707) 778-0665
[email protected]
Mark Latimer & Associates, Inc. dba Coda Technology Group 1370 REDWOOD WAY
Suite C & D
PETALUMA CA 949546511
PHILADELPHIA IND INS CO 18058
A
✘
✘
✘
YY PHPK2686743-002 05/18/2025 05/18/2026
1,000,000
1,000,000
20,000
1,000,000
2,000,000
2,000,000
A
✘✘
✘ 10,000
PHUB911773-002 05/18/2025 05/18/2026
5,000,000
5,000,000
A Errors and Omissions PHPK2686736-002 05/18/2025 05/18/2026 Per Claim Limit 3,000,000
Aggregate Limit 3,000,000
See ACORD 101
City of Vallejo
Council Chamber
555 Santa Clara Street
Vallejo CA 94590
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

())(&7,9('$7(

1$0(',1685('
32/,&<180%(5
1$,&&2'(&$55,(5
$*(1&<
/2&

$*(1&<&86720(5,'

RI3DJH$'',7,21$/5(0$5.66&+('8/(
$'',7,21$/5(0$5.6
)2507,7/(
)250180%(5

7+,6$'',7,21$/5(0$5.6)250,6$6&+('8/(72$&25')250 ‹$&25'&25325$7,21$OOULJKWVUHVHUYHG
7KH$&25'QDPHDQGORJRDUHUHJLVWHUHGPDUNVRI$&25'
$&25'



0LWFK:KLWH,QVXUDQFH$JHQF\,QF
3HQGLQJ3HQGLQJ3HQGLQJ
3+,/$'(/3+,$,1',16&2 
0DUN/DWLPHU $VVRFLDWHV,QFGED&RGD7HFKQRORJ\*URXS  &HUWLILFDWH2I/LDELOLW\,QVXUDQFH
&HUWLILFDWHKROGHU
V
DUHOLVWHGDVDGGLWLRQDOLQVXUHGSHUHQGRUVHPHQWDWWDFKHGDQGZULWWHQFRQWUDFW3ULPDU\DQG1RQ&RQWULEXWRU\LQIDYRURIKROGHUVDQG:DLYHU RI6XEURJDWLRQDSSOLHV([FHVV&RYHUDJHRI0,/IROORZVXQGHUO\LQJIRUPVLQFOXGLQJWKH(PSOR\HUV/LDELOLW\ 'D\12&IRUQRQSD\PHQWRISUHPLXP'D\12&OHJDO:ULWWHQ1RWLFH 5(
6HUYLFH/HYHO$JUHHPHQW
7KH&LW\RI9DOOHMRLVQDPHGDV$GGLWLRQDO,QVXUHGSUHWKHDWWDFKHGHQGRUVHPHQWV 'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

PI-TECH-015 (02/15)
©2015 Philadelphia Indemnity Insurance Company
Page of
PI-TECH-015 (02/15)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST
OTHERS
This endorsement modifies and is subject to the insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM

SCHEDULE
Name of Person or Organization:

Paragraph 8. in SECTION IV. CONDITIONS is deleted in its entirety and replaced with the following:

Transfer of Rights of Recovery Against Others To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring “suit” or transfer those rights to us and help us enforce them.

The insured can waive the insurer’s rights of recovery against the person or organization shown in the above Schedule prior to the occurrence of a loss, provided the waiver is made in a contract.

Any person or organization when required by contract
11 Policy No. PHPK2
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

PI- G L- 0 0 5 ( 0 7/ 1 2)
P a g e of
I n cl u d e s c o p yri g ht e d m at eri al of I n s ur a n c e S er vi c e s Offi c e, I n c., wit h it s p er mi s si o n.

T HI S E N D O R S E M E N T C H A N G E S T H E P O LI C Y. P L E A S E R E A D I T C A R E F U L L Y.

A D DI TI O N A L I N S U R E D

P RI M A R Y A N D N O N- C O N T RI B U T O R Y I N S U R A N C E T hi s e n d or s e m e nt m o difi e s i n s ur a n c e pr o vi d e d u n d er t h e f oll o wi n g:

C O M M E R CI A L G E N E R A L LI A BI LI T Y C O V E R A G E P A R T

S C H E D U L E
S E C TI O N II – W H O I S A N I N S U R E D i s a m e n d e d t o i n cl u d e a s a n a d diti o n al i n s ur e d t h e p er s o n( s) or or g a ni z ati o n( s) s h o w n i n t h e e n d or s e m e nt S c h e d ul e, b ut o nl y wit h r e s p e ct t o li a bilit y f or “ b o dil y i nj ur y,” “ pr o p ert y d a m a g e” or “ p er s o n al a n d a d v erti si n g i nj ur y” ari si n g o ut of or r el ati n g t o y o ur n e gli g e n c e i n t h e p erf or m a n c e of “ y o ur w or k” f or s u c h p er s o n( s) or or g a ni z ati o n( s) t h at o c c ur s o n or aft er t h e eff e cti v e d at e s h o w n i n t h e e n d or s e m e nt S c h e d ul e.

T hi s i n s ur a n c e i s pri m ar y t o a n d n o n- c o ntri b ut or y wit h a n y ot h er i n s ur a n c e m ai nt ai n e d b y t h e p er s o n or or g a ni z ati o n ( A d diti o n al I n s ur e d), e x c e pt f or l o s s r e s ulti n g fr o m t h e s ol e n e gli g e n c e of t h at p er s o n or or g a ni z ati o n.

T hi s c o n diti o n a p pli e s e v e n if ot h er v ali d a n d c oll e cti bl e i n s ur a n c e i s a v ail a bl e t o t h e A d diti o n al I n s ur e d f or a l o s s or ” o c c urr e n c e” w e c o v er f or t hi s A d diti o n al I n s ur e d.

T h e A d diti o n al I n s ur e d’ s li mit s of i n s ur a n c e d o n ot i n cr e a s e o ur li mit s of i n s ur a n c e, a s d e s cri b e d i n S E C TI O N III – LI MI T S O F I N S U R A N C E .

All ot h er t er m s, c o n diti o n s, a n d e x cl u si o n s u n d er t h e p oli c y ar e a p pli c a bl e t o t hi s e n d or s e m e nt a n d r e m ai n u n c h a n g e d.

Eff e cti v e D at e: 0 5 / 1 8 / 2 0 2 5
N a m e o f P er s o n o r Or g a ni z ati o n ( A d diti o n al I n s ur e d):

A n y p er s o n o r or g a ni z ati o n w h e n r e q uir e d b y c o ntr a ct 1 1
P oli c y N o. P H P K 2 6 8 6 7 4 3- 0 0 2
D o c u si g n E n v el o p e I D: A 5 C F D 3 2 5- 9 2 C 8- 4 C 6 1- 8 4 F 1- 3 4 E 4 7 5 8 E 6 1 E D

PI-TECH-010 (02/15)
©2015 Philadelphia Indemnity Insurance Company

PI-TECH-010 (02/15)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies and is subject to the insurance provided under the following:

COMMERCIAL GENERAL LIABILTY COVERAGE FORM
The following is added to SECTION II – WHO IS AN INSURED:

Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured.

The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations.

Policy No. PHPK2
'RFXVLJQ(QYHORSH,'
$&)'
&&)((('

CONSENT CALENDAR 8.S.

DATE: September 8, 2026
TO: Mayor and Members of the City Council
FROM: Alicia M. Jones, Housing Director
SUBJECT: ADOPT A RESOLUTION APPROVING THE HUD-REQUIRED CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT (CAPER) FOR FISCAL YEAR 2025-26

ADDRESSING AFFORDABLE HOUSING AND COMMUNITY DEVELOPMENT NEEDS IN

THE CITY OF VALLEJO

RECOMMENDATION
Adopt a resolution approving the City of Vallejo's Consolidated Annual Performance and Evaluation Report (CAPER) for Fiscal Year (FY) 2025-26 (July 1, 2025, through June 30, 2026) for submittal to the U.S.

Department of Housing and Urban Development.

REASONS FOR RECOMMENDATION
HUD requires entitlement jurisdictions to prepare and submit a CAPER within 90 days after the close of each program/fiscal year. The CAPER provides an annual assessment of the City’s progress in meeting the goals and objectives established in the Five-Year Consolidated Plan and is a prerequisite for continued receipt of federal housing and community development funds such as the Community Development Block Grant (CDBG) Program and the HOME Investment Partnerships ("HOME") Program.

BACKGROUND AND DISCUSSION
Staff have prepared the draft CAPER for the first year of the City of Vallejo's Five-Year Consolidated Plan (FY 2025-26 through FY 2029-30). The Consolidated Plan, approved by City Council on July 8, 2025, is a five-year planning document required by HUD to address affordable housing and community development needs in Vallejo. The Consolidated Plan is carried out through Annual Action Plans, which provide a concise summary of the actions, activities, and specific federal and non-federal resources that will be used each year to address the priority needs and specific goals identified by the Consolidated Plan. Grantees report on accomplishments and progress toward Consolidated Plan goals in the CAPER.

The FY 2025-26 CAPER reports on the City’s progress in meeting the goals and objectives outlined in the Consolidated Plan and Annual Action Plan during the period of July 1, 2025, through June 30, 2026.

During FY 2025-26, the City provided CDBG Program funds to its long-time partner, Fair Housing Advocates of Northern California (FHANC), to provide fair housing services. FHANC served 286 unduplicated persons, significantly exceeding its goal of 60. FHANC provided comprehensive fair housing services to clients across all protected classes, including complaint intake, education, referrals, testing, advocacy, and enforcement activities.

The City's ability to fully implement the goals and objectives of the Consolidated Plan and Annual Action Plan during the reporting period was significantly constrained by persistent staffing shortages within the Housing and Community Development Department. Vacancies in key program administration and compliance positions, compounded by extended recruitment timelines and the loss of institutional knowledge from staff turnover, reduced the Department's capacity to process subrecipient agreements, and disburse funds in a

Date: September 8, 2026
Subject: ADOPT A RESOLUTION APPROVING THE HUD-REQUIRED CONSOLIDATED

ANNUAL PERFORMANCE AND EVALUATION REPORT (CAPER) FOR FISCAL YEAR 2025-26 ADDRESSING AFFORDABLE HOUSING AND COMMUNITY

DEVELOPMENT NEEDS IN THE CITY OF VALLEJO

timely manner. This capacity strain was further compounded by the need to redirect existing staff time and attention toward pressing Housing Authority operational and administrative demands. As shared staff and leadership resources were increasingly absorbed by Housing Authority responsibilities, the sustained focus required to advance planned CDBG and HOME-funded projects was diminished, resulting in delayed project starts, and the deferral of several planned public service and capital projects to FY 2026-27. Only those objectives supported by pre-existing infrastructure or long-standing subrecipient relationships requiring minimal new administrative lift were substantially achieved during the reporting period.

The City acknowledges these limitations and has identified staff capacity as a priority area for the coming program year, including use of contracted program support and prioritized recruitment for vacant positions, to ensure more consistent delivery of services to low- and moderate-income residents going forward.

On August 19, 2026, public notices announcing the availability of the CAPER for review and comment, along with the date of the public hearing, were published in English, Spanish, and Tagalog in the Vallejo Times- Herald. Written comments will be accepted through September 21, 2026, at 5:00 p.m. The Housing and Community Development (HCD) Commission held a public hearing on September 3, 2026, to receive comments on the draft FY 2025-26 CAPER. After discussion, the HCD Commission voted to recommend approval of the CAPER by the City Council.

Any comments received by September 21, 2026 will be added to the CAPER prior to its submission to HUD.

The CAPER must be submitted to HUD within 90 days of the close of the fiscal year, no later than September 28, 2026.

FISCAL IMPACT
There is no fiscal impact to the City's General Fund associated with the preparation and submittal of the CAPER. The City of Vallejo's Housing and Community Development Department does not receive General Fund support and is funded entirely by the U.S. Department of Housing and Urban Development (HUD). Costs associated with preparing the report are eligible administrative expenses funded through the federal CDBG and HOME Programs. Preparation and submittal of the CAPER satisfies a HUD reporting requirement and preserves the City's continued eligibility to receive federal housing and community development funding.

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

ATTACHMENTS

1. Resolution Approving FY 2025-26 CAPER CC CAO STAMP

2. Draft FY 2025-26 CAPER

3. Pubic Hearing Notices of Draft FY 2025-26 CAPER

CONTACT

Date: September 8, 2026
Subject: ADOPT A RESOLUTION APPROVING THE HUD-REQUIRED CONSOLIDATED

ANNUAL PERFORMANCE AND EVALUATION REPORT (CAPER) FOR FISCAL YEAR 2025-26 ADDRESSING AFFORDABLE HOUSING AND COMMUNITY

DEVELOPMENT NEEDS IN THE CITY OF VALLEJO

Alicia M. Jones, Housing Director (707) 648-4408
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney

RESOLUTION NO. ________ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE CITY OF VALLEJO’S CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT FOR FISCAL YEAR 2025-26 (JULY 1, 2025 – JUNE 30, 2026) FOR SUBMITTAL TO THE U.S. DEPARTMENT OF

HOUSING AND URBAN DEVELOPMENT

WHEREAS, the Consolidated Annual Performance and Evaluation Report (CAPER) is an evaluation and performance report required by the U.S. Department of Housing and Urban Development (HUD) as a condition of receiving the Community Development Block Grant (CDBG) Program, Home Investment Partnerships (“HOME”) Program and certain other HUD grant funding and details the grantee's accomplishments toward meeting the goals outlined in its Annual Action Plan; and

WHEREAS, the City is required to prepare a CAPER and submit it to HUD within 90 days after the close of the City’s fiscal year, by September 28, 2026; and

WHEREAS, the FY 2025-26 CAPER describes the City’s progress in achieving the objectives in the City’s Five-Year (beginning July 1, 2025, and ending June 30, 2030) Consolidated Plan, a five-year planning document required by HUD for jurisdictions that receive HUD entitlement grants and is intended to help address affordable housing and community development needs in the community; and
WHEREAS, the Consolidated Plan was approved by City Council on July 8, 2025; and

WHEREAS, the City’s CAPER for Fiscal Year (FY) 2025-26 reports on activities from July 1, 2025, through June 30, 2026, funded by HUD grants received by the City of Vallejo particularly, the CDBG Program and the HOME Program; and

WHEREAS, during FY 2025-26, the City's ability to fully implement the goals and objectives of the Consolidated Plan and Annual Action Plan was significantly constrained by persistent staffing shortages within the Housing and Community Development Department; and

WHEREAS, the City has identified staff capacity as a priority area for the coming program year, including use of contracted program support and prioritized recruitment for vacant positions, to ensure more consistent delivery of services to low- and moderate-income residents going forward; and

WHEREAS, on August 19, 2026, public notices on the CAPER’s availability for review and comment by 5:00 p.m. on September 21, 2026, and the date of the public hearing were published in English, Spanish, and Tagalog in Vallejo's local newspaper, the Vallejo Times- Herald, a HUD requirement; and

WHEREAS, on September 3, 2026, during a regular meeting, Vallejo’s Housing and Community Development Commission held a public hearing to receive comments on the Draft FY 2025-26 CAPER; and
WHEREAS, on September 3, 2026, at a regular meeting, Vallejo’s Housing and Community Development Commission recommended approval by the City Council of the City of Vallejo’s Draft FY 2025-26 CAPER; and
WHEREAS, the Council has reviewed the Draft FY 2025-26 CAPER on September 8, 2026.

NOW THEREFORE BE IT RESOLVED that the Council of the City of Vallejo approves the Draft FY 2025-26 Consolidated Annual Performance and Evaluation Report for submittal to the U.S.

Department of Housing and Urban Development; and

BE IT FURTHER RESOLVED that the Council of the City of Vallejo authorizes the City Manager or his designees, the Assistant City Manager, Housing Director, or Housing Administrative Manager to prepare and submit to HUD the City’s FY 2025-26 CAPER, and any related applications or documents, and any amendments or corrections to such applications and documents.

Adopted by the Council of the City of Vallejo at a meeting held on September 8, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

___________________________________

ANDREA SORCE, MAYOR

ATTEST: __________________________________ DAWN G. ABRAHAMSON, CITY CLERK

CAPER 1
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-05 - Goals and Outcomes
Progress the jurisdiction has made in carrying out its strategic plan and its action plan. 91.520(a) This could be an overview that includes major initiatives and highlights that were proposed and executed throughout the program year.

The City of Vallejo's Housing and Community Development Department manages programs funded by the U.S. Department of Housing and Urban Development (HUD). As an entitlement city, Vallejo is eligible to receive Community Development Block Grant (CDBG) and HOME Investment Partnerships (“HOME”) formula funding directly from HUD. Entitlement eligibility is determined by population thresholds and metropolitan area status, with grants awarded based on a statutory formula that considers poverty, population, housing overcrowding, and housing age to meet the primary objective of developing viable communities, particularly for low- and moderate-income individuals.

During Fiscal Year (FY) 2025–26 (July 1, 2025 through June 30, 2026), the City's ability to fully implement the goals and objectives of the Consolidated Plan and Annual Action Plan was significantly constrained by persistent staffing shortages within the Housing and Community Development Department. Vacancies in key program administration and compliance positions, compounded by extended recruitment timelines, reduced the Department's capacity to administer planned projects and activities in a timely manner. This capacity strain was further compounded by the need to redirect existing staff time and attention toward pressing Housing Authority operational and administrative demands caused by staff turnover. As shared staff and leadership resources were increasingly absorbed by Housing Authority responsibilities, the sustained focus required to advance planned CDBG- and HOME-funded projects was diminished, resulting in delayed project starts and the deferral of several planned public service and capital projects to FY 2026–27. Only those objectives supported by pre-existing infrastructure or long-standing subrecipient relationships requiring minimal new administrative lift were substantially achieved during the reporting period. The City acknowledges these limitations and recognizes the need to better separate and protect staff capacity dedicated to Consolidated Plan implementation from competing Housing Authority priorities. Going forward, the City intends to prioritize recruitment for vacant Department positions and evaluate options for dedicated program staff, to ensure more consistent and timely delivery of services to low- and moderate- income residents.

The Housing and Community Development Department of the City of Vallejo includes the Housing Authority of the City of Vallejo (HACV), which administers the Housing Choice Voucher (HCV) Program, commonly known as Section 8, along with its subprograms: Project-Based Voucher, Family Self-Sufficiency, and HCV Homeownership. These programs provide rental assistance to qualifying low-income households. The HACV also manages the Veterans Affairs Supportive Housing (VASH) Program, combining HUD housing vouchers with Veterans Affairs supportive services

CAPER 2
OMB Control No: 2506-0117 (exp. 09/30/2021)
to help veterans secure and maintain housing. The HACV prioritizes safe, sanitary, and high-quality housing to enhance the well-being of Vallejo families. As of June 30, 2026, the HACV has served over 1,500 clients through its HCV and VASH Programs.

Comparison of the proposed versus actual outcomes for each outcome measure submitted with the consolidated plan and explain, if applicable, why progress was not made toward meeting goals and objectives. 91.520(g) Categories, priority levels, funding sources and amounts, outcomes/objectives, goal outcome indicators, units of measure, targets, actual outcomes/outputs, and percentage completed for each of the grantee’s program year goals.

Goal Category Source /
Amount
Indicator Unit of
Measure
Expected
–
Strategic
Plan
Actual –
Strategic
Plan
Percent
Complete
Expected
–
Program
Year
Actual –
Program
Year
Percent
Complete
Demolish
Blighted
Structures
Non-Housing
Community
Development

NSP: $ Buildings Demolished Buildings 1 0

0.00%
Economic
Development

Non-Housing
Community
Development
CDBG: $ Businesses assisted Businesses
Assisted 1 0

0.00%
1 0

0.00%

Homeless
Navigation
Center

Homeless HOME-
ARP: $
Overnight/Emergency
Shelter/Transitional
Housing Beds added

Beds 125 0

0.00% 125 0

0.00%

Homeownership
Assistance

Affordable
Housing
Households
with unmet
housing needs
CDBG: $
/ HOME:
$
Direct Financial
Assistance to
Homebuyers
Households
Assisted 160 0

0.00%
32 0

0.00%

Housing Services
Affordable
Housing
Non-Homeless
Special Needs
CDBG: $ Other Other 160 0

0.00%
12 0

0.00%

CAPER 3
OMB Control No: 2506-0117 (exp. 09/30/2021)
Owner Occupied
Rehabilitation
Affordable
Housing

CDBG: $
/ HOME:
$383941
Homeowner Housing
Rehabilitated
Household
Housing
Unit
10 0

0.00% 2 0

0.00%

Permanent
Supportive
Housing
Affordable
Housing
Homeless
Non-Homeless
Special Needs
CDBG: $
/ HOME:
$

Public service
activities other than
Low/Moderate
Income Housing
Benefit
Persons
Assisted
0 0 125 0

0.00%

Permanent
Supportive
Housing
Affordable
Housing
Homeless
Non-Homeless
Special Needs
CDBG: $
/ HOME:
$

Other Other 125 0

0.00%

Program
Administration
& Support

Affordable
Housing
Public Housing
Homeless
Non-Homeless
Special Needs
Non-Housing
Community
Development
Planning/
Administration
CDBG: $
/ HOME:
$
Other Other 1 0

0.00% 1 0

0.00%

Social Services
Homeless
Non-Homeless
Special Needs
Non-Housing
Community
Development
CDBG: $
Public service
activities other than
Low/Moderate
Income Housing
Benefit

Persons
Assisted
3125 286

9.15%
625 286

45.76%

CAPER 4
OMB Control No: 2506-0117 (exp. 09/30/2021)
TBRA Affordable
Housing HOME: $
Tenant-based rental
assistance / Rapid
Rehousing
Households
Assisted 18 0

0.00%
18 0

0.00%

Table 1 - Accomplishments – Program Year & Strategic Plan to Date

Assess how the jurisdiction’s use of funds, particularly CDBG, addresses the priorities and specific objectives identified in the plan, giving special attention to the highest priority activities identified.

Goal: SOCIAL SERVICES
Each Fiscal Year (FY), the City of Vallejo may allocate up to 15% of its Community Development Block Grant (CDBG) funds, including program income from the previous fiscal year (e.g., July 1, 2024, to June 30, 2025, for FY 2025-26), to non-profit organizations. These funds support social service programs targeting very low- and low-income residents. In FY 2025-26, Fair Housing Advocates of Northern California utilized these funds to provide fair housing services to low- and moderate-income individuals, aligning with the goals of the Five-Year Consolidated Plan.

The City plans to advance its goals during the upcoming program year, FY 2026–27, with Homeownership Assistance and Owner-Occupied Rehabilitation identified as two of its primary priorities. To support implementation of these programs, City staff is preparing to issue a Request for Proposals (RFP) to qualified nonprofit agencies to administer the programs on the City's behalf. The City also plans to provide funding to a nonprofit partner to administer housing counseling services for households that are eligible for the Homeownership Assistance Program. These services will help eligible households prepare for and successfully achieve homeownership.

In addition, the City plans to re-establish its Tenant-Based Rental Assistance (TBRA) Program during FY 2026–27. Through this program, the City anticipates assisting approximately 18 individuals or households who are experiencing homelessness or are at risk of becoming homeless, helping them obtain and maintain stable housing.

CAPER 5
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-10 - Racial and Ethnic composition of families assisted Describe the families assisted (including the racial and ethnic status of families assisted).

91.520(a)

CDBG HOME
White 98 0
Black or African American 95 0
Asian 11 0
American Indian or American Native 2 0
Native Hawaiian or Other Pacific Islander 3 0
Total 209 0
Hispanic 91 0
Not Hispanic 195 0

Table 2 – Table of assistance to racial and ethnic populations by source of funds

Narrative
Additional data from the CDBG subrecipients not included in the above chart include:

1. Asian and White - 3

2. Black or African-American and White - 3 (Hispanic: 3)

3. American Indian/Alaskan Native and Black or African-American - 9 (Hispanic: 9)

4. Other Multi-racial - 62 (Hispanic: 42 out of 62)
The City of Vallejo, with its diverse population of 123,287 residents, according to the U.S. Census Bureau's July 1, 2025 population estimate, prioritizes community needs and delivers services through the Community Development Block Grant (CDBG) and other federally funded programs to all eligible individuals, regardless of race or ethnicity. This approach is consistent with the City's Five-Year Consolidated Plan for July 1, 2025, through June 30, 2030, which identifies and addresses critical community needs, including homelessness, affordable housing, and community development for low- and moderate-income residents.

Recognizing the City's diverse racial and ethnic composition, the City is committed to ensuring equitable access to federally funded programs and services administered directly by the City and through its nonprofit partners. Program resources are allocated based on documented community needs and eligibility requirements, without discrimination based on race or ethnicity. The City remains committed

CAPER 6
OMB Control No: 2506-0117 (exp. 09/30/2021)
to providing inclusive, equitable, and needs-based services to all eligible residents.

CAPER 7
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-15 - Resources and Investments 91.520(a)
Identify the resources made available
Source of Funds Source Resources Made
Available
Amount Expended
During Program Year
CDBG public - federal 1,006,521 291,354
HOME public - federal
Other public - federal
Table 3 - Resources Made Available

Narrative
In FY 2025-26 (July 1, 2025, to June 30, 2026), the City of Vallejo allocated $1,006,521 in Community Development Block Grant (CDBG) funds, as indicated in the Resources Made Available column of Table 3, which represents the annual grant allocation of $991,521 for that fiscal year and projected program income of $15,000. CDBG funds expended were directed toward administrative costs and reimbursements to a non-profit agency delivering social and public services to low- and moderate- income residents.

The FAIR HOUSING ADVOCATES OF NORTHERN CALIFORNIA (FHANC) played a significant role in addressing fair housing needs in Vallejo. FHANC has been addressing COVID-related fair housing needs as well as expanded advocacy following the passage of Senate Bill 329 (a California fair housing law preventing source of income discrimination and adding people with housing choice vouchers or other housing subsidies to the list of protected classes). FHANC provided free, comprehensive fair housing services to Vallejo residents, including complaint intake, education, referral, testing, advocacy, and enforcement. FHANC provided education to staff who operate critical housing programs benefiting low- income families (i.e., Housing Choice Voucher (HCV)/Section 8 voucher holders and public housing residents) when requested, educated HCV recipients on state/federal fair housing protections, including California fair housing law in effect in 2020, protecting them from housing discrimination based on their status as HCV recipients. FHANC offered services on an as-needed basis by the Housing Authority of the City of Vallejo. The agency reported serving 286 unduplicated clients out of their target of 60.

Looking ahead to the upcoming program year, the City of Vallejo anticipates receiving $1,049,400 in Community Development Block Grant (CDBG) funds and $420,114.54 in HOME Investment Partnerships Program (HOME) funds. These resources will provide the City with an important opportunity to continue addressing priority community needs identified in the Five-Year Consolidated Plan and the Annual Action Plan, with a particular focus on affordable housing, homeownership, housing rehabilitation, and community development. The City intends to strategically invest its CDBG resources in eligible activities that address the needs of low- and moderate-income residents and support the City's community development priorities. The City will continue to partner with nonprofit organizations and other community-based agencies to deliver services to eligible residents and to maximize the impact of available resources. CDBG funds will support activities that strengthen neighborhoods, expand access to services, and address identified housing and community development needs. HOME resources will be

CAPER 8
OMB Control No: 2506-0117 (exp. 09/30/2021)
directed toward eligible affordable housing activities consistent with the City's Consolidated Plan and Annual Action Plan. The City anticipates prioritizing homeownership assistance and homeowner- occupied rehabilitation, which will help eligible households achieve and maintain homeownership, address housing deficiencies, and preserve existing affordable housing stock. The City also intends to provide housing counseling services to households participating in or seeking assistance through the City's homeownership programs.

Identify the geographic distribution and location of investments Target Area Planned Percentage of
Allocation
Actual Percentage of
Allocation
Narrative Description
Citywide 100
Table 4 – Identify the geographic distribution and location of investments

Narrative
The City did not prioritize any specific CDBG Program target area neighborhood when allocating its CDBG Program or HOME Program funds for Program Year 2025-26. The expenditure of CDBG Program funds was confined to activities that provide direct benefits. Consequently, this section and the preceding table do not apply to the reporting period.

CAPER 9
OMB Control No: 2506-0117 (exp. 09/30/2021)
Leveraging
Explain how federal funds leveraged additional resources (private, state and local funds), including a description of how matching requirements were satisfied, as well as how any publicly owned land or property located within the jurisdiction that were used to address the needs identified in the plan.

The City of Vallejo leverages a combination of federal, state, local, and private resources to achieve the affordable housing and community development goals outlined in its Five-Year Consolidated Plan (July 1, 2025, to June 30, 2030). The City collaborates with Solano County and local entities to coordinate these resources, ensuring efficient delivery of programs and services to address critical needs, such as homelessness, affordable housing, and support for low- and moderate-income residents.

Furthermore, the Housing Authority of the City of Vallejo, by receiving and utilizing an average of up to $20 million in federal funds from HUD, operates the Housing Choice Voucher (HCV) Program. This program successfully draws private investment by encouraging rental housing property owners to participate voluntarily in the HCV Program.

Given the City's limited resources and the significant level of identified community need, the City will continue to prioritize activities that leverage federal funds and produce measurable benefits for low- and moderate-income households. The City recognizes that federal funding levels may not be sufficient to address all identified community needs. Accordingly, the City will continue to seek opportunities to leverage CDBG and HOME funds with other public, private, and nonprofit resources. Through careful planning, strategic partnerships, and targeted investments, the City will work to maximize the impact of its federal resources and advance the goals and objectives established in its 2025–2030 Five-Year Consolidated Plan and Annual Action Plan.

Fiscal Year Summary – HOME Match

1. Excess match from prior Federal fiscal year 727,151

2. Match contributed during current Federal fiscal year 0

3. Total match available for current Federal fiscal year (Line 1 plus Line 2) 727,151

4. Match liability for current Federal fiscal year 0

5. Excess match carried over to next Federal fiscal year (Line 3 minus Line 4) 727,151 Table 5 – Fiscal Year Summary - HOME Match Report

CAPER 10
OMB Control No: 2506-0117 (exp. 09/30/2021)
Match Contribution for the Federal Fiscal Year
Project No. or
Other ID
Date of
Contribution
Cash
(non-Federal
sources)
Foregone
Taxes, Fees,
Charges
Appraised
Land/Real
Property
Required
Infrastructure
Site
Preparation,
Construction
Materials,
Donated labor
Bond
Financing
Total Match

Table 6 – Match Contribution for the Federal Fiscal Year

HOME MBE/WBE report
Program Income – Enter the program amounts for the reporting period Balance on hand at
begin-ning of reporting
period
$
Amount received during
reporting period
$
Total amount expended
during reporting period
$
Amount expended for
TBRA
$
Balance on hand at end
of reporting period
$
0 0 0 0 0
Table 7 – Program Income

CAPER 11
OMB Control No: 2506-0117 (exp. 09/30/2021)
Minority Business Enterprises and Women Business Enterprises – Indicate the number and dollar value of contracts for HOME projects completed during the reporting period Total Minority Business Enterprises White Non-
Hispanic Alaskan
Native or
American
Indian
Asian or
Pacific
Islander
Black Non-
Hispanic
Hispanic
Contracts
Dollar
Amount 0 0 0 0 0 0
Number 0 0 0 0 0 0
Sub-Contracts
Number 0 0 0 0 0 0
Dollar
Amount 0 0 0 0 0 0
Total Women
Business
Enterprises
Male
Contracts
Dollar
Amount 0 0 0
Number 0 0 0
Sub-Contracts
Number 0 0 0
Dollar
Amount 0 0 0
Table 8 - Minority Business and Women Business Enterprises

Minority Owners of Rental Property – Indicate the number of HOME assisted rental property owners and the total amount of HOME funds in these rental properties assisted Total Minority Property Owners White Non-
Hispanic Alaskan
Native or
American
Indian
Asian or
Pacific
Islander
Black Non-
Hispanic
Hispanic
Number 0 0 0 0 0 0
Dollar
Amount 0 0 0 0 0 0
Table 9 – Minority Owners of Rental Property

CAPER 12
OMB Control No: 2506-0117 (exp. 09/30/2021)
Relocation and Real Property Acquisition – Indicate the number of persons displaced, the cost of relocation payments, the number of parcels acquired, and the cost of acquisition Parcels Acquired 0 0
Businesses Displaced 0 0
Nonprofit Organizations
Displaced 0 0
Households Temporarily
Relocated, not Displaced 0 0
Households
Displaced
Total Minority Property Enterprises White Non-
Hispanic Alaskan
Native or
American
Indian
Asian or
Pacific
Islander
Black Non-
Hispanic
Hispanic
Number 0 0 0 0 0 0
Cost 0 0 0 0 0 0
Table 10 – Relocation and Real Property Acquisition

CAPER 13
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-20 - Affordable Housing 91.520(b)
Evaluation of the jurisdiction's progress in providing affordable housing, including the number and types of families served, the number of extremely low-income, low-income, moderate-income, and middle-income persons served.

One-Year Goal Actual
Number of Homeless households to be
provided affordable housing units 18 0
Number of Non-Homeless households to be
provided affordable housing units 0 0
Number of Special-Needs households to be
provided affordable housing units 0 0
Total 18 0
Table 11 – Number of Households

One-Year Goal Actual
Number of households supported through
Rental Assistance 18 0
Number of households supported through
The Production of New Units 0 0
Number of households supported through
Rehab of Existing Units 2 0
Number of households supported through
Acquisition of Existing Units 0 0
Total 20 0
Table 12 – Number of Households Supported

Discuss the difference between goals and outcomes and problems encountered in meeting these goals.

During FY 2025–26, several planned activities were delayed or deferred due to persistent staffing shortages within the Housing and Community Development Department. Vacancies in key program administration and compliance positions, along with extended recruitment timelines, limited the Department’s capacity to implement CDBG- and HOME-funded projects as planned. Staff resources were further strained by Housing Authority operational demands resulting from staff turnover, reducing the capacity available for Consolidated Plan activities.

CAPER 14
OMB Control No: 2506-0117 (exp. 09/30/2021)
Discuss how these outcomes will impact future annual action plans.

In future Annual Action Plans, the need to align planned activities with available staff capacity and administrative resources will be crucial. The City will prioritize projects that can be implemented effectively within available resources, while allowing sufficient time for procurement, compliance, and project administration. The City will also continue efforts to fill vacant positions and strengthen program capacity to reduce delays and improve the timely implementation of CDBG- and HOME-funded activities. Projects deferred from FY 2025–26 will be reassessed and incorporated into future Annual Action Plans as appropriate, based on available funding and staff capacity.

Include the number of extremely low-income, low-income, and moderate-income persons served by each activity where information on income by family size is required to determine the eligibility of the activity.

Number of Households Served CDBG Actual HOME Actual
Extremely Low-income 149 0
Low-income 121 0
Moderate-income 16 0
Total 286 0
Table 13 – Number of Households Served

Narrative Information
The data in the CDBG Actual column of the preceding table reflects the households that were assisted by the CDBG subrecipient offering public services in the reporting period.

The City anticipates using its CDBG and HOME resources during the upcoming program year to serve eligible low- and moderate-income households consistent with the priorities established in the City's FY 2026-27 Annual Action Plan. The number of households to be served will depend on the specific activities funded, household eligibility, program participation, and the availability of resources. The City will continue to track household beneficiaries and report actual accomplishments in accordance with HUD reporting requirements. The City will prioritize resources toward activities that address critical housing and community development needs and provide measurable benefits to eligible residents.

CAPER 15
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) Evaluate the jurisdiction’s progress in meeting its specific objectives for reducing and ending homelessness through:

Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs
The Housing and Community Development Department of the City of Vallejo, through its CDBG Program, funded the development and construction of the City’s first Navigation Center. The Vallejo Homeless Navigation Center is a resource designed to help individuals experiencing homelessness by connecting them to critical services. The center provides a variety of resources to assist with emergency shelter, housing, healthcare, and other services. Individuals are referred to the Navigation Center through the Coordinated Entry System. The City of Vallejo will continue to strengthen its efforts to reduce homelessness by supporting coordinated outreach, engagement, and assessment services for individuals and families experiencing homelessness, with particular emphasis on persons who are unsheltered. The City will work collaboratively with nonprofit service providers, Solano County, the local Continuum of Care, and other community partners to connect individuals experiencing homelessness with appropriate housing and supportive services. Through its partnerships and federally funded programs, the City will continue to support a coordinated approach to assessing the needs of people experiencing homelessness and identifying appropriate housing interventions. The City will also continue to use available community-level data, including information from the Continuum of Care and Point-in-Time Count, to inform resource allocation and identify gaps in services.

Addressing the emergency shelter and transitional housing needs of homeless persons The City’s Navigation Center is a low-barrier, congregate shelter. Through its operator, Five Keys, its purpose is to serve the unhoused population by obtaining income, public benefits, health services, and housing. The Vallejo Navigation Center is a "one-stop-shop" that provides services and shelter critical to helping address homelessness. The center offers 125 shelter beds and provides individual case management, connecting people to social, and medical services to those experiencing homelessness.

Participants will have access to job training and be assisted in becoming prepared to secure and sustain permanent housing. The center aims to serve approximately 200 people annually.

The City will continue to identify gaps in shelter and transitional housing capacity and explore opportunities to leverage CDBG, HOME, and other federal, state, and local resources to expand or improve housing options for persons experiencing homelessness.

Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: likely to become homeless after being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections

CAPER 16
OMB Control No: 2506-0117 (exp. 09/30/2021)
programs and institutions); and, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs The Housing Authority of the City of Vallejo (HACV) provides case management and support to participants of the Housing Choice Voucher (HCV) Program. The HACV's HCV Program waiting list opened from February 28, 2024, through March 5, 2024. Additionally, the staff collaborates with Veterans Affairs case managers to offer rental assistance to veterans. To increase the number of affordable housing units in Vallejo, the HACV issued Request for Proposals for Project-Based Vouchers (PBVs), a program that allows a portion of the Housing Authority’s voucher units to be designated to specific housing units within the city, and has awarded PBVs to Eden Housing (Sereno Village), Vallejo Housing Collaborative, and the Broadway Village.

The City does not receive Emergency Solutions Grants (ESG) for homeless prevention.

Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again
The Housing Authority of the City of Vallejo (HACV), in collaboration with the U.S. Department of Veterans Affairs (VA), administers the Veterans Affairs Supportive Housing (VASH) Program. Through this program, homeless veterans and their families receive access to affordable housing along with supportive services provided in coordination with VA case managers. The City remains committed to supporting programs that connect individuals and families experiencing homelessness with housing assistance and the services necessary to achieve long-term housing stability.

The City is dedicated to continuing efforts to meet the needs of the homeless through:

1. Tenant-Based Rental Assistance (TBRA) Program - The City's TBRA Program will offer rental assistance for up to twenty-four months to those who are homeless or at imminent risk of homelessness and are referred by the County’s Coordinated Entry System operator to the City's Housing and Community Development Department. Those who have received TBRA will be prioritized for a Housing Choice Voucher upon successful completion of the TBRA Program.

2. Homeless Navigation Center - The City completed construction of a 125-bed Homeless Navigation Center during the previous five-year planning period (2020–2025). The Center provides temporary shelter and access to supportive services designed to help individuals experiencing homelessness address barriers to permanent housing. Looking ahead, the City will continue to seek and leverage available federal, state, and local resources to support the

CAPER 17
OMB Control No: 2506-0117 (exp. 09/30/2021)
Center's operations and supportive services and to strengthen connections between shelter, housing navigation, and permanent housing opportunities.

3. Permanent Supportive Housing - The construction of 74 rental units at a permanent supportive housing site known as Blue Oak Landing was completed in December 2022. The process of selecting 74 eligible extremely low- and very-low-income households started in early 2023. The HACV has allocated Project-Based Vouchers to all 74 units. The City remains committed to identifying and pursuing opportunities to fund future permanent supportive housing projects.

CAPER 18
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-30 - Public Housing 91.220(h); 91.320(j)
Actions taken to address the needs of public housing
The Housing Authority of the City of Vallejo (HACV) administers the Housing Choice Voucher (HCV) Program, which provides long-term rental assistance to eligible very low-income households, including seniors and individuals with disabilities. Voucher participants must locate a suitable private rental unit with an owner willing to participate in the HCV Program and comply with applicable program requirements. HACV works closely with participating property owners and managers to provide housing assistance to up to 2,358 low-income families. HACV pays a portion of the approved housing subsidy directly to the landlord on behalf of the participating family. The family is responsible for paying its required portion of the rent, which generally represents the difference between the total rent and the housing assistance payment.

The HACV administers the Veterans Affairs Supportive Housing (VASH) Program, which provides rental assistance vouchers to homeless veterans. In partnership with the U.S. Department of Veterans Affairs (VA), HACV supports up to 81 veteran participants through the program. VA case managers provide supportive services, including case management and clinical services, to help participating veterans obtain and maintain stable housing.

As of June 30, 2026, HACV had 1,497 utilized Housing Choice Vouchers, including 172 project-based vouchers and 64 vouchers allocated to the VASH Program.

HACV does not own or manage public housing units. Accordingly, its housing assistance efforts are primarily focused on administering the Housing Choice Voucher Program and other rental assistance programs, including VASH, to support eligible households in accessing and maintaining affordable housing.

Actions taken to encourage public housing residents to become more involved in management and participate in homeownership
The Family Self-Sufficiency (FSS) Program provides opportunities for HCV Program participants to receive case management services and financial incentives, which help them progress toward economic independence and self-sufficiency. Participation is voluntary and involves a five-year commitment. As participants' earned income increases, leading to a higher rental share, a designated amount is deposited into an interest-bearing savings account for the qualifying participant. Upon successful completion of the FSS Program, participants can access these funds, potentially using them for home purchases. As of June 30, 2026, there were approximately 36 participants in the Housing Authority's FSS Program.

In the upcoming program year, funds from the CDBG and HOME Programs will be utilized for mortgage assistance to qualified low-income households.

CAPER 19
OMB Control No: 2506-0117 (exp. 09/30/2021)
Actions taken to provide assistance to troubled PHAs
No actions were taken to provide assistance to the Housing Authority of the City of Vallejo (HACV) during the reporting period because the HACV is not designated as a troubled Public Housing Agency (PHA).

CAPER 20
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-35 - Other Actions 91.220(j)-(k); 91.320(i)-(j)
Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) The Vallejo City Council adopted the 6th Cycle Housing Element update on December 31, 2024, which was certified by the State of California the following day.

The City recognizes that certain public policies—such as land use controls, zoning ordinances, building codes, fees and charges, and growth limitations—can create barriers to the production and preservation of affordable housing. To reduce or mitigate these effects, the City has taken or will take the following actions:
• Zoning and Land Use Flexibility: The new Zoning Ordinance allows residential uses, in the Neighborhood Mixed Use (NMX), Downtown Mixed Use (DMX), Waterfront Mixed Use (WMX), Neighborhood Commercial (NC), and Central Commercial (CC) zones in addition to in residential zones. Multifamily is also permitted with a minor use permit, in the Regional Commercial (RC), Office (O), and Medical (M) districts. By allowing residential uses in most zones, the City has helped facilitate the construction of affordable units. • Streamlined Review and Permitting: Continue to improve permitting and entitlement processes to reduce time and cost burdens on affordable housing developers. As a part of the 2021 Zoning Ordinance update, the City removed constraints on affordable senior development by permitting senior housing in multiple zone districts, including residential and commercial zones. • Fee Adjustments and Incentives: The City continued to implement the Condominium Conversion Ordinance (Section 16.613 of the Zoning Ordinance). Section 16.214.04 outlines density bonuses and other incentives for condominium conversions to preserve affordable units. • Support for Residential Investment: Implement policies that encourage the rehabilitation of older housing stock, including the use of HOME and CDBG funds for acquisition, rehabilitation, and preservation of affordable units. Explore strategies to maintain affordability covenants and protect long-term affordability.
• Regional Collaboration: Participate in regional housing policy discussions to align land use planning, transportation, and infrastructure investment with affordable housing goals. • Education and Outreach: On April 18, 2022, the City held a joint Planning Commission and City Council study session to provide information on the Housing Element and solicit input from the community. The City notified the community of this meeting with flyers distributed in English, Spanish, and Tagalog. During the meeting, council members and commissioners expressed an interest in community land trusts and inclusionary housing, redevelopment of vacant and underutilized parcels and buildings, and integration of lower-income housing citywide.

Through these actions, the City seeks to mitigate barriers created by local public policies and support the

CAPER 21
OMB Control No: 2506-0117 (exp. 09/30/2021)
expansion of safe, decent, and affordable housing opportunities for all residents.

Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j) The City of Vallejo recognizes that limited resources, a shortage of affordable housing, homelessness, and barriers to accessing supportive services continue to affect the City's ability to fully meet the needs of underserved populations. During the reporting period and looking ahead to the upcoming program years, the City has taken and will continue to take steps to improve access to housing and community development resources and to maximize the impact of available federal, state, and local funding.

A significant obstacle to meeting underserved housing needs is the limited availability of affordable housing and rental assistance. To address this challenge, the City will continue to prioritize housing activities that preserve existing housing, assist low- and moderate-income homeowners, and expand opportunities for affordable homeownership. The City plans to implement Homeownership Assistance and Homeowner-Occupied Rehabilitation programs and provide housing counseling services to eligible households. These programs are intended to help address barriers to homeownership, preserve the City's existing affordable housing stock, and promote long-term housing stability. The City will also continue efforts to address homelessness through rental assistance, emergency shelter, supportive services, and permanent housing. The City's Tenant-Based Rental Assistance (TBRA) Program will provide temporary rental assistance to eligible households experiencing homelessness or at imminent risk of homelessness, with referrals through the County's Coordinated Entry System. The City will also continue working with the Housing Authority of the City of Vallejo, Solano County, the local Continuum of Care, the U.S. Department of Veterans Affairs, and nonprofit service providers to strengthen connections among outreach, shelter, rental assistance, supportive services, and permanent housing. The City will focus resources on activities that provide measurable benefits to low- and moderate-income residents and underserved populations while ensuring that programs remain accessible, equitable, and consistent with federal requirements.

Actions taken to reduce lead-based paint hazards. 91.220(k); 91.320(j) The City's Housing Authority staff ensured that lead-based paint educational materials, inspections, and referrals were made available to Housing Choice Voucher holders and rental property owners participating in City housing programs. As needed, the City will address unsafe or hazardous housing units through appropriate inspections and corrective actions, which may include a visual assessment for potential lead-based paint hazards and referrals for additional evaluation or remediation when warranted.

The City will continue to provide information regarding lead-based paint hazards and applicable requirements to program participants and property owners and will incorporate lead-based paint compliance measures into housing inspections and program activities, as applicable.

Actions taken to reduce the number of poverty-level families. 91.220(k); 91.320(j)

CAPER 22
OMB Control No: 2506-0117 (exp. 09/30/2021)
The City continues to administer the Family Self-Sufficiency (FSS) Program, a sub-program of the Housing Choice Voucher Program, to assist HUD-assisted families in increasing their earned income and progressing toward economic self-sufficiency. As of June 30, 2026, 36 participants were enrolled in the FSS Program.

The FSS Program provides participating families with supportive services and a financial incentive designed to encourage increased employment income and advancement toward economic independence. Through participation in the program, families have an opportunity to build financial resources while working toward their long-term goals of self-sufficiency and reduced dependence on public assistance.

Actions taken to develop institutional structure. 91.220(k); 91.320(j) The City Council establishes and approves the priority needs identified in the City's Five-Year Consolidated Plan and Annual Action Plan. The Housing and Community Development Department implements the activities identified in the Annual Action Plan and provides funding to nonprofit service providers and other City departments for eligible projects that address the needs and priorities identified in the plans. The City also participates in regional partnerships that support coordinated housing and community development efforts, including the Community Action Partnership of Solano Joint Powers Authority and the Housing First Solano Continuum of Care.

The City and its Housing Authority coordinate their respective efforts and activities to promote the efficient and effective delivery of housing assistance and homelessness-related services. This coordination helps leverage available resources, improve service delivery, and address community housing needs through a coordinated institutional framework.

Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j)
The Housing Authority of the City of Vallejo (HACV) does not own or manage public housing properties and therefore relies on the private rental housing market to provide units for participants in the Housing Choice Voucher (HCV) Program. Recognizing the critical role of landlords in the success of the HCV Program, HACV works to maintain positive relationships with participating property owners through timely rental assistance payments, landlord outreach, and incentive initiatives designed to sustain and expand landlord participation.

During FY 2025-26, the City allocated CDBG funds to Fair Housing Advocates of Northern California (FHANC) to provide services that address community needs. HCV participants were referred to FHANC, as appropriate, to access available supportive and social services. This continued partnership helps strengthen coordination between housing assistance programs and community-based service providers and improve access to services for low-income households.

CAPER 23
OMB Control No: 2506-0117 (exp. 09/30/2021)
Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) The City submitted a draft of its updated Analysis of Impediments (AI) to Fair Housing Choice during the reporting period. The City's current AI was last updated in 2015. The updated AI is intended to provide a current assessment of barriers to fair housing choice and help guide the City's efforts to promote equal access to housing opportunities.

Actions taken during the program period to address identified impediments included efforts to promote the deconcentration of poverty through the allocation of Housing Choice Vouchers and consideration of the location of proposed affordable housing developments. These efforts are intended to expand housing opportunities in areas that provide access to a broader range of community resources and economic opportunities while supporting the City's commitment to affirmatively further fair housing.

CAPER 24
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-40 - Monitoring 91.220 and 91.230
Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements

The City of Vallejo conducts monitoring of its activities and projects in line with the requirements set forth by 2 CFR 200.332(d), 24 CFR 570.501(b) for CDBG- and NSP-funded programs, and 24 CFR 92.504 for HOME-funded programs. Monitoring serves as the City's primary mechanism to ensure that projects funded by CDBG, NSP, and HOME are executed in accordance with program regulations. The City maintains monitoring plans for its CDBG, NSP, and HOME programs and activities, ensuring adherence to each program's specific rules and confirming that federally funded activities and projects carried out by the City's partners are in compliance with all relevant federal laws, regulations, and Executive Orders.

Monitoring is a continuous process throughout the program year. The City's monitoring plan includes:
• Planning: Preparing and scheduling monitoring visits. • Implementation: Conducting desk reviews, onsite reviews, and inspections of housing units bound by long-term affordability covenants.
• Follow-Up: Maintaining communication with subrecipient agencies and owners of housing projects.

Each monitoring plan incorporates a risk assessment component to assist the City in evaluating which subrecipients or other funding recipients, such as developers and Community Housing Development Organizations (CHDOs), necessitate comprehensive and/or on-site monitoring. This risk assessment is crucial for the City to gauge the potential risk of non-compliance with program requirements by a project, program, or organization, or their susceptibility to fraud or abuse.

City monitoring encompasses four main areas:

1. Program Monitoring - Evaluating the overall performance and operation of the program to ensure that the City's programs and activities are effective and adhere to CDBG and HOME Program regulations.

2. Administrative and Financial Monitoring - Reviewing the fiscal and administrative management of CDBG and HOME Program funds.

3. Project Monitoring - Checking compliance with specific CDBG and HOME Program activity and project requirements, such as homebuyer or rental housing development projects.

CAPER 25
OMB Control No: 2506-0117 (exp. 09/30/2021)

4. Long-Term Monitoring - Ensuring ongoing compliance with long-term CDBG and HOME Program stipulations, applicable to HOME-assisted rental and homeownership housing post-completion.

During FY 2024-25, the City started a desk monitoring of three non-profit agencies funded by CDBG that provided social services. These reviews were essential and beneficial, allowing the City to verify: (1) program alignment with the Consolidated Plan, Annual Action Plan, and HUD and City stipulations; (2) timely delivery of activities; and (3) the accuracy and completeness of data entered into the HUD Integrated Disbursement and Information System (IDIS), including the Consolidated Annual Performance and Evaluation Report (CAPER). The City will continue the rest of the monitoring process in FY 2025-26.

The City has developed a Monitoring Risk Assessment Level Criteria document, which is governed by: (1) quarterly desk reviews. (2) new subrecipient agencies or significant organizational changes, (3) cumulative grant award, (4) administrative history, (5) program performance, and (6) financial strength.

All subrecipient agencies are to be monitored on-site at least every other year, depending on their risk level. City staff prepared for the monitoring and informed the agencies of the monitoring review and on- site visit. Desk reviews were conducted before the onsite reviews and inspections.

City staff is scheduled to monitor subrecipients of FY 2024-25 grants starting January 2026.

Citizen Participation Plan 91.105(d); 91.115(d)
Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports.

The City follows its established Citizen Participation Plan. The draft FY 2025-26 CAPER was set for a public hearing on September 3, 2026, during a regular meeting of the City's Housing and Community Development Commission (HCDC). Notices regarding the draft CAPER and the public hearing, translated into Spanish and Tagalog, were published in the Vallejo Times-Herald, the City's local newspaper, on August 19, 2026, as well as on the City's official website. The draft CAPER was also posted on the City's Housing and Community Development webpage. The period for public comment on the draft CAPER began on September 4, 2026, and will conclude on September 21, 2026.

The Council plans to review the CAPER at a regular meeting on September 8, 2026. Any comments received by September 21, 2026 will be added to the CAPER prior to its submission to HUD.

CAPER 26
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-45 - CDBG 91.520(c)
Specify the nature of, and reasons for, any changes in the jurisdiction’s program objectives and indications of how the jurisdiction would change its programs as a result of its experiences.

The City's CDBG Program objectives remained unchanged for FY 2025-26.

Does this Jurisdiction have any open Brownfields Economic Development Initiative (BEDI) grants?
No
[BEDI grantees] Describe accomplishments and program outcomes during the last year.

CAPER 27
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-50 - HOME 24 CFR 91.520(d)
Include the results of on-site inspections of affordable rental housing assisted under the program to determine compliance with housing codes and other applicable regulations Please list those projects that should have been inspected on-site this program year based upon the schedule in 24 CFR §92.504(d). Indicate which of these were inspected and a summary of issues that were detected during the inspection. For those that were not inspected, please indicate the reason and how you will remedy the situation.

Due to limited staffing capacity, inspection services will be outsourced. Inspections for HOME rental housing units are set to ensure compliance with the National Standards for the Physical Inspection of Real Estate (NSPIRE) and are scheduled for the second quarter of FY 2026-27, from October 2026 through December 2026.

The following are affordable rental housing units assisted by HOME Program funds:

1. Avian Glen Apartments - 11 floating HOME Program units

2. Temple Art Lofts - four floating HOME Program units

3. Marina Tower - 11 floating HOME Program units
Provide an assessment of the jurisdiction's affirmative marketing actions for HOME units. 24 CFR 91.520(e) and 24 CFR 92.351(a)
The City requires its housing programs to be administered in a manner that ensures individuals with similar income levels have equal access to housing opportunities, regardless of race, color, national origin, religion, sex, disability, or familial status. Similarly, nonprofit organizations and affordable housing developers that receive HOME Program funds are required to conduct affirmative marketing to reach individuals who are least likely to apply and to implement affirmative fair housing marketing strategies when soliciting applicants, determining eligibility, and completing rental transactions. All advertising and communications must display the HUD Fair Housing logo and identify the organization as an Equal Housing Opportunity provider.

Nonprofit organizations must make diligent efforts to offer housing opportunities to qualified individuals of all racial, ethnic, and gender groups within the City, as required by their agreements with the City. In accordance with their HOME Program Agreements, participating agencies agree not to discriminate against prospective homeowners or renters on the basis of race, color, ancestry, national origin, gender, sexual orientation, age, marital status, familial status, presence of children in the household, source of income, physical, sensory, or mental disability, HIV/AIDS status or related conditions, or any other arbitrary factor.

Affirmative marketing efforts may include a variety of advertising methods and community outreach

CAPER 28
OMB Control No: 2506-0117 (exp. 09/30/2021)
strategies designed to inform and engage individuals and households who are least likely to apply for HOME-assisted housing opportunities. These efforts may include outreach through community-based organizations, social service agencies, housing advocacy organizations, and other networks that serve populations traditionally underrepresented among program applicants.

Refer to IDIS reports to describe the amount and use of program income for projects, including the number of projects and owner and tenant characteristics Income for the HOME Program is derived from the principal and interest payments on HOME-funded loans. The City is allowed to use up to 10 percent of all program income received for eligible HOME administrative costs. The remaining funds must be expended for projects.

Describe other actions taken to foster and maintain affordable housing. 24 CFR 91.220(k) (STATES ONLY: Including the coordination of LIHTC with the development of affordable housing). 24 CFR 91.320(j)
The City's Five-Year Consolidated Plan identifies the following populations as the most in need of assistance, prioritized as follows: (1) renters with very low to low income; (2) individuals experiencing homelessness; (3) first-time homebuyers; and (4) non-homeless individuals with special needs.

To address the needs of very low- and low-income residents seeking affordable first-time homeownership opportunities and rental housing, the City will allocate CDBG and HOME Program funds to support a homeownership assistance program during the upcoming program year. This initiative is intended to address the needs of Priority Groups One and Three identified in the Consolidated Plan.

However, no funds were expended for this activity during the reporting period due to severe staffing shortages, which significantly limited the City's capacity to implement the program.

CAPER 29
OMB Control No: 2506-0117 (exp. 09/30/2021)
CR-58 – Section 3
Identify the number of individuals assisted and the types of assistance provided

Total Labor Hours CDBG HOME ESG HOPWA HTF
Total Number of Activities 0 0 0 0 0
Total Labor Hours
Total Section 3 Worker Hours
Total Targeted Section 3 Worker Hours
Table 14 – Total Labor Hours

Qualitative Efforts - Number of Activities by Program CDBG HOME ESG HOPWA HTF Outreach efforts to generate job applicants who are Public Housing Targeted Workers
Outreach efforts to generate job applicants who are Other Funding Targeted Workers.

Direct, on-the job training (including apprenticeships).

Indirect training such as arranging for, contracting for, or paying tuition for, off-site training.

Technical assistance to help Section 3 workers compete for jobs (e.g., resume assistance, coaching).

Outreach efforts to identify and secure bids from Section 3 business concerns.

Technical assistance to help Section 3 business concerns understand and bid on contracts.

Division of contracts into smaller jobs to facilitate participation by Section 3 business concerns.

Provided or connected residents with assistance in seeking employment including: drafting resumes,preparing for interviews, finding job opportunities, connecting residents to job placement services.

Held one or more job fairs.

Provided or connected residents with supportive services that can provide direct services or referrals.

Provided or connected residents with supportive services that provide one or more of the following: work readiness health screenings, interview clothing, uniforms, test fees, transportation.

Assisted residents with finding child care.

Assisted residents to apply for, or attend community college or a four year educational institution.

Assisted residents to apply for, or attend vocational/technical training.

Assisted residents to obtain financial literacy training and/or coaching.

Bonding assistance, guaranties, or other efforts to support viable bids from Section 3 business concerns.

Provided or connected residents with training on computer use or online technologies.

Promoting the use of a business registry designed to create opportunities for disadvantaged and small businesses.

Outreach, engagement, or referrals with the state one-stop system, as designed in Section 121(e)(2) of the Workforce Innovation and Opportunity Act.

CAPER 30
OMB Control No: 2506-0117 (exp. 09/30/2021)
Other.

Table 15 – Qualitative Efforts - Number of Activities by Program

Narrative
No individuals were assisted, and no assistance was provided under Section 3 during the reporting period.

CR-60 - ESG 91.520(g) (ESG Recipients only)
ESG Supplement to the CAPER in e-snaps
For Paperwork Reduction Act

1. Recipient Information—All Recipients Complete
Basic Grant Information
Recipient Name Vallejo
Organizational DUNS Number 149184009
UEI

EIN/TIN Number 946000448
Indentify the Field Office SAN FRANCISCO
Identify CoC(s) in which the recipient or
subrecipient(s) will provide ESG
assistance

ESG Contact Name
Prefix
First Name
Middle Name
Last Name
Suffix
Title

ESG Contact Address
Street Address 1
Street Address 2
City
State
ZIP Code

CAPER 31
OMB Control No: 2506-0117 (exp. 09/30/2021)
Phone Number
Extension
Fax Number
Email Address

ESG Secondary Contact
Prefix
First Name
Last Name
Suffix
Title
Phone Number
Extension
Email Address

2. Reporting Period—All Recipients Complete
Program Year Start Date 07/01/2025
Program Year End Date 06/30/2026

3a. Subrecipient Form – Complete one form for each subrecipient Subrecipient or Contractor Name
City
State
Zip Code
DUNS Number
UEI
Is subrecipient a vistim services provider
Subrecipient Organization Type
ESG Subgrant or Contract Award Amount

3559929

VALLEJO CITY HOUSING
200 GEORGIA STREET
VALLEJO, CA 94590
c/o Legals 57 Commerce Place, Suite A
Vacaville, CA 95687
530-406-6223
[email protected]
Account Number:

Ad Order Number:

Customer's Reference
/ PO Number:

PUBLIC NOTICE
/ FY 2025-26 CAPER ENGLISH
3559929
0006985818
Publication Dates:

Publication: Vallejo Times-Herald
08/19/2026
Amount: $387.57
Payment Amount: $0.00
r.BP16-07/03/17 1

Invoice Text: NOTICE OF DOCUMENT AVAILABILITY,

PUBLIC COMMENT PERIOD, AND PUBLIC HEARING CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT (CAPER) FOR FISCAL YEAR (FY) 2025-26 DATE OF NOTICE: August 19, 2026
FOR MORE INFORMATION: Chari Francisco, Administrative Manager (707) 553-7204, [email protected] __________________________________
The City of Vallejo has prepared the draft CAPER for FY 2025-26, the first year of its FY 2025-26 through FY 2029-30 Consolidated Plan. The Consolidated Plan is a five-year planning document required by the U. S. Department of Housing and Urban Development (HUD) that is intended to address the City's housing and community development needs. The FY 2025-26 CAPER describes the City's performance in achieving the objectives in the Consolidated Plan for the period beginning July 1, 2025 and ending June 30, 2026.

DOCUMENT AVAILABILITY
The draft CAPER is available to the public for review at the following locations:

1. Housing and Community Development Department, at 200 Georgia Street, Vallejo, CA 94590

2. The City's website at: www.cityofvallejo.net under Our City, Departments & Divisions, Housing and Community Development, Document Library, Consolidated Plan. (For Internet access, you may go to the John F. Kennedy Library, at 505 Santa Clara Street)

PUBLIC COMMENT PERIOD
The public comment period begins September 4, 2026, and goes on through September 21, 2026. All comments must be received by Tuesday, September 21, 2026, at 5:00 p.m.

Written comments may be submitted via:

1. Email: [email protected], or

2. Mail: Attention: Chari Francisco, 200 Georgia St., Vallejo, CA 94590, or

3. Office Dropbox or Counter: Attention: Chari Francisco, 200 Georgia St., Vallejo, CA 94590, or

4. Fax: (707) 648-5249

PUBLIC HEARING
The Housing and Community Development Commission of the City of Vallejo is scheduled to hold a public hearing to receive comments on the draft CAPER at a regular meeting after 7:00 p.m. on Thursday, September 3, 2026 in the Council Chambers located at 555 Santa Clara St., Vallejo CA 94590, or via Zoom (https://zoomregular.cityofvallejo.net/), or phone, by dialing (669) 900-6833. Anyone interested in commenting on this report is invited to participate in this hearing.

The draft CAPER is scheduled for consideration and action by the Vallejo City Council at a regular meeting in September 2026.

If you have any questions concerning this public notice, please call the Housing and Community Development Department at (707) 648-4507.

The City of Vallejo provides its programs and services in a non-discriminatory manner, and is an Equal Opportunity Employer. The City of Vallejo also encourages women and minority-owned businesses to submit bids and proposals for Community Development Block Grant (CDBG) Program and HOME Investment Partnerships Program contracts For further information, contact the City of Vallejo Housing and Community Development Department at (707) 648-4507.

The Council Chambers is ADA compliant. Devices for the hearing impaired are available by contacting by email the Housing and Community Development Department at [email protected] or by phone at (707) 648-4507. Requests for disability related modifications or accommodations, aids or services may be made by a person with a disability email the Housing and Community Development Department no less than 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act of 1990 and the federal rules and regulations adopted in implementation thereof r.BP16-07/03/17 2

3559929

VALLEJO CITY HOUSING
200 GEORGIA STREET
VALLEJO, CA 94590
0006985818
(Signature) Melanie Irmer
Legal No.

Vallejo Times-Heraldc/o Legals 57 Commerce Place, Suite A Vacaville, CA 95687
530-406-6223
[email protected]
I am a citizen of the United States. I am over the age of eighteen years and not a party to or interested in the above-entitled matter. I am the Legal Advertising Clerk of the printer and publisher of the Vallejo Times-Herald, a newspaper published in the English language in the City of Vallejo, County of Solano, State of California.

I declare that the Vallejo Times-Herald is a newspaper of general circulation as defined by the laws of the State of California as determined by this court 's order dated June 12, 1952 in the action entitled In the Matter of the Ascertainment and Establishment of the Standing of Vallejo Times-Herald as a Newspaper of General Circulation, Case Number 25864. Said order states "Vallejo Times-Herald" has been established, printed and published in the City of Vallejo, County of Solano, State of California; That it is a newspaper published daily for the dissemination of local and telegraphic news and intelligence of general character and has a bona fide subscription list of paying subscribers; and...THEREFORE, IT IS ORDERED,
ADJUDGED AND DECREED:...That "Vallejo Times-Herald" is a newspaper of general circulation for the City of Vallejo, County of Solano, California. Said order has not been revoked.

I declare that this notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to wit:
08/19/2026
I certify (or declare) under penalty of perjury that the foregoing is true and correct.

Dated at Vallejo, California, this
19th day of August 2026

PROOF OF PUBLICATION
(2015.5 C.C.P.)

STATE OF CALIFORNIA
COUNTY OF SOLANO, S.S.

FILE NO. FY 2025-26 CAPER ENGLISH
r.BP16-07/03/17 1

r.BP16-07/03/17 2

3559929

VALLEJO CITY HOUSING
200 GEORGIA STREET
VALLEJO, CA 94590
c/o Legals 57 Commerce Place, Suite A
Vacaville, CA 95687
530-406-6223
[email protected]
Account Number:

Ad Order Number:

Customer's Reference
/ PO Number:

PUBLIC NOTICE
/ FY 2025-26 CAPER SPANISH
3559929
0006985821
Publication Dates:

Publication: Vallejo Times-Herald
08/19/2026
Amount: $426.42
Payment Amount: $0.00
r.BP16-07/03/17 1

Invoice Text: INFORME ANUAL CONSOLIDADO DE RENDIMIENTO Y EVALUACIÓN (CAPER) PARA AÑO FISCAL (AF) 2025-26
FECHA DE AVISO: 19 de agosto de 2026
PARA MÁS INFORMACIÓN: Chari Francisco, Gerente Administrativa (707) 553-7204, [email protected] La Ciudad de Vallejo ha preparado el borrador de CAPER para el año fiscal 2025-26, el primer año de su Plan Consolidado del AF 2025-26 al AF 2029-30. El Plan Consolidado es un documento de planificación de cinco años requerido por el Departamento de Vivienda Y Desarrollo Urbano de los EE.UU. (HUD) que está destinado a abordar las necesidades de desarrollo comunitario de la vivienda de la Ciudad. El CAPER para el año fiscal 2025-26 describe el desempeño de la Ciudad en el logro de los objetivos del Plan Consolidado para el período que comienza el 1 de julio de 2025 y termina el 30 de junio de 2026.

DISPONIBILIDAD DEL DOCUMENTO
El borrador del CAPER está disponible para revisión del público en las siguientes ubicaciones:

1. Departamento de Vivienda y Desarrollo Comunitario, en 200 Georgia Street, Vallejo, CA 94590

2. El sitio web de la Ciudad: www.cityofvallejo.net, en la sección "Nuestra Ciudad", "Departamentos y Divisiones", "Vivienda y Desarrollo Comunitario", "Biblioteca", "Plan Consolidado". (Para acceder a internet, puede visitar la Biblioteca John F.

Kennedy, ubicada en la calle Santa Clara 505).

PERÍODO DE COMENTARIOS PÚBLICOS
El período de comentarios públicos comienza el 4 de septiembre de 2025 y continúa hasta el 21 de septiembre de 2026.

Todos los comentarios deben recibirse antes del martes 21 de septiembre de 2026 a las 5:00 p.m.

Los comentarios escritos pueden enviarse a través de:

1. Correo electrónico: [email protected], o

2. Correo: Atención: Chari Francisco, 200 Georgia St., Vallejo, CA 94590, o

3. Buzón o mostrador de la oficina: Atención: Chari Francisco, 200 Georgia St., Vallejo, CA 94590

4. Fax: (707) 648-5249
AUDIENCIA PÚBLICA
La Comisión de Vivienda y Desarrollo Comunitario de la Ciudad de Vallejo tiene previsto celebrar una audiencia pública para recibir comentarios sobre el borrador del CAPER en una reunión ordinaria después de las 19:00 h del jueves 3 de septiembre de 2026 en la Sala del Consejo, ubicada en 555 Santa Clara St., Vallejo, CA 94590, o por Zoom (https://zoomregular.cityofvallejo.net/) o por teléfono al (669) 900-6833. Se invita a participar en la audiencia a cualquier persona interesada en comentar sobre este informe.

Está previsto que el borrador del CAPER sea considerado y tomado en acción por el Concejo Municipal de Vallejo en una reunión ordinaria en septiembre de 2026.

Si tiene alguna pregunta sobre este aviso público, llame al Departamento de Vivienda y Desarrollo Comunitario al (707) 648-4507.

La Ciudad de Vallejo ofrece sus programas y servicios de manera no discriminatoria y es un empleador de igualdad de oportunidades. La Ciudad de Vallejo también anima a las mujeres y a los propietarios de empresas de minorías presentar ofertas y propuestas para el Programa (CDBG) y el Programa de HOME Contratos de Inversión de Casa. Para más información, póngase en contacto con la División de Autoridad de Vivienda y Desarrollo Comunitario de la Ciudad de Vallejo al (707) 648-4507.

La Sala del Consejo cumple con la Ley de Estadounidenses con Discapacidades (ADA). Hay dispositivos para personas con discapacidad auditiva disponibles contactando por correo electrónico al Departamento de Vivienda y Desarrollo Comunitario a [email protected] o por teléfono al (707) 648-4507. Las solicitudes de modificaciones, adaptaciones, ayudas o servicios relacionados con la discapacidad pueden ser presentadas por una persona con discapacidad enviando un correo electrónico al Departamento de Vivienda y Desarrollo Comunitario al menos 72 horas antes de la reunión, según lo exige la Sección 202 de la Ley de Estadounidenses con Discapacidades de 1990 y las normas y reglamentos federales adoptados para su aplicación.
r.BP16-07/03/17 2

3559929

VALLEJO CITY HOUSING
200 GEORGIA STREET
VALLEJO, CA 94590
0006985821
(Signature) Melanie Irmer
Legal No.

Vallejo Times-Heraldc/o Legals 57 Commerce Place, Suite A Vacaville, CA 95687
530-406-6223
[email protected]
I am a citizen of the United States. I am over the age of eighteen years and not a party to or interested in the above-entitled matter. I am the Legal Advertising Clerk of the printer and publisher of the Vallejo Times-Herald, a newspaper published in the English language in the City of Vallejo, County of Solano, State of California.

I declare that the Vallejo Times-Herald is a newspaper of general circulation as defined by the laws of the State of California as determined by this court 's order dated June 12, 1952 in the action entitled In the Matter of the Ascertainment and Establishment of the Standing of Vallejo Times-Herald as a Newspaper of General Circulation, Case Number 25864. Said order states "Vallejo Times-Herald" has been established, printed and published in the City of Vallejo, County of Solano, State of California; That it is a newspaper published daily for the dissemination of local and telegraphic news and intelligence of general character and has a bona fide subscription list of paying subscribers; and...THEREFORE, IT IS ORDERED,
ADJUDGED AND DECREED:...That "Vallejo Times-Herald" is a newspaper of general circulation for the City of Vallejo, County of Solano, California. Said order has not been revoked.

I declare that this notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to wit:
08/19/2026
I certify (or declare) under penalty of perjury that the foregoing is true and correct.

Dated at Vallejo, California, this
19th day of August 2026

PROOF OF PUBLICATION
(2015.5 C.C.P.)

STATE OF CALIFORNIA
COUNTY OF SOLANO, S.S.

FILE NO. FY 2025-26 CAPER SPANISH
r.BP16-07/03/17 1

r.BP16-07/03/17 2

3559929

VALLEJO CITY HOUSING
200 GEORGIA STREET
VALLEJO, CA 94590
c/o Legals 57 Commerce Place, Suite A
Vacaville, CA 95687
530-406-6223
[email protected]
Account Number:

Ad Order Number:

Customer's Reference
/ PO Number:

PUBLIC NOTICE
/ FY 2025-26 CAPER TAGALOG
3559929
0006985815
Publication Dates:

Publication: Vallejo Times-Herald
08/19/2026
Amount: $461.61
Payment Amount: $0.00
r.BP16-07/03/17 1

Invoice Text: PAUNAWA PARA SA DOCUMENT

AVAILABILITY, PANAHON PARA MAGKOMENTO AT PAMPUBLIKONG PAGDINIG NG CONSOLIDATED ANNUAL

PERFORMANCE AND EVALUATION REPORT (CAPER) PARA SA PISKAL NA TAON O FISCAL YEAR (FY) 2025-26
PETSA NG PAUNAWA: Agosto 19, 2026
PARA SA KARAGDAGANG IMPORMASYON: Chari Francisco, Administrative Manager (707) 553-7204, [email protected]
__________________________________
Inihanda ng Lungsod ng Vallejo ang dokumento na CAPER para sa FY 2025-26, ang ika-unang taon ng FY 2025-26 hanggang FY 2029-30 Consolidated Plan. Ang Consolidated Plan ay isang dokumento na naglalaman ng limang taong plano na itinakda ng U. S. Department of Housing and Urban Development (HUD) para tugunan ang mga pangangailangan sa pabahay at pagpapaunlad ng komunidad ng Lungsod. Inilalarawan ng FY 2025-26 CAPER ang pagganap ng Lungsod sa pagkamit ng mga layunin sa Consolidated Plan para sa panahon na nagsimula ng Hulyo 1, 2025 at nagtapos noong Hunyo 30, 2026.

AVAILABILITY NG DOKUMENTO
Ang draft CAPER ay mababasa upang masuri publiko sa mga sumusunod na lokasyon:

1. Housing and Community Development Department, sa 200 Georgia Street, Vallejo, CA 94590

2. Sa website ng Lungsod: www.cityofvallejo.net sa ilalim ng Our City, Departments & Divisions, Housing and Community Development, Document Library, Consolidated Plan. (Para sa Internet access, maaring pumunta sa John F. Kennedy Library, 505 Santa Clara Street)

PANAHON NG PAMPUBLIKONG KOMENTO
Magsisimula ang panahon ng pampublikong komento sa Setyembre 4 2026, at magpapatuloy hanggang Setyembre 21, 2026.. Dapat matanggap ang lahat ng komento hanggang Martes, Setyembre 21, 2026 ng 5:00 nang hapon Ang mga nakasulat na komento ay maaring isumite sa pamamagitan ng:

1. Email: [email protected], o

2. Koreo: Atensyon: Chari Francisco, 200 Georgia St., Vallejo, CA 94590, o

3. Office Dropbox o Counter: Attention: Chari Francisco, 200 Georgia St., Vallejo, CA 94590, o

4. Fax: (707) 648-5249

PAMPUBLIKONG PAGDINIG
Ang Housing and Community Development Commission ng Lungsod ng Vallejo ay nakatakdang magsagawa ng public hearing para tumanggap ng mga komento sa draft CAPER at sa regular na pagpupulong matapos ang 7:00 nang gabi sa Huwebes, Setyembre 3, 2026 sa Council Chambers na matatagpuan sa 555 Santa Clara St., Vallejo CA 94590 o sa pamamagitan ng Zoom(https://zoomregular.cityofvallejo.net/), o telepono, idial ang (669) 900-6833. Sino man ang interesadong magkomento sa ulat na ito ay iniimbitahan na lumahok sa pagdinig na ito.

Ang draft CAPER ay nakatakda para sa pagsasaalang- alang at pagkilos Vallejo City Council sa isang regular na pagpupulong sa Setyembre 2026.

Kung kayo ay may anumang katanungan tungkol sa pampublikong paunawa na ito, pakiusap na tumawag sa Housing and Community Development Department sa (707) 648-4507.

Ang Lungsod ng Vallejo ay nagbibigay ng mga programa at serbisyo nito sa paraang walang diskriminasyon, at isang Equal Opportunity Employer. Hinihikayat din ng Lungsod ng Vallejo ang mga kababaihan at mga negosyong pag-aari ng minorya na magsumite ng mga bid at panukala para sa Community Development Block Grant (CDBG) Program at mga kontrata ng HOME Investment Partnerships Program Para sa karagdagang impormasyon, makipag-ugnayan sa City of Vallejo Housing and Community Development Department sa (707) 648-4507.

Ang Council Chambers ay sumusunod sa ADA. Ang mga kagamitan para sa may kapansanan sa pandinig ay makukuha sa pamamagitan ng pagkontak sa pamamagitan ng email sa Housing and Community Development Department sa [email protected] o sa pamamagitan ng telepono sa (707) 648-4507. Ang mga kahilingan para sa mga pagbabago na may kaugnayan sa kapansanan o akomodasyon, tulong o serbisyo ay maaaring gawin ng isang taong may kapansanan na mag-email sa Housing and Community Development Department nang hindi bababa sa 72 oras bago ang pagpupulong gaya ng iniaatas ng Seksyon 202 ng Americanswith Disabilities Act of 1990 at ang mga pederal na tuntunin at regulasyon na pinagtibay sa pagpapatupad nito
r.BP16-07/03/17 2

3559929

VALLEJO CITY HOUSING
200 GEORGIA STREET
VALLEJO, CA 94590
0006985815
(Signature) Melanie Irmer
Legal No.

Vallejo Times-Heraldc/o Legals 57 Commerce Place, Suite A Vacaville, CA 95687
530-406-6223
[email protected]
I am a citizen of the United States. I am over the age of eighteen years and not a party to or interested in the above-entitled matter. I am the Legal Advertising Clerk of the printer and publisher of the Vallejo Times-Herald, a newspaper published in the English language in the City of Vallejo, County of Solano, State of California.

I declare that the Vallejo Times-Herald is a newspaper of general circulation as defined by the laws of the State of California as determined by this court 's order dated June 12, 1952 in the action entitled In the Matter of the Ascertainment and Establishment of the Standing of Vallejo Times-Herald as a Newspaper of General Circulation, Case Number 25864. Said order states "Vallejo Times-Herald" has been established, printed and published in the City of Vallejo, County of Solano, State of California; That it is a newspaper published daily for the dissemination of local and telegraphic news and intelligence of general character and has a bona fide subscription list of paying subscribers; and...THEREFORE, IT IS ORDERED,
ADJUDGED AND DECREED:...That "Vallejo Times-Herald" is a newspaper of general circulation for the City of Vallejo, County of Solano, California. Said order has not been revoked.

I declare that this notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to wit:
08/19/2026
I certify (or declare) under penalty of perjury that the foregoing is true and correct.

Dated at Vallejo, California, this
19th day of August 2026

PROOF OF PUBLICATION
(2015.5 C.C.P.)

STATE OF CALIFORNIA
COUNTY OF SOLANO, S.S.

FILE NO. FY 2025-26 CAPER TAGALOG
r.BP16-07/03/17 1

r.BP16-07/03/17 2

CONSENT CALENDAR 8.T.

DATE: September 8, 2026
TO: Mayor and Members of the City Council
FROM: Harry E. Black, City Mangager
SUBJECT: ADOPT A RESOLUTION APPROVING AND AUTHORIZING THE CITY'S RESPONSE TO THE 2025-2026 MARIN COUNTY GRAND JURY REPORT ENTITLED "MCE, MARIN CLEAN ENERGY: A SERIES OF MISSTEPS HIGHLIGHT NEED FOR GOVERNANCE CHANGES" AND AUTHORIZING THE CITY CLERK TO FORWARD THE RESPONSE TO

THE PRESIDING JUDGE OF THE MARIN COUNTY SUPERIOR COURT AND TO THE

FOREPERSON OF THE MARIN COUNTY CIVIL GRAND JURY

RECOMMENDATION
Adopt a Resolution approving and authorizing the City's Response to the 2025-2026 Grand Jury Report entitled " MCE, MARIN CLEAN ENERGY: A SERIES OF MISSTEPS HIGHLIGHT NEED FOR GOVERNANCE CHANGES” and authorizing the City Clerk to forward the Response to the Presiding Judge of the Marin County Superior Court and to the Foreperson of the Marin County Civil Grand Jury.

REASONS FOR RECOMMENDATION
The City Council is required by law to respond to the Grand Jury Report and to comment on its findings.

Adopting the resolution approving and authorizing the response and directing the City Clerk to forward it to the Presiding Judge of the Marin County Superior Court and to the Foreperson of the Marin Civil Grand Jury will satisfy this obligation.

BACKGROUND AND DISCUSSION
On June 16, 2026, The Marin County Civil Grand Jury released a Report entitled "MCE, MARIN CLEAN ENERGY: A SERIES OF MISSTEPS HIGHLIGHT NEED FOR GOVERNANCE CHANGES", dated June 16, 2026. The report was initiated to examine MCE’s significant increase in energy contract expenses, which occurred following energy purchases made during a period of elevated electricity prices in Fall 2024. The Grand Jury’s review subsequently expanded to consider broader questions regarding MCE’s governance, oversight, transparency, and internal processes.

The Grand Jury issued two findings that require the City's written response no later than September 16, 2026.

The City Manager and staff have prepared a response on behalf of the City of Vallejo for the City Council's consideration and approval. This response is identified as Exhibit A to the Resolution. If approved, the City Clerk will forward the response to the Presiding Judge of the Marin County Superior Court and provide an electronic copy to the Foreperson of the Civil Grand Jury as required by law.

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

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

Date: September 8, 2026
Subject: ADOPT A RESOLUTION APPROVING AND AUTHORIZING THE CITY'S RESPONSE TO THE 2025-2026 MARIN COUNTY GRAND JURY REPORT ENTITLED "MCE, MARIN CLEAN ENERGY: A SERIES OF MISSTEPS HIGHLIGHT NEED FOR GOVERNANCE CHANGES" AND AUTHORIZING THE CITY CLERK TO FORWARD THE

RESPONSE TO THE PRESIDING JUDGE OF THE MARIN COUNTY SUPERIOR

COURT AND TO THE FOREPERSON OF THE MARIN COUNTY CIVIL GRAND JURY

indirect physical change in the environment, pursuant to CEQA Guidelines section 15378.

ATTACHMENTS

1. Resolution -Grand Jury Report Response 2025-26 MCE-A Series of Missteps CAO STAMP

2. Exhibit A - City of Vallejo MCE Grand Jury Response

3. MCE - A Series of Missteps_Grand Jury Report

4. Grand Jury Communication

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

RESOLUTION NO. 26-XXX N.C.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING AND AUTHORIZING THE CITY’S RESPONSE TO THE 2025-2026 GRAND JURY REPORT ENTITLED “MCE, MARIN CLEAN ENERGY: A SERIES OF MISSTEPS HIGHLIGHT NEED FOR GOVERNANCE CHANGES” AND AUTHORIZING THE

CITY CLERK TO FORWARD THE RESPONSE TO THE PRESIDING JUDGE OF THE

MARIN COUNTY SUPERIOR COURT AND THE FOREPERSON OF THE MARIN

COUNTY CIVIL GRANDY JURY

WHEREAS, pursuant to Penal Code section 933, a public agency that receives a Grand Jury Report addressing aspects of the public agency’s operations must comment on the report’s findings and recommendations within 90 days and send such response to the Presiding Judge of the Superior Court with a copy to the Foreperson of the Grand Jury; and

WHEREAS, the City Council of the City of Vallejo has received and reviewed the 2025-2026 Marin County Civil Grand Jury Report dated June 16, 2026, entitled “MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes” and the City Manager’s Office has prepared a response to the Report.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VALLEJO DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The City Council of the City of Vallejo approves and authorizes the response to the 2025-2026 Marin County Grand Jury Report entitled MCE, Marin Clean Energy:

A Series of Missteps Highlight Need for Governance Changes” and authorizes the City Manager to execute the same. A copy of the response is attached hereto as Exhibit A and incorporated herein.

Section 2. The City Council of the City of Vallejo directs the City Clerk to forward the City Council’s Grand Jury Report response to the Presiding Judge of the Marin County Superior Court and to the Foreperson of the Marin County Grand Jury.

Adopted by the City Council of the City of Vallejo at a regular meeting held on September 8, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ANDREA SORCE, MAYOR
ATTEST:

DAWN G. ABRAHAMSON, CITY CLERK

City Manager’s Office ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 City of Vallejo | MCE Grand Jury Response | Page 1 of 3 DATE: 09/08/2026
TO: The Honorable Judge Stephen P. Freccero
Massey Bambara, Foreperson
FROM: Harry E. Black, City Manager
CC: Mayor and Members of the City Council
SUBJECT: City Response to Marin County Civil Grand Jury Report on MCE Purpose
This memorandum presents the City of Vallejo's responses to Findings F4 and F5 and Recommendations R5 and R6 contained on pages 39 and 40 of the Marin County Civil Grand Jury report, "MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes."
Responses
Finding F4
"Many Board members have quite understandably limited expertise regarding a large and complex company such as MCE."
Response: Partially Disagree.

The City agrees that MCE is a large and technically complex public agency operating within specialized energy, financial, regulatory, and contracting environments. It is reasonable to recognize that representatives appointed by member jurisdictions will possess varying levels of experience in these subject areas, however it does not automatically follow that such members have limited expertise
The City notes that MCE's governance model is intentionally based upon representation by elected officials from its member jurisdictions. Financial and energy expertise are important, but they are not the only qualifications relevant to effective Board service. An appointed representative must also exercise sound policy judgment, understand the needs of the community represented, protect the interests of ratepayers, and remain accountable to the appointing jurisdiction.

The City supports enhanced orientation, continuing education, clear financial reporting, and access to independent technical expertise to ensure that all MCE Board members can make informed decisions.

Exhibit A

City Manager’s Office ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 City of Vallejo | MCE Grand Jury Response | Page 2 of 3 Finding F5
"All MCE Board members are local elected officials who face competing demands on their limited time and resources; as a result, meeting attendance has often been poor, and insufficient for optimally effective governance."
Response: Partially Disagree.

The City agrees that elected officials face significant and competing demands and that consistent participation is important to effective governance. Appointment to the MCE Board carries a responsibility to prepare for meetings, participate in deliberations, and represent the interests of the appointing jurisdiction and its ratepayers.

However, the City does not have sufficient information to independently validate the report's broader conclusion that meeting attendance has often been poor across the MCE Board or that attendance has been insufficient for effective governance. Any such assessment should account for the participation of alternate members, meeting schedules, committee assignments, meeting duration, and other relevant circumstances.

The City nevertheless supports reasonable attendance expectations and the effective use of designated alternates to maintain continuity of representation.

Recommendation R5
"By December 31, 2026, all of MCE's Marin jurisdictions and preferably all 38 jurisdictions covered by MCE should implement a process by which their appointed Board member, or designated alternate, commits to attending each regular Board meeting." Response: Will Be Implemented.

The City agrees with the objective of ensuring consistent representation at regular MCE Board meetings.

By December 31, 2026, the City will review and formalize its expectations for the City's appointed MCE Board member and designated alternate. The process will establish an expectation that the appointed representative attend each regular meeting whenever reasonably possible and coordinate with the designated alternate when unable to attend.

The process will recognize that unavoidable absences may occur while emphasizing the importance of maintaining Vallejo's representation and ensuring that the City Council and community remain informed regarding significant MCE matters.

City Manager’s Office ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 City of Vallejo | MCE Grand Jury Response | Page 3 of 3 Recommendation R6
"By December 31, 2026, all of MCE's Marin jurisdictions and preferably all 38 jurisdictions covered by MCE should reassess their appointments of chosen Board members to prioritize those with the most extensive financial and energy expertise." Response: Will Not Be Implemented as Written as the City finds it is not warranted or reasonable, but Will Be Implemented in Modified Form.

The City agrees that financial literacy, energy-sector knowledge, risk oversight, and the ability to evaluate complex contracts are valuable qualifications for service on the MCE Board. The City will consider these qualifications when reviewing future appointments.

The City does not agree, however, that appointments should prioritize candidates solely or primarily on the basis of having the "most extensive" financial and energy expertise. The authority to appoint Vallejo's representative rests with the City Council, which must consider the full range of qualifications necessary to represent the City effectively.

These qualifications include policy judgment, knowledge of Vallejo's community, responsiveness to residents and ratepayers, availability to participate, commitment to public accountability, and the ability to communicate MCE matters to the full Vallejo City Council and the public.

By December 31, 2026, the City will review its appointment considerations and incorporate financial and energy knowledge as important factors within a broader, balanced assessment of the qualifications necessary for effective representation.

2025-2026 Marin County Civil Grand Jury

MCE, Marin Clean Energy:

A Series of Missteps Highlight Need for
Governance Changes
June 16, 2026

SUMMARY
MCE (Marin Clean Energy), one of California’s 25 not-for-profit renewable energy entities, provides electricity to most households and businesses in Marin County, and in three nearby counties, as an alternative to electricity provided by Pacific Gas & Electric Company (PG&E).

Under state law, customers are automatically signed up with MCE, unless they affirmatively take steps to “opt out” in favor of PG&E.

At the height of the electricity cost market in the fall of 2024, MCE entered into expensive contracts that eventually increased its energy expenses over the prior year by about $200 million — more than 25 percent. This issue prompted the Civil Grand Jury to investigate MCE. We found a Board of Directors that rarely asserted its responsibility of governance, and management that appeared to be taking advantage of this situation. We also found that controls for contract approval and other internal processes were not being followed. The investigation concluded with a number of key findings, some of which we summarize here:
(1) MCE’s Board of Directors has not taken a sufficiently active role in the important decisions affecting the agency — and has failed to systematically review its policies, performance, and future strategy.
(2) By delegating to the CEO, the Board’s approval authority over hiring of MCE’s General Legal Counsel, the Board has lost access to adequate independent legal advice when it is needed.
(3) The energy contracts at the heart of MCE’s business are complex — and Board members face a considerable challenge to understand the relationship between those contracts and the renewability of the electricity that MCE provides to its customers. (4) On multiple occasions, MCE management has been insufficiently transparent with its Board.

Our report offers recommendations addressing these and related findings. We briefly summarize some of our primary recommendations:
(1) MCE’s Board should act as a governing board, by deepening its oversight, and exercising primary authority over matters such as energy procurement decisions, hiring, and budget plans.

Marin County Civil Grand Jury Page 2 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes (2) The Board should reinstate approval authority for hiring of both CEO and General Legal Counsel, and have approval authority for hiring of all other top-level management personnel.
(3) The Board should address its composition and effectiveness, and related issues in its planned “governance assessment” — a laudable ongoing Board-initiated project that is expected to be completed after publication of this Grand Jury report. (4) The Board should review the value of certain costly contracts that, some knowledgeable critics assert, serve primarily to allow MCE to claim a higher renewable (i.e., “greener”) Power Content Label.

The Grand Jury applauds MCE for pioneering the Community Choice Aggregator (CCA) model, and for considerable success in advancing renewable energy. We acknowledge that management faces unusual challenges in working with a large Board composed of elected members, who often lack significant financial and energy experience. We also recognize that our recommendations in this report are broad and consequential. Yet we believe these significant actions and operating changes are necessary if the Board is to properly govern this more than $840 million public organization (approaching the size of Marin County’s entire annual budget1) and position MCE for continued success. Without the proposed modifications to its current operating regulations and organizational documents, we are concerned the Board will not be able to provide needed oversight of MCE’s future performance.

BACKGROUND
A Local Option for Electricity Service: “Community Choice Aggregation” In 2002 the California Legislature amended the Public Utilities Code2 to provide for “Community Choice Aggregators” (CCAs) — allowing counties and cities to buy electricity and sell it to their residents and businesses. CCAs can negotiate electricity contracts with power providers that focus on “clean” energy sources. CCAs can then offer purchased power to local subscribers as an alternative to electricity provided by an “Investor-Owned Utility” (IOU) such as Pacific Gas & Electric (PG&E). Each CCA relies on its area IOU’s existing power lines, metering, and billing systems to deliver and charge for the electricity supplied by the CCA.3 The same 2002 legislation made a local CCA the default electricity provider for all new customers within that CCA’s service area, but permits customers to “opt out,” and so retain electricity generated by the local IOU if the customer wishes.4

1 See News Release, “Board Approves $865.8 Million Budget for 2025–26,” County of Marin website, https://www.marincounty.gov/news-releases/board-approves-8658-million-budget-2025-26. All urls cited in this report are current as of May 15, 2026.
2 Assembly Bill No. 117 (Sept. 24, 2002), amending Cal. Public Utilities Code, §§ 218.3, 366, 394, and 394.25; and adding §§ 331.1, 366.2, and 381.1. See generally J.R. DeShazo et al., “The Promises and Challenges of Community Choice Aggregation in California” (2017) UCLA Luskin School of Public Affairs, https://innovation.luskin.ucla.edu/wp-
content/uploads/2019/03/The_Promises_and_Challenges_of_Community_Choice_Aggregation_in_CA.pdf (describing the nature, emergence, and benefits of CCAs). 3 Each IOU also continues to provide all natural gas service. 4 Cal. Public Utilities Code, § 366.2, subd. (a), (2) & (3).

Marin County Civil Grand Jury Page 3 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes Marin Clean Energy (MCE)
Marin Clean Energy (MCE) was formed under a Joint Powers Agreement in 20085 as a not-for- profit entity, and became California’s first CCA in 2010.6 Its vision then, as now, has been to “lead California to an equitable, clean, affordable, and reliable energy economy by serving as a model for community-based renewable energy, energy efficiency, and cutting-edge, clean-tech products and programs.”7 MCE began with a small staff, a management team that included co- founder and current Chief Executive Officer (CEO) Dawn Weisz, and an eight-member governing Board of Directors composed of one member from each town or city council, elected in each of Marin’s originally participating seven towns and cities, and one Marin County Supervisor.8 Today there are 25 CCAs in California, serving more than 15 million customers in over 200 California cities and counties,9 subject to some regulation by the state.10 Other notable CCAs include AVA Community Energy (serving Alameda County, and some cities in the Central Valley),11 Silicon Valley Clean Energy (serving 13 South Bay communities),12 and Peninsula Clean Energy (serving 22 San Mateo County communities and the City of Los Banos).13
In the years since its formation MCE has grown to include all eleven Marin cities and towns, the unincorporated parts of Marin County, and the counties of Contra Costa, Napa, and Solano, as well as numerous cities within those counties.14 MCE currently provides electricity to 38

5 MCE, “Formation Documents” / “Joint Powers Agreement (pdf) — Updated April 17, 2025” https://mcecleanenergy.org/key-documents/. The current parties to the JPA are described post, fn. 14. 6 MCE, “Formation Documents” / “MCE Implementation Plan (pdf) — Revised January 2013” https://mcecleanenergy.org/wp-content/uploads/2019/12/Marin-Energy-Authority-Community-Choice-Aggregation- Implementation-Plan-And-Statement-of-Intent-Revised_012213.pdf. 7 MCE, “Our Purpose” https://mcecleanenergy.org/about/. 8 MCE, “Celebrating 15 Years of Clean Energy, Climate Action, and Community Power, Impact Report 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/12/2025_MCE_Impact-Report_111325-1.pdf p. 6. 9 California Community Choice Association (CalCCA), https://cal-cca.org/about/; MCE, “What is Community Choice Aggregation?” https://mcecleanenergy.org/faq/.
10 See, for example, hearings held by the Cal. Senate Committee on Energy, Utilities and Communications (Aug. 23, 2017) “The Changing Electricity Landscape: The Growth of Community Choice Aggregators (CCAs),” https://www.senate.ca.gov/media/senate-energy-utilities-communications-committee-20170823?format=video; Cal.

Senate Committee on Energy, Utilities and Communications (Mar. 19, 2019) “The Changing Electricity Landscape:

The Need for a New Regulatory Approach?” https://www.senate.ca.gov/media/senate-energy-utilities- communications-committee-20190319?format=video.

See also, e.g., Senate Bill. No. 155 (Oct. 2, 2019), amending Cal. Pub. Utilities Code, §§ 399.13, 399.16, 454.5 & 454.52 (strengthening oversight of CCAs by the California Public Utilities Commission; requiring CCAs and other load-serving entities to strictly adhere to California renewable energy and grid adequacy requirements). 11 Ava Community Energy, https://avaenergy.org/.
12 Silicon Valley Clean Energy, https://svcleanenergy.org/. 13 Peninsula Clean Energy, https://peninsulacleanenergy.com. 14 MCE, “Celebrating 15 Years of Clean Energy, Climate Action, and Community Power, Impact Report 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/12/2025_MCE_Impact-Report_111325-1.pdf, at pdf pp. 7–11.

As of 2026, there are 38 parties to the Joint Powers Agreement (“Marin Energy Authority Joint Powers Agreement,” https://mcecleanenergy.org/wp-content/uploads/2025/10/MCE_JPA-Agreement_38_Communities- Updated_4.17.25.pdf).

Marin County Civil Grand Jury Page 4 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes communities, with 34 elected local government officials serving on its Board of Directors.15 Reflecting this increased coverage, Marin Clean Energy now simply refers to itself as “MCE.” The Grand Jury supports MCE’s mission and wishes for it to succeed. MCE’s contribution to clean energy, climate action, and community power is substantial and well documented.

According to MCE’s 2025 Impact Report, over the past 15 years MCE’s clean energy investments have resulted in 1085 MW of new renewable energy capacity built or under development, and a reduction in greenhouse gas emissions of 500,000 mega-tons of CO2e. To support its customers financially and ensure that all customers can benefit from a green economy, MCE has provided $80 million in bill savings and discount programs, credited $12 million to low-income customers through the MCE Cares Credit, issued $19 million in customer rebates for EVs and EV charging, and distributed $57 million for energy efficiency upgrades. To prioritize underserved populations, MCE has awarded $100,000 in community partnership support to help residents and businesses become more climate-ready; supported more than 80 underserved youth in gaining hands-on training in green construction, electrification and energy efficiency through its NextGen Trades Academy; and empowered underserved communities in Concord, Richmond, San Rafael, and Vallejo to help shape the future of transportation.16

Caption: MCE Factsheet. Source: MCE Impact Report 2025, https://mcecleanenergy.org/wp- content/uploads/2025/12/2025_MCE_Impact-Report_111325-1.pdf, at pdf p. 4.

15 MCE, “Board of Directors,” https://mcecleanenergy.org/board-of-directors/. Consistent with MCE’s organizational documents, the 34-member Board consists of representatives from the 38 communities, with one Board member representing Napa county plus four cities within that county. 16 MCE, “Celebrating 15 Years of Clean Energy, Climate Action, and Community Power, Impact Report 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/12/2025_MCE_Impact-Report_111325-1.pdf at pdf pp. 4–15.

Marin County Civil Grand Jury Page 5 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes MCE’s annual revenue is currently more than $840 million.17 It provides electricity for more than 600,000 customer accounts and 1.8 million residents and businesses in the four-member counties.18 MCE currently has a staff of more than 120, and a management team of three.19 The staff is diverse and the agency looks to be welcoming of all backgrounds. About sixty percent of the employees are women.20 By all accounts, the agency appears to be a top place to work, and a place where staff can succeed.21
MCE explains that it purchases electricity “mostly … from nonpolluting, renewable sources such as solar, wind, geothermal, hydroelectric, and bioenergy. The projects that produce our electricity are located in California, the Pacific Northwest, and Colorado. The exact proportion of each varies with time, based on demand and availability. For example, MCE may use a higher proportion of hydroelectric energy during the spring and summer months when winter runoff generates more power at affordable prices.”22 MCE procures electricity by entering into “short- and long-term contracts with a variety of power suppliers to meet the energy needs of our customers.”23
MCE offers two main electricity supply programs. One is called “Light Green,” which aims to provide electricity that is sourced at least 60 percent from “eligible renewables” such as solar and wind (along with biomass & biowaste, geothermal, and “eligible hydroelectric”). The other is called “Deep Green,” which is advertised as electricity derived entirely from solar and wind.24 In 2024 MCE exceeded its Light Green 60 percent goal, supplying to its customers 69 percent renewable electricity under that program.25
Ultimately, MCE is an energy trader, purchasing and selling electricity. At one end, MCE purchases power in an energy market in competition with other CCAs and other energy traders.

But unlike most energy traders, MCE does not both buy and sell in the same energy market. The endpoint for MCE electricity is with rate paying customers, as MCE sells its electricity in competition with PG&E. In FY 2024–25 MCE spent nearly $200 million more than the previous

17 Id. at pdf p. 5.
18 MCE, “What is MCE?” https://mcecleanenergy.org/faq/. 19 MCE, “Meet our Team,” https://mcecleanenergy.org/our-team/. MCE lists its three executives as the Chief Executive Officer, Chief Operating Officer, and Chief Customer Officer — excluding its Chief Financial Officer from the Executive Leadership team.
20 Ibid.
21 “The San Francisco Bay Area Top Workplaces 2025,” https://topworkplaces.com/award/bayarea/2025/35-149/ (listing MCE as No. 12 of companies with 35–149 employees). 22 MCE, “Where does MCE get its electricity?” https://mcecleanenergy.org/faq/. 23 MCE, “How does MCE procure power?” https://mcecleanenergy.org/faq/. 24 MCE, “Compare Rates and Choose What Works Best for You,” https://mcecleanenergy.org/compare-rates-and- options/ (highlighting the “renewable” percentages for “Light Green” and “Deep Green,” respectively). As explained in an MCE chart regarding its “2024 Power Content Mix,” the legal term, “ eligible renewables” includes the sources listed in the text above, but excludes electricity sourced from coal, “large hydroelectric,” natural gas, and nuclear plants. The same chart characterizes PG&E’s electricity as sourced 63 percent from “nuclear” (and 12 percent from “large hydroelectric” — yet none from coal), which, in combination with other lesser sources, results in PG&E’s “eligible renewables” figure of only 23 percent. MCE, “Where Your Energy Comes From” / “Ensuring Transparency” https://mcecleanenergy.org/energy-sources/. 25 MCE, “Compare Rates and Choose What Works Best for You,” https://mcecleanenergy.org/compare-rates-and- options/.

Marin County Civil Grand Jury Page 6 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes year on one-to-five-year energy contracts, while prices were at a peak. In light of these high-cost purchases, MCE must include these high costs in its rates, until these expensive power contracts are complete. In other words, MCE’s rates to customers are higher than they could have been without its expensive purchases, and it is less able to compete with PG&E because of those purchases.

Why did MCE purchase these contracts that created a $200 million year-over-year variance, while other CCAs in the same market did not make similar purchases leading to similar variances? The answer to this question requires a “deep dive” into how MCE operates, and examination of details about how energy is purchased and delivered. But even as we examined power purchases, we found irregularities concerning other operational details. Our investigation identified serious concerns regarding governance, oversight, transparency, and adherence to internal controls.

Public-Interest Watchdog Critiques of MCE — Followed by a Series of Articles Published in The Marin Independent Journal
Beginning in the Fall of 2025, several state and local public-interest watchdog groups — including Clean Coalition, Marin Conservation League, and Marin’s Coalition of Sensible Taxpayers — submitted public comments to MCE, verbally at Board meetings and in writing, critical of MCE’s recent financial performance and governance.26 We will address these critiques, and public comments by others, in the “Discussion” section of this report below.

Subsequently the Marin Independent Journal published a series of four articles examining MCE in late October 2025. The initial article described the efforts of some MCE Board members to encourage more transparency and accountability.27 It reported that although most of MCE’s Board members “had confidence in management … for the second year in a row, MCE’s expenses differed from its budget by more than $100 million, its auditors reported. Total expenses increased by $200 million from the year before — creating an operating loss.”28 The final series article observed that several former MCE directors had commented that the Board’s large size “is not conducive to detailed discussion.”29 The article quoted a former Board member — an accountant who was on the Board during its first decade, when there were only 12 members: “ ‘But even then, I wasn’t the only one who felt like the Board … had absolutely no experience in the utility business, which is a complicated business, and we had no choice but to rely on what management tells us.’ ”30 That former member concluded: “ ‘There were certain

26 Beginning in 2025, such public comments have been posted on MCE’s website on a page titled “Written Public Comment Submissions,” https://mcecleanenergy.org/board-meetings/#public-comments. 27 Steven Rosenfeld, “Friction at MCE, Part 1: Calls for financial reform, transparency” (Oct. 25, 2025) Marin Independent Journal, https://www.marinij.com/2025/10/25/friction-at-mce-part-1-calls-for-financial-reform- transparency/.
28 Ibid.
29 Steven Rosenfeld, “Friction at MCE, Part 4: Management, allies block governance reforms” (Oct. 28, 2025) Marin Independent Journal, https://www.marinij.com/2025/10/28/friction-at-mce-part-4-management-allies-block- governance-reforms/.
30 Ibid.

Marin County Civil Grand Jury Page 7 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes things we could comment on, but the basic business was just oblivious to us…. There was a strong feeling that the Board should hire some outside advisers who reported to the Board and not to management.’ ”31
In the ensuing months periodic follow-up articles have been published in the Marin Independent Journal, reporting on MCE Board and committee meetings.32 Various interested persons and groups have continued to submit critical and constructive comments in the form of letters and memoranda, which MCE has continued to post on its website.33 In late 2025, MCE’s Board voted to create a standing finance committee.34 It also voted in early 2026 to undertake a “governance assessment,” the scope of which will be defined after the Board receives and evaluates responses to its request for proposals, which were due by the end of April, 2026.35 Clearly, this governance assessment project will not commence until well after June, 2026 — subsequent to the end of the current Marin County Civil Grand Jury term.

APPROACH
We reviewed material posted on MCE’s website (https://mcecleanenergy.org/), including hundreds of pages of meeting packets, dozens of hours of Board of Directors and related committee meeting videos, along with financial, formation, and policy documents, and written public comments. We also reviewed the websites of other peer CCAs, and other sources and professional articles concerning CCAs.

We also researched California legislation creating and governing CCAs, and related legal constraints on public entities by the Brown Act, California’s open public meetings law.36 We conducted approximately 30 hours of interviews with 14 persons including: (1) members of MCE’s Board of Directors; (2) representatives of watchdog entities who have commented on MCE’s operations; (3) members of the public who have submitted comments to MCE; and (4) representatives of MCE’s management.

31 Ibid., italics added.
32 Responding to the series of Marin IJ articles, MCE posted a document in November 2025 that purported to clarify and correct asserted IJ “misinformation”: https://mcecleanenergy.org/fact-or-fiction-on-the-friction-at-mce/. (Found by Google search.) Although MCE has promoted complimentary media coverage on its “In The News” website section, and directly linked to such articles, MCE has posted only responses — but with no links — to Marin IJ articles.
33 MCE, “Written Public Comment Submissions,” https://mcecleanenergy.org/board-meetings/#public-comments. 34 MCE, “Meeting Archive” / “Board of Directors November 20, 2025 Minutes,” https://mcecleanenergy.org/wp- content/uploads/2026/01/MCE-Board-Meeting-Minutes-November_2025.pdf, item 8. 35 MCE, “Meeting Archive” / “Board of Directors January 15, 2026 Minutes,” https://mcecleanenergy.org/wp- content/uploads/2026/03/MCE-Board-Meeting-Minutes-January_2026.pdf, at pdf p. 4 (item 8); MCE, “Open Solicitations” / “MCE Solicitations” / “Governance Assessment Services RFP,” https://mcecleanenergy.org/wp- content/uploads/2026/03/2026-01-RFP-for-Governance-Assessment-Services.pdf (“MCE … seeks a qualified organization or individual(s) to assess MCE’s governance structure and practices and develop recommendations based upon the findings”). Id. at pdf p. 1.
36 Cal. Gov. Code, §§ 54950–54963.

Marin County Civil Grand Jury Page 8 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes In our investigation of specific missteps that have recently come to light at MCE, we realized problems arose from broader issues about organizational governance, and operational transparency. We subsequently focused our inquiry on underlying issues that, we believe, led to those missteps.

Throughout our investigation we continued to monitor and review postings (meeting packets and videos; public comment documents, etc.) published on MCE’s website, and those of some comparable peer CCAs. We also continued to monitor ongoing articles, editorials, and letters to the editor appearing in the Marin Independent Journal and other publications. However, because of the timing of this jury’s one-year term, and necessary review of this report prior to publication, we ended our investigation on May 15, 2026.

DISCUSSION

1. MCE Board Members Disagree About the Scope of Their Governance Role Soon after we initiated our investigation, we found a basic disagreement amongst the Board members about their Board responsibilities. Although some members have been active in requesting information from management and offering analysis and strategy suggestions, others felt this was beyond their scope and preferred to defer to management. We reviewed MCE’s foundational documents to determine what was originally anticipated for these responsibilities.

The function and authority of MCE’s Board of Directors is described in its governing documents. MCE’s Joint Powers Agreement (JPA) provides: “The governing body of the Authority shall be a Board of Directors (‘Board’) consisting of one director for each Party [county and municipalities] that “meets at regular intervals to provide the overall management and guidance for MCE.”37 Consistent with the JPA, MCE’s Revised Community Choice Aggregation Implementation Plan and Statement of Intent (Plan) specifies that the Board’s primary duties are to “establish program policies, set rates and provide policy direction to the Executive Officer, who has general responsibility for program operations, consistent with policies established by the Board.”38 In this report, we refer to the Board’s roles and duties set forth in these foundational documents, when exercised, as “governance.” Governance defines the structural framework — rules, practices, and processes — that enables effective corporate oversight and ensures transparency. Governance also determines how a board of directors supervises management, mitigates risks, and discloses information to stakeholders, fostering trust and accountability.39

37 MCE, “Formation Documents” / “Joint Powers Agreement (pdf) — Updated April 17, 2025” https://mcecleanenergy.org/key-documents/, art. 4, § 4.1. 38 MCE, “Formation Documents” / “MCE Implementation Plan (pdf) — Revised January 2013” https://mcecleanenergy.org/wp-content/uploads/2019/12/Marin-Energy-Authority-Community-Choice-Aggregation- Implementation-Plan-And-Statement-of-Intent-Revised_012213.pdf, at pdf p. 11 (“Organizational Overview”). 39 See, e.g., Continuing Education of the Bar (CEB) (Feb. 21, 2025), https://ceb.com/blog/corporate-governance- compliance-in-house-governance-strategies/.

Marin County Civil Grand Jury Page 9 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes In light of these foundational documents, we conclude that the MCE Board is expected to exercise an active governance role.

Our interviews with Board members, together with our review of relevant MCE documents and videos of Board and committee meetings reveals the following:
● Some Board members, stressing their understanding that governing directors owe a fiduciary duty to their constituents and MCE ratepayers, have sought financial and energy market-related information in order to better understand MCE’s operations. As detailed later in this report, these Board members have attempted to understand why MCE’s energy contracts entered into in the fall of 2024 greatly exceeded, by up to approximately $200 million, those of the prior year. They also seek to know the extent of any problem, and how it or similar variances might be avoided in the future. These members also have advocated for internal governance changes to help Board members better monitor financial matters to set policy regarding energy procurement and related matters. ● Other Board members have questioned the need for enhanced financial oversight, and the necessity of creating any new internal committee charged with that task. Some of these members have stressed their general respect for, and trust in, MCE’s experienced management and professional staff. Others in this group have asserted that those who seek more specific and detailed financial information and related internal governance reforms are from small jurisdictions — and hence have too much time on their hands compared with members who serve larger populations. And, as detailed later in this report, some have accused fellow Board members of acting in ways that challenge the Board’s decorum, and impose unreasonably on MCE’s staff. For many of these Board members, those who seek further details about financial transactions and invoke “fiduciary duty” can be, and have been, viewed as impairing MCE’s pre-existing positive “culture.”
● MCE management weighs in on the side of less assertive Board governance, and has acted in a variety of ways consistent with that end. Although MCE explains that it is “governed by [its] Board of Directors” whose “monthly meetings … are always open to the public,” thus ensuring “public transparency and accountability,”40 we have found that this expressed dedication to Board governance is often illusory. We highlight here one example related to MCE’s significant efforts to “onboard” new members.

As recently as early 2025, MCE’s management emphasized a limited scope for Board oversight and investigative roles in its Board training materials, while prioritizing other functions, such as promotion of MCE generally. One such piece, an official MCE Board member orientation slide titled “MCE Board, What is the Assignment?” characterized the role of each new Board member, explaining the “Role of [the] Board of Directors” is to “share,” “inform,” “advise,” and “advocate.” Significantly, this orientation material mentioned nothing about what one might expect to see as a primary role of each Board member: Governance.

Only recently did MCE revise this Board member orientation slide to add the word “Govern” to the list of each member’s role.41 Yet even that change is circumscribed: The revised slide (shown

40 MCE, “MCE Governance & Finance FAQ” / “Who governs MCE?” https://mcecleanenergy.org/faq/. 41 MCE, “Meeting Archive” / “Special Meeting, MCE Board Orientation” (Feb. 20, 2025), https://mcecleanenergy.org/wp-content/uploads/2025/02/MCE-Board-Orientation-Meeting-

Marin County Civil Grand Jury Page 10 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes below) suggests that the primary “focus” of each Board member should be on “the connection” between MCE and that member’s jurisdiction. Certainly, this connection is important, and consistent with MCE’s corporate culture. But this focus diminishes Board governance as a stated priority, on par with “spread the word,” and “offer your perspective.” Moreover, the newer “Assignment” orientation slide imposes a narrow scope to the concept of governance, limiting it to approving MCE’s “budget, rates and policies.”

Caption: MCE Board orientation “assignment” description in effect beginning February 2025 — with “Govern” added.

Source: MCE, https://mcecleanenergy.org/wp-content/uploads/2025/02/MCE-Board-Orientation-Meeting- Packet_February_20_2025.pdf, at pdf p.10.

MCE’s current orientation materials also include a slide that makes no reference to any governing role. It acknowledges that Board members have other responsibilities, and emphasizes that they should “rely on and trust” MCE’s staff.42 The same new Board orientation materials also describe the Board’s three standing committees — Executive, Finance, and Technical. The materials state, regarding each, that it “hears and approves” matters within its jurisdiction — but the materials do not specifically mention any role regarding governance.43 The Grand Jury’s Conclusions About Board Member and Management Views of Governance:

The Grand Jury concludes that active governance is clearly anticipated in MCE’s foundational documents, and is necessary for MCE to meet the requirements of those documents. And yet MCE’s Board of Directors is divided about how actively it should govern. This disagreement is compounded because MCE’s management, and some Board members, appear to promote an agency culture that prioritizes deference to the financial and policy preferences of management.

As a result, despite having grown to an $840 million company, decisions affecting MCE’s operation and strategy are currently largely driven by a few members of management.

Packet_February_20_2025.pdf, at pdf p. 10. We acknowledge here that “approve” is certainly one act in governance. However, standing alone and in this context, one reasonable (and likely, in our view) implication to be taken from this piece is that the Board may rely on management’s recommendations, without the need for independent “oversight,” or “investigation,” or “evaluation.” 42 MCE, “Meeting Archive” / “MCE Board Orientation” (Mar. 11, 2026), https://mcecleanenergy.org/wp- content/uploads/2026/03/MCE-Board-Orientation-Meeting-Packet-March-2026.pdf, pdf p. 15 (“As elected representatives of their communities, Board members are busy with many work and community commitments. MCE employs professional staff with specialized expertise and full-time engagement on MCE operations that Board members can rely on and trust to focus on MCE’s continued success with their communities.”). 43 Id. at pdf pp. 16–18.

Marin County Civil Grand Jury Page 11 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes

2. MCE’s Board Has Ceded its Authority In Numerous Circumstances Over the past years MCE’s Board of Directors have passed various resolutions, and amendments to its Operating Rules and Regulations, reflecting changes that have ceded Board authority in various key matters. These changes, usually in the form of “delegations” to the CEO, have involved the Board’s authority over purchasing;44 compensation, hiring and firing;45 agenda setting;46 approval of the hiring of General Counsel;47 and most significantly, energy procurement — MCE’s main function.48

44 MCE, “Key Documents” / “Resolutions and Ordinances” / “Resolution 2018-04,” https://mcecleanenergy.org/wp- content/uploads/2018/04/Resolution-2018-04_Designating-the-CEO-as-Agent-Pursuant-to-Code-25500.pdf (see related chart describing the specific ceding of Board authority). 45 MCE, “Key Documents” / “Resolutions and Ordinances” / “Resolution 2018 -09,” https://mcecleanenergy.org/wp- content/uploads/2018/10/Resolution-2018-09-Delegating-Auth.-of-Setting-Comp.-Tenure-Appt.-and-Cond.-of- Emplymnt-to-ExCom-and-CEO-1.pdf (see related chart describing the specific ceding of Board authority). 46 MCE, “Formation Documents” / “Amended Operating Rules [and] Regulations (pdf) — August 17, 2023, https://mcecleanenergy.org/wp-content/uploads/2023/08/Amended-MCE-Operating-Rules-Regulatons-Final-

8.21.23.pdf. The prior version of the Operating Rules and Regulations (undated, posted at https://mcecleanenergy.org/wp-content/uploads/operating-rules-regulations-asammended.pdf) provided, in article IV, § 1.a, that the Board Chair would “supervise the preparation of the business agenda.” The revised version of article IV, § 1.a, reduces that role, providing that the Board Chair simply “review the business agenda.” 47 MCE, “Key Documents” / “Amended Operating Rules [and] Regulations (pdf) — August 17, 2023,” https://mcecleanenergy.org/wp-content/uploads/2023/08/Amended-MCE-Operating-Rules-Regulatons-Final-

8.21.23.pdf. The prior version of the Operating Rules and Regulations (undated, posted at https://mcecleanenergy.org/wp-content/uploads/operating-rules-regulations-asammended.pdf) listed, in article VII, § 2, as a matter that “shall be approved only by a majority vote of the full membership of the Board,” the following:
“b. The hiring of an Executive Director and General Counsel.” The revised version of that provision (now renumbered article “VI,” § 2.b.), removes the prior reference to General Counsel, and lists only “The hiring of a Chief Executive Director.” MCE, “Formation Documents” / “Amended Operating Rules [and] Regulations (pdf) — August 17, 2023, https://mcecleanenergy.org/wp-content/uploads/2023/08/Amended-MCE-Operating-Rules- Regulatons-Final-8.21.23.pdf.
48 MCE, “Key Documents” / “Resolutions and Ordinances” / “Resolution 2020 -04,” https://mcecleanenergy.org/wp- content/uploads/2020/11/Resolution-2020-04-Delegating-Energy-Procurement.DOCX.pdf (see related chart describing the specific ceding of Board authority). The language of Resolution 2020 -04, delegating purchasing authority, traces back through Resolution 2018-03 (https://mcecleanenergy.org/wp- content/uploads/2018/04/Resolution2018-03_Rescinding-Reso-No.-2017-02-and-Delegating-Energy-Procurement- Auth.pdf) to Resolution 2017-02 (https://mcecleanenergy.org/wp-content/uploads/2017/02/Resolution- 2017_02_MCE-Delegating-Contracting-Authorities.pdf).

Marin County Civil Grand Jury Page 12 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes Caption: Recent actions ceding MCE Board’s authority to the CEO.

Source: MCE website “Key Documents,” https://mcecleanenergy.org/key-documents/.

In this section, we will focus on the ceding of energy procurement authority, as this has directly affected customer rates. The issue regarding hiring of General Counsel is also touched on below. ● Regarding energy procurement: The Board has, since at least 2017, delegated authority to the CEO to enter into energy procurement contracts as follows:
○ The CEO may unilaterally enter into short term (up to 12 months) energy contracts.
○ The CEO may “jointly,” with the “Technical Committee Chair … after consultation with a Committee of the Board, … approve and execute contracts … for terms of less than or equal to five years.” The most recent MCE policy reflecting these internal controls is Resolution 2020-04.49 Even with this expanded authority, as explained in section 4 of this report, MCE management has routinely violated the internal control rules of Resolution 2020-04 italicized above, by (1) executing contracts with Board members other than the Technical Committee Chair, and (2) without the required prior “consultation” with a committee.

In response to public criticism about these violations of its own longstanding internal controls, MCE management in early 2026 proposed, and the Board approved, Resolution 2026-01. This new procurement resolution created an interim committee to consult about and approve energy contacts, management asserted, “for the purpose of advising on and facilitating MCE’s delegations, as set forth in Resolution 2020-04.”50

49 Ibid.
50 MCE, “Key Documents” / “Resolutions and Ordinances” / “Resolution 2026 -01,” https://mcecleanenergy.org/wp- content/uploads/2026/03/2026-01-re-Interim-Advisory-Committee.pdf. The resolution stated: “Consultation with the [interim committee] constitutes ‘consultation with the appropriate Committee of the Board of Directors’ within the meaning of the delegation regarding one- to -five-year energy procurements under Resolution 2020-04, with respect to procurements executed after the date of this Resolution.” Id. at pdf p. 2. The resolution also provided that the interim committee “will sunset when the Board completes its governance assessment, revisits and/or clarifies the

Marin County Civil Grand Jury Page 13 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes Less than one month later, MCE management proposed and recommended the Board approve “Resolution 2026-02,”51 seeking to rescind both Resolutions 2020-04 and 2026-

01. Resolution 2026-02 would, in essence, endorse the past internal control violations, and at the same time, (1) eliminate any consultation with a Board committee, and (2) delegate even more authority to the CEO to enter into short and medium term contracts — including those up to 10 years (and of any value) — as well as all contracts of any duration, so long at the “notional value” is no greater than the huge sum of $65 million.52 Specifically:
○ Instead of prior “consultation” with a “Board committee,” the proposed resolution would require only that the Technical Committee Chair (or in that person’s absence, the Committee Vice Chair, or Board Chair, or Vice Chair of the Board) “must have met with MCE Staff at least once within the prior 12 months to review MCE’s open positions and contracting needs.”53
○ The proposed resolution also would further expand the CEO’s unilateral authority far beyond energy contracts of up to 12 months, instead granting new power to “approve and execute” energy contracts “of any amount, with delivery periods having a cumulative total of less than or equal to 60 months.”54 And this would apply to contracts “of any term, with a notional value less than or equal to $65 million.”55 In other words, with this additional delegation, the CEO would be given unilateral authority over essentially all of MCE’s energy contracts.

When proposed Resolution 2026-02 was submitted to the Board for approval at its April meeting, many public commenters — including the Sierra Club, the Marin Conservation League, and Marin’s Coalition for Sensible Taxpayers — objected, in writing and orally, to the proposed dramatically increased delegation of authority to the CEO.56 In addition, some Board members spoke up, balking at perceived internal inconsistencies in the

delegations set forth in Resolution 2020-04 or its successor, or modifies this Resolution, whichever comes first.” Ibid.
51 MCE, “Meeting Archive”/ “Board of Directors April 16, 2026 Meeting Packet,” https://mcecleanenergy.org/wp- content/uploads/2026/04/MCE-Board-Meeting-Packet-April-2026.pdf, at pdf p. 88. 52 Id. at pdf at pp. 99–101 (reline comparing proposed changes with Resolution 2020-04). 53 Id. at pdf at p. 100.
54 Id. at pdf pp. 100–101.
55 Id. at pdf p. 101.
56 MCE, “Meeting Archive”/ “Board of Directors April 16, 2026 Video,” https://www.youtube.com/watch?v=j3Juv1s4cVY, at 1:33:50–1:54:20. Regarding the written comments, see, e.g., MCE, “Written Public Comment Submissions” / “Public Comment Letter from Lucy Dilworth — Distributed

4.15.26,” https://mcecleanenergy.org/wp-content/uploads/2026/04/Public-Comment-Letter-Lucy-Dilworth-

4.14.26.pdf (CST); id., “Public Comment Letter from Julia Dowell — Distributed 4.15.26,” https://mcecleanenergy.org/wp-content/uploads/2026/04/Public-Comment-Letter-Julia-Dowell-4.15.26.pdf (Sierra Club); “Public Comment Letter from Alicia Minyen — Distributed 4.15.26,” https://mcecleanenergy.org/wp- content/uploads/2026/04/Public-Comment-Letter-Alicia-Minyen-4.16.16.pdf; “Public Comment Letter from Michael Kamerick — Distributed 4.16.26,” https://mcecleanenergy.org/wp-content/uploads/2026/04/Public- Comment-Letter-Michael-Kamerick.pdf (Sierra Club); “Public Comment Letter from Nick Pappas — Distributed

4.17.26,” https://mcecleanenergy.org/wp-content/uploads/2026/04/Public-Comment-Letter-Nick-Pappas-

4.17.26.pdf; “Public Comment from Doug Kelly — Distributed 4.17.26,” https://mcecleanenergy.org/wp- content/uploads/2026/, /Public-Comment-Letter-Doug-Kelly-4.16.16.pdf (CST); “Public Comment from Mary Fitzpatrick — Distributed 4.21.26,” https://mcecleanenergy.org/wp-content/uploads/2026/04/Public-Comment- Letter-Mary-Fitzpatrick-4.21.26.pdf.

Marin County Civil Grand Jury Page 14 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes proposal and supporting materials, and lack of guardrails.57 For example, one Board member, apparently referencing the recent $200 million variance in MCE’s energy costs, observed that the “challenges and missteps of the recent past have made it clear that this organization requires more oversight of its contracting activities, not less.”58 In essence, these members apparently believed that the suggestion to significantly further delegate authority to the CEO was poorly thought out and presented — and that Resolution 2026- 02 required substantial revision.

In response, the Board Chair tabled the proposal, and indicated that revisions might be offered and considered in an upcoming MCE “procurement workshop.”59 It is unclear when this matter will be brought back to the Board.
● Regarding General Counsel: The Board has also delegated to the CEO all authority for the hiring of General Counsel. Prior to August 17, 2023, MCE’s Operating Rules and Regulations (OR&R) required Board approval for the hiring of General Counsel. MCE’s revised OR&R, as amended on August 17, 2023, no longer requires such Board approval (see fn. 47). In our interviews, MCE Board members informed us that removing the Board’s own authority to approve such hiring has left the Board without access to adequate independent legal advice.

As further detailed in the Appendix, we see irregularities surrounding General Counsel’s appointment that may have left the Board unaware of how this change occurred. ○ It appears that MCE’s CEO elevated the current General Counsel to that role in about April 2023 — prior to the August 17 change in the OR&R, and at a time when such an appointment required approval of the full Board. MCE purports to post (for open meetings) all Board documents on its official “Board Archive” of its proceedings. However, we have not found any Board approval, vote, or Board Minutes documenting such approval. Nor have we found any Agenda item for discussion, or even formal notice to the Board on this topic. Without full Board approval, we think General Counsel could not have assumed that position under the rules then in effect.
○ MCE’s Board Archive also fails to show (as of the time of writing this report) any record reflecting that the Board was presented with any proposal to give up its then-existing authority to approve the hiring of General Counsel. We have learned that such a proposal was indeed shared with the Board immediately before the Board’s vote, yet we have not been able to discern that this late documentation was properly shared with the public, and the changes shown in the late documentation regarding General Counsel were not highlighted or described to the Board. In view of this history, and as more fully explained in the Appendix:

57 MCE, “Meeting Archive”/ “Board of Directors April 16, 2026 Video,” https://www.youtube.com/watch?v=j3Juv1s4cVY, at 1:19:20–1:22:50. 58 MCE, “Written Public Comment Submissions” / “Board Statement from Director Kevin Jacobs,” https://mcecleanenergy.org/wp-content/uploads/2026/04/Board_Statement_Resolution_2026-02-Kevin-Jacobs.pdf, at pdf p. 2.
59 MCE, “Meeting Archive”/ “Board of Directors April 16, 2026 Video ,” https://www.youtube.com/watch?v=j3Juv1s4cVY, at 1:55:00–1:55:15.

Marin County Civil Grand Jury Page 15 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes (1) It is not apparent that the key document proposing to remove the Board’s authority to approve hiring of General Counsel was made available to the public prior to the Board’s vote (and indeed, it remains hidden from public view even now) — raising questions about whether the procedure followed complied with the “public inspection” requirements of the Brown Act, California’s “open public meetings” law;60 (2) The Board’s vote to remove its own authority to approve the hiring of General Counsel, made in light of MCE management’s repeated failure to highlight that significant change, contributed to a serious procedural irregularity, leaving us to question whether (a) the Board received adequate and independent legal advice about an issue that directly affected General Counsel, and (b) the Board was aware of the significant change that it approved.
(3) The documents setting out the proposed changes to the OR&R were appended to an email sent to Board members on August 16, and then subsequently “distributed” to the Board at the August 17 meeting. In order to provide public access for those attending that meeting remotely, the documents appended to that late email submission should have been immediately posted on MCE’s website, as contemplated by the Brown Act, Government Code section 54957.5, subdivision (b)(2)(B) — and also identified to the video audience during the Board meeting.

The Grand Jury’s Conclusions About The Board Giving Up Authority to the CEO: The Board has delegated its authority to MCE management in a number of areas — most prominently regarding energy procurement, and control of General Counsel. In light of the apparent disagreement among Board members concerning their proper role, we are concerned that the shift of authority to the CEO has made it more difficult for the Board to provide meaningful fiduciary oversight. Relatedly, and as discussed later in this report, the Board needs, but in recent years has not consistently received, adequate independent legal advice.

60 Specifically: Cal. Gov. Code, section 54957.5, subdivision (b)(1), requires that materials distributed less than 72 hours prior to discussion of agenda items must be made available for “public inspection … at the time the writing is distributed” to the Board members. The section provides two alternative ways for an agency to comply with this requirement: First, under subdivision (b)(2)(A), the agency shall (i) make the writing available for public inspection “at a public office or location that the agency shall designate for this purpose” and (ii) list the address where [the writing] is available “on the agendas for all meetings of the legislative body of that agency.” Alternatively, an agency can comply under subdivision (b)(2)(B), by satisfying each of four different requirements, one of which is:
“(ii) The … agency immediately posts [the writing] on the … agency’s internet website.”

Marin County Civil Grand Jury Page 16 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes

3. Public Interest Groups Provide Constructive Criticism, But Frequently Receive No Meaningful Response From MCE
As alluded to previously, various entities, including Marin’s Coalition of Sensible Taxpayers, the statewide Clean Coalition, and Marin Conservation League, have submitted extensive public comments that have, in turn, been posted on MCE’s website.61 Various individuals, including members of these groups, have spoken during “public comment” sessions at MCE Board and committee meetings. All of these entities and speakers have supported MCE’s mission and wish for it to succeed.62 Yet all have raised substantial concerns about MCE’s financial and energy procurement decisions and related strategies, and all have expressed related concerns about MCE’s financial oversight, management transparency, and governance structure. Some of these criticisms and observations are reflected in our “findings” and “recommendations” listed later in this report. We summarize below key points raised by some of these entities:
● Comments by Coalition of Sensible Taxpayers — presenting comparisons with other CCAs: In September 2025 Marin’s Coalition of Sensible Taxpayers (CST) undertook a comparison of MCE with its CCA peers.63 CST’s comment offered seven financial metric charts illustrating MCE’s poor financial performance relative to its peers.

For example:
○ One chart shows “the dramatic $186MM increase in energy costs MCE experienced in 2025 compared to its CCA peers. MCE’s energy costs were 30% higher in 2025 compared to the peer average of 4%.”64

61 Other similar entities have likewise submitted related comments advocating financial and corresponding governance reforms. MCE, “Written Public Comment Submissions” / “Sustainable San Rafael Comment Letter — Submitted October 3, 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/10/Public-Letter-Bill-Carney- Sustainable-San-Rafael-10.3.25.pdf; MCE, “Written Public Comment Submissions” / “350Marin Comment Letter — Submitted October 6, 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/10/350Marin-Steering- Committee-Letter-Jody-Timms.pdf; and MCE, “Written Public Comment Submissions” / “Public Comment Letter from Robin Moller — Distributed on December 2, 2025,” https://mcecleanenergy.org/wp- content/uploads/2025/12/12.1.25-Robin-Moller.pdf.
62 For consistency and clarity, all documents and speech, submitted to MCE by the public, will in this report be referred to as “public comment,” or simply “comment.”
63 MCE, “Written Public Comment Submissions” / “Mathew Salter’s Request to Distribute Letter from Mimi Willard — Distributed November 19, 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/11/Public- Comment-Letter-submitted-by-M.Salter-11.18.25.pdf. CST observed that most CCAs report on a June 30 financial fiscal year end, except for MCE and Silicon Valley Clean Energy. It explained that its analysis adjusted MCE and Silicon Valley Clean Energy’s reported financial statements to align those agencies . Ibid. 64 Ibid.

Marin County Civil Grand Jury Page 17 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes

Caption: Change in Energy Costs at Top-10 CCAs — 2024–2025. Source: Coalition of Sensible Taxpayers (CST), https://mcecleanenergy.org/wp-content/uploads/2025/11/Public-Comment-Letter-submitted-by-M.Salter-11.18.25.pdf, at pdf p. 6. (Note: MCE and SVE financial statements were adjusted to reflect a June 30, 2025 fiscal year-end.) ○ Another CST chart shows MCE’s 2025 energy costs per MWh compared with its peers. “MCE’s energy cost at $143 per MWh was the highest of its peers, 30% higher than the CCA average of $110 per MWh. This is a direct result of the timing, terms, and volume of short-term financial hedges and renewable energy credits (PCC1) that MCE procured.[65] While all CCAs faced surging prices in the resource adequacy and renewable energy credits markets during the period, MCE was an outlier.”66

65 Regarding the terminology “renewable energy credits” (or certificates), also known as RECs, and “PCC1,” MCE’s website states: “Each time 1 megawatt of renewable energy is generated, a corresponding renewable energy certificate (REC) is also generated. RECs are the main method of accounting for renewable energy transactions.” MCE, “Energy Expert: Utility Power Purchasing”/ “How is Power Accounted for?” https://mcecleanenergy.org/energy-expert-utility-power-purchasing/. The same MCE page addresses “three types of RECs,” describing “PCC 1 RECs [as] … bundled with electricity that comes from [a] renewable energy facility.” By contrast, the page explains, “PCC 2 RECs … are bundled with electricity, but the electricity … doesn’t have to come from [a] renewable energy facility”; and finally, “PCC 3 RECs are produced by a renewable facility, but they’re unbundled and sold without the associated electricity.” Ibid. 66 Ibid.

Marin County Civil Grand Jury Page 18 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes

Caption: 2025 Energy Costs ($/MWh) at Top-10 CCAs. Source: Coalition of Sensible Taxpayers (CST), https://mcecleanenergy.org/wp-content/uploads/2025/11/Public-Comment-Letter-submitted-by-M.Salter-11.18.25.pdf, at pdf. 7.
○ CST concluded that “MCE produced dismal fiscal 2025 results primarily due to agency-specific high energy costs and, to a lesser extent, rising staffing costs. We call on management to provide a far more detailed explanation — with accompanying documentation — of its poor financial performance in 2025.

Ratepayers deserve accountability, transparency, predictability, and credibility — none of which is currently provided by MCE. CST calls on MCE’s Board to address this situation with the urgency it merits.”67
To date, MCE has posted no response to the CST public comment, nor has it otherwise addressed CST’s analysis.
● Comments by Clean Coalition — concerning MCE’s comparative price differentials, energy purchasing decisions, and related transparency / accountability: By public comments, Clean Coalition (CC), a statewide group focused on accelerating the transition to renewable energy, presented its own comparative rates analysis of various peer CCAs, and asserted that MCE’s “price differentials, relative to PG&E, are outliers.”68 (In other words, CC reported, the average customer’s bill difference between MCE and PG&E is greater than the average bill difference between other CCAs and their own investor owned utility company.) At the MCE Board meeting held later that month, MCE management dismissed CC’s analysis as an inapt “apples-to- oranges” comparison.69 In a subsequent comment to MCE’s Board, CC stated:

67 Ibid.
68 MCE, “Written Public Comment Submissions” / “Clean Coalition Comment Letter for September MCE Board Meeting,” https://mcecleanenergy.org/wp-content/uploads/2025/10/RE-Item-7-Meeting-Minutes_Clean- Coalition_9.17.25.pdf.
69 MCE, “Meeting Archive” / “Board of Directors September 18, 2025 Video,” https://www.youtube.com/watch?v=JmB25Q_rNSY, at 1:48:57–1:50:35.

Marin County Civil Grand Jury Page 19 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes ○ “Our analysis shows that MCE’s customers are paying some of the highest premiums above the host utility.”70
○ “There is no statistical correlation between renewable energy content and electricity rates when reviewing CCA data. In other words, it is mathematically untrue that CCAs with a higher renewable content must charge the highest electricity rates.”71
○ “Average wholesale energy prices have been falling for multiple years (even as MCE has consistently misforecasted market conditions).”72 “The Board deserves a detailed line-by-line explanation of why MCE’s Energy Costs have risen significantly at a time when market energy prices have declined.” In this respect, CC posed several pointed questions concerning transparency and accountability (see graphic) and concluded: “Until these questions are answered comprehensively, the Board does not have sufficient information to implement the meaningful reforms needed to prevent anything similar from happening again.”73

Caption: Questions posed by Clean Coalition to MCE regarding its transparency and accountability. Source: Clean Coalition https://mcecleanenergy.org/wp-content/uploads/2025/10/Clean-Coalition-Letter-9.30.25.pdf, at pdf p. 5.

70 MCE, “Written Public Comment Submissions” / “Clean Coalition Comment Letter for September MCE Board Meeting,” https://mcecleanenergy.org/wp-content/uploads/2025/10/RE-Item-7-Meeting-Minutes_Clean- Coalition_9.17.25.pdf.
71 Ibid.
72 Ibid. The letter continued: “One of the questionable assertions made in regard to the unexpected $200 million swing in Energy Costs experienced by MCE is that the increased costs can be attributed to short -term contracts, hedging, and normal volatility. While the Clean Coalition is not questioning this particular data that was provided by MCE staff, the most important questions were left completely unanswered. What specific underlying market dynamics left MCE on the hook for these high prices, and was it foreseeable? …. On average, the price of wholesale energy in the CAISO market has decreased in each of the last three years since the end of MCE’s Fiscal Year 2023, which ended in March 2023. [Citing and showing a graph.] Market fluctuations are traditionally dictated by natural gas prices, with higher prices during the annual system peak in the summer and extending through the winter as demand increases due to reliance on natural gas for heating purposes. This is a predict able trend.” Ibid. 73 Ibid.

Marin County Civil Grand Jury Page 20 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes MCE management addressed CC’s public comments in a response, directed to MCE Board members, posted on MCE’s website. Regarding CC’s first and main issue, that MCE’s must remain competitive, the response asserted that, although MCE has no “policy” regarding comparing its rates to those of other CCAs, “MCE remains competitive compared to its CCA peers and PG&E.”74 The response also attributed the approximately $200 million variance in energy costs that MCE had experienced in the 2024–2025 fiscal year in part to MCE’s policy of “high quality renewable purchases.”75 The response did not directly address CC’s contention that a CCA such as MCE, that provides higher renewable content than its peers, need not also charge the highest electricity rates, or how CC went wrong in its analysis. Although one might expect some explanation that would allow observers to understand why CC’s numbers might be “apples,” and MCE’s numbers might be “oranges,” MCE’s response instead explains MCE’s management’s views on a variety of subjects,76 while extolling the virtues of MCE’s products. Nor did the response acknowledge or address CC’s pointed criticisms (found in its follow-up public comment, and highlighted above) concerning fiscal responsibility, transparency, and the Board’s ability to fulfill its governance responsibilities.
● Comments by Marin Conservation League — questioning energy contracts that were signed at the height of the market, and the “greenness” of such contracts:

Beginning in September 2025 Marin Conservation League (MCL), an entity devoted to preserving and protecting Marin’s natural assets in a changing environment, submitted various critiques addressing MCE’s finances, transparency, and governance, all of which have been posted on MCE’s website.77 Most recently, in late January 2026 MCL submitted a new public comment focusing on the $200 million that MCE spent in FY 2024–25 on certain energy contracts that were signed at the height of the market.78 MCL requested that MCE “provide a full analysis of the impact and value” of such contracts in order to determine the extent to which they actually reflect or encourage what is termed in the industry as “additionality” — that is, evidence that a renewable energy procurement contract has directly caused the construction of new (additional) renewable energy generation capacity that would not otherwise have been built. MCL noted that

74 MCE, “Written Public Comment Submissions” / “MCE Response to Clean Coalition Letters — Distributed October 1, 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/10/MCE-Response-to-Clean-Coalition- Letters.pdf.
75 Ibid.
76 Ibid. MCE’s response begins with a discussion of rates and costs, but then veers from addressing CC’s points, instead discussing bill credits, local solar generation, maintenance of financial reserves, and various activities in its “suite of customer programs” — and summarizing all of this as examples of “Adaptability and Innovation.” Ibid. 77 MCE, “Written Public Comment Submissions” / “Marin Conservation League Letter — Submitted October 3, 2025” https://mcecleanenergy.org/wp-content/uploads/2025/11/MCL-to-MCE-10.3.25.pdf; “Marin Conservation League Letter — Submitted November 18, 2025” https://mcecleanenergy.org/wp-content/uploads/2025/11/11.18.25- Public-Comment-Rebecca-Schwartz-Lesberg-for-MCE-BOD-meeting-agenda-item-8.pdf; “Marin Conservation League Letter — Submitted November 19, 2025” https://mcecleanenergy.org/wp-content/uploads/2025/11/11.19.25- Public-Comment-Rebecca-Schwartz-for-MCE-BOD-meeting-agenda-item-9.pdf. 78 MCE, “Written Public Comment Submissions” / “Public Comment Letter from Rebecca Schwartz at MCL — Distributed February 2, 2026” (letter dated Jan. 29, 2026), https://mcecleanenergy.org/wp- content/uploads/2026/02/Public-Comment-from-Rebecca-Schwartz-Lesberg-at-MCL-Distributed-2.2.26.pdf.

Marin County Civil Grand Jury Page 21 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes “MCE and the Board have significant discretion over this very large expenditure” that, MCL asserted, only “reshuffles” clean energy attributes among parties, and yet those same funds could be better expended on other more worthy projects that might provide more renewable energy and more real reduction in greenhouse-gas energy sources. MCL suggested that MCE has entered into such questionable contracts in order for MCE to acquire the legal right to claim (and advertise) a higher renewable Power Content Label (PCL) attributable to its electricity generation. Yet, MCL asserted, such energy purchases do not, in fact, lead to substantial (or perhaps even any) real-world environmental “additionality.”79 The questions raised by MCL’s comment appear to be reasonably intended to elicit information that could be useful in the Board’s evaluation of the costs and benefits of the FY 2024–25 contracts, and similar contracts in the future.

MCE quickly issued a response, denying that MCE enters into certain types of energy purchasing contracts solely so that it can report a more “green” power content label in its advertising.80 This response did not address MCL’s concern that the funds paid for the challenged expensive energy contracts might better be spent on other more worthy “green” projects. Moreover, as MCL observed in its own subsequent reply, MCE’s response failed to address the substance of MCL’s other points,81 stating that MCE offered “no quantification in megawatts, number of facilities, or any other metric of new capacity”; and its “statements [did] not explain how buying attributes through [the challenged] contracts lead to any new renewable or GHG-free energy capacity.”82 Nor, MCL observed, did MCE’s response address MCL’s primary assertion that some of MCE’s key contracts amount to greenwashing — that is, energy attributes being “reshuffled” among parties without creating new renewable energy or GHG-free energy production or capacity, for the purpose of enhancing MCE’s Power Content Label.

Accordingly, MCL repeated its earlier request that MCE thoroughly assess the costs and environmental benefits of the challenged contracts and present the results to the appropriate Board committees and the full Board, so that the Board can incorporate the

79 Ibid. This issue is also addressed in more specific detail in a subsequent submission by MCE customer and observer Nick Pappas: “Purchasing these offsets has added hundreds of dollars to MCE customer bills in recent years, and it is worth noting that these purchases are strictly for voluntary marketing claims. Even as prices have declined, MCE proposes to spend $54 million … on short-term attributes in FY26-27 — around $90 per household.” He asks Board members: “Do you have enough information to justify these added costs to your constituents?” MCE, “Written Public Comment Submissions” / “Public Comment From Nick Pappas — Distributed 2.19.26, at pdf p. 5. https://mcecleanenergy.org/wp-content/uploads/2026/02/Public-Comment-from-Nick-Pappas-Distributed-

2.19.26.pdf.
80 MCE, “Written Public Comment Submissions” / “Response to MCL — Distributed February 2, 2026,” https://mcecleanenergy.org/wp-content/uploads/2026/02/MCE-Response-to-MCL-Comment-2.2.26.pdf. MCE’s response begins: “MCE did not spend $202 million on unbundled (“PCC3”) attribute -only contracts, as stated in the letter.” “PCC3” (meaning “Portfolio Content Category 3”) refers to certain types of energy contracts. Yet MCL’s letter nowhere referred to or addressed such contracts. 81 MCE, “Written Public Comment Submissions” / “Public Comment from Rebecca Schwartz at MCL — Distributed 2.11.26,” https://mcecleanenergy.org/wp-content/uploads/2026/02/Public-Comment-from-Rebecca- Schwartz-Lesberg-at-MCL-Distributed-2.11.26.pdf.
82 Ibid.

Marin County Civil Grand Jury Page 22 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes findings from that analysis “into the current budget process.”83 Again, this appears to be a reasonable request, as the Board should have sufficient information to evaluate these concerns.

As of this writing, MCE has provided no further response to MCL’s reply. In the meantime, the Sierra Club recently has submitted extensive public comment, echoing and expounding upon MCL’s concerns — including, specifically, that “MCE spends significant ratepayer funds on environmental attributes — often of questionable impact — to offset [‘fossil energy products’] … purchases on its Power Content Label.”84 The Grand Jury’s Conclusions About Public Comments by Watchdog Groups: Numerous well- intentioned advocates have been critical of MCE regarding its financial performance; average customer bills exceeding those of full service PG&E customers by a larger amount than at peer CCAs; and costly renewable energy purchases that serve to increase MCE’s advertised “greenness” but, assertedly, contribute no (or little) additional clean energy. The Grand Jury has evaluated these comments because they raised issues later discussed by Board members.

Although we do not take a position on these technical claims, we believe it is necessary for these comments to be addressed by management and the Board. To accomplish this, the Board will require more detailed information contained in these contracts. Whereas MCE management asserts it has responded to these public comments, in the best of cases, it does not respond to critics, specifically and substantively. In other instances, management has provided no response, mischaracterized the criticisms, misdirected and shifted responsibility, or responded with marketing.

83 MCE, “Written Public Comment Submissions” / “Public Comment from Rebecca Schwartz at MCL — Distributed 2.11.26,” https://mcecleanenergy.org/wp-content/uploads/2026/02/Public-Comment-from-Rebecca- Schwartz-Lesberg-at-MCL-Distributed-2.11.26.pdf.
84 MCE, “Written Public Comment Submissions” / “Public Comment Letter from Julia Dowell — Distributed

4.15.26,” https://mcecleanenergy.org/wp-content/uploads/2026/04/Public-Comment-Letter-Julia-Dowell-

4.15.26.pdf, at pdf p. 4. The Sierra Club concludes: “Beyond these significant environmental policy concerns, these attributes represent considerable expenditures from MCE customers — unjustly adding to the energy burden for the

1.5 million people MCE serves for no apparent benefit or purpose beyond fleeting and illusory environmental claims. MCE proposes to spend $54 million in the next fiscal year on these attributes, approximately $90 per household, in addition to the hundreds of millions it will spend to back thes e paper attributes with fossil energy and capacity.” Id. at pdf p. 5. MCE quickly posted an extensive response, again challenging the analysis employed by both MCL, and embraced by the Sierra Club. MCE, “Written Public Comment Submissions” / “MCE’s Response to Sierra Club Letter,”https://mcecleanenergy.org/wp-content/uploads/2026/04/MCE-Reponse-to-Sierra-Club-Letter- MCE-Energy-Procurement-and-Governance-Concerns-April-15-2026.pdf, at pdf pp. 1–4. Regarding the Sierra Club’s contention quoted in the text above, MCE replied: “Despite repeated assertions to the contrary, MCE does not purchase short-term attributes to mask reliance on the gas-fired fleet in the grid. MCE does use short-term contracts for bundled renewable and greenhouse gas-free energy to help bridge the gap as we wait for new long-term resources to come online and to help keep costs lower for customers.” Id. at pdf p. 4.

Marin County Civil Grand Jury Page 23 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes

4. MCE’s Management Has Violated its Internal Controls Concerning Energy Contracts, and Promoted Inaccurate Advertising About “Green” Power Content
MCE has failed to adhere to its own important internal controls governing consultation about, and signing of, certain significant and costly energy contracts. Questions have also been raised concerning the accuracy of certain advertising statements about the renewability of MCE’s power content, statements that MCE later revised.85 We believe these errors arise out of management’s casual approach to internal controls and transparency. ● Compliance with internal controls concerning consultation about and execution of one-to-five-year energy contracts: MCE’s Resolution 2020-04 states: “The CEO and Technical Committee Chair, jointly, are hereby authorized, after consultation with the appropriate Committee of the Board of Directors, to approve and execute contracts for Energy Procurement for terms of less than or equal to five years. The CEO shall timely report to the Board of Directors all such executed contracts.”86 In early 2026 an observer, who had reviewed a posted draft of MCE management’s proposal for addressing recently asserted “misinformation,” questioned whether MCE was adhering to its own internal consultation and execution rules called for by Resolution 2020-04.87 The observer called for an audit to examine whether contracts were signed by the appropriate Board members, and implored the Board to act “as fiduciaries,” to “ensure that the CEO does not bind MCE into energy procurement contracts that are not properly authorized and executed.”88
MCE responded in a legal memo to the Board’s Technical Committee, reflecting an internal investigation signed jointly by MCE’s General Counsel and outside counsel.89

85 MCE itself highlighted these two problems in its own document that was designed to address asserted “misinformation” about MCE. See MCE, “Board Meetings”/ “Meeting Archive” / “Board of Directors January 15, 2026 Supplemental Packet,” https://mcecleanenergy.org/wp-content/uploads/2026/01/MCE-Board-Meeting- Supplemental-Packet-January-2026.pdf, Item 5, Consent Calendar, C.4 (“Ensuring Accuracy in Local Information”), at pdf p. 19.
86 MCE, “Key Documents” / “Resolutions and Ordinances” / “Resolution 2020 -04,” https://mcecleanenergy.org/wp- content/uploads/2020/11/Resolution-2020-04-Delegating-Energy-Procurement.DOCX.pdf. The Resolution states, in relevant part: “2. Delegation to the Chief Executive Officer and Technical Committee Chair, Jointly. [Par.] The CEO and Technical Committee Chair, jointly, are hereby authorized, after consultation with the appropriate Committee of the Board of Directors, to approve and execute contracts for Energy Procurement for terms of less than or equal to five years. The CEO shall timely report to the Board of Directors all such executed contracts.” 87 MCE, “Written Public Comment Submissions” / “Public Comment Letter by Alicia Minyen — Distributed January 6, 2026,” https://mcecleanenergy.org/wp-content/uploads/2026/01/1.6.26-Alicia-Minyen.pdf, at pdf p. 2.

This public comment responded to a draft document set out in MCE, “Meeting Archive” / “Executive Committee January 5, 2026 Meeting Packet” https://mcecleanenergy.org/wp-content/uploads/2025/12/MCE-Executive- Committee-Meeting-Packet_January_2026.pdf, item 5.C.2 (“Corrections to Marin IJ & Misinformation”). 88 MCE, “Written Public Comment Submissions” / “Public Comment Letter by Alicia Minyen — Distributed January 6, 2026,” https://mcecleanenergy.org/wp-content/uploads/2026/01/1.6.26-Alicia-Minyen.pdf, at pdf p. 3. 89 MCE, “Meeting Archive” / “Technical Committee February 6, 2026 Meeting Packet,” https://mcecleanenergy.org/wp-content/uploads/2026/01/MCE-Technical_Committee-Packet-February_2026.pdf, at

Marin County Civil Grand Jury Page 24 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes ○ Regarding consultation, the memo asserted that Resolution 2020-04 “does not specify a minimal level of detail to be provided to the Technical Committee during the ‘consultation’ process,” and that management’s “historic practice” of providing only high level and general overview once, at the beginning of each year, satisfies the requirement of “prior consultation” with the Technical Committee.90
○ Regarding execution of contracts, the memo conceded that “20 active one-to five- year contracts were executed jointly by the CEO ... and either Chair or the Vice Chair of the Board of Directors” (i.e., not by “the CEO and Technical Committee Chair, jointly,” as required by Resolution 2020-04). And yet, the memo concluded, this repeated practice was consistent with Resolution 2020-04, “when read jointly with” another MCE document — its “Operating Rules and Regulations.”91
The Grand Jury’s Assessment: We have doubts about the MCE legal memo’s analysis regarding both (1) Resolution 2020-04’s “consultation” requirement, and (2) its execution / authorization requirement.
(1) Regarding Resolution 2020-04’s consultation requirement: It seems questionable whether the truncated once-per-year consultation afforded by MCE management in the last few years comports with the spirit and intent of Resolution 2020-04’s explicit requirement of prior “consultation with the appropriate Committee of the Board of Directors.”
(2) Regarding Resolution 2020-04’s execution / authorization requirement: MCE’s legal memo concludes that a long-existing general provision in MCE’s Operating Rules and Regulations (the language of which is not quoted in MCE’s memo), authorizes the challenged routine departure from the much more specific (and more-recently adopted) internal control procedure that Resolution 2020-04 requires for the execution / authorization of energy contracts. But assuming for purposes of analysis that these two provisions can properly be harmonized as the MCE legal memo maintains, to allow some departure from the specific execution / authorization requirements of Resolution 2020-04 in unusual circumstances, we find it troubling that such departures have been routine.92

pdf p. 66 (agenda item 9, “Resolution 2020-04: Review Consultation and Execution of Certain Contracts (Discussion)”).
90 Ibid.
91 Ibid. The memo asserts:” The OR&R (which is a separate exercise of the Board’s authority) expressly authorize the Chair to execute contracts adopted or authorized by the Board and for the Vice -Chair to execute the Chair’s duties in the Chair’s absence. (OR&R Article IV, Section 1(a) & (b).) Thus, Resolution 2020-04 read jointly with the OR&R explains that the Chair or Vice-Chair may also approve and execute a contract that was entered into pursuant to the Resolution 2020-04 as authorized by the Board when necessary and proper.” Ibid.

We note that the MCE legal memo does not quote the language of MCE’s Operating Rules and Regulations, article IV, § 1, parts a & b. Those passages provide, in relevant part: “Duties of the Chairperson [or in that person’s absence, the Vice-Chair] are to review the business agenda before MCE meetings, preside over MCE Board meetings, and sign all ordinances, resolutions, contracts, and correspondence adopted or authorized by the Board.” MCE “Formation Documents” / “Amended Operating Rules and Regulations (pdf) — August 17, 2023,” https://mcecleanenergy.org/wp-content/uploads/2023/08/Amended-MCE-Operating-Rules-Regulatons-Final-

8.21.23.pdf
92 It seems apparent that regarding one-to-five-year energy contracts, Resolution 2020-04 is the more specific and primary controlling provision — and that the OR&R, referring in general to other “contracts,” serves at most as a back-up provision that should become applicable in only rare circumstances, if ever.

Marin County Civil Grand Jury Page 25 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes Despite at least 20 recent deviations from the procedure required by Resolution 2020- 04,93 neither MCE’s General Counsel nor its CEO brought this internal control violation to the attention of the Board. With such notification, the Board could have been advised, and considered whether to take steps to address the continuing transgressions. And armed with such knowledge, the Board might have avoided large purchases of energy that continue to affect MCE’s ability to lower the cost of electricity for ratepayers. Instead, it took an outside observer to uncover this apparent significant failure to follow MCE’s own internal control rules in this important respect. This, we conclude, appears to reflect problematic inattention by the Board, management’s casual attitude toward operating rules, and a willingness to engage in corner-cutting by MCE management and its General Counsel.
● MCE’s assertion that it has provided “100% fossil-free power since 2018”: As noted above, a public comment response, prepared by MCE management and designed to address asserted “misinformation” about MCE, prominently included a significant error that MCE has used in its advertising.94 The first bullet point in this piece stated: “Fifteen years of reliable service and 100% fossil-free power since 2018.”95 After another outside observer called into question the truth of this statement, and raised a related concern that the Board “might not be getting a clear picture on [this or] other environmental issues,”96 six days later MCE rescinded its claim.97 Yet, at a subsequent public meeting, MCE’s CEO downplayed that abandonment and presented an alternative narrative, stating: “A newspaper article may have given the impression that MCE changed its language regarding fossil free due to a reform. Instead, this change is due to a long-standing approach to incorporate feedback from all sides and accommodate requests in the most

93 MCE, “Meeting Archive” / “Technical Committee February 6, 2026 Meeting Packet,” https://mcecleanenergy.org/wp-content/uploads/2026/01/MCE-Technical_Committee-Packet-February_2026.pdf (agenda item 9, “Resolution 2020-04: Review Consultation and Execution of Certain Contracts (Discussion)”). We do not know whether (and if so, to what extent) this deviation from internal controls also occurred with regard to shorter-term energy contracts that were, as of the date of the MCE legal memo, no longer “active.” 94 MCE, “Board Meetings”/ “Meeting Archive” / “Board of Directors January 15, 2026 Supplemental Packet,” https://mcecleanenergy.org/wp-content/uploads/2026/01/MCE-Board-Meeting-Supplemental-Packet-January- 2026.pdf, Item 5, Consent Calendar, C.4 (“Ensuring Accuracy in Local Information”), at pdf p. 19. 95 Ibid. The Executive Committee had earlier discussed this statement, and some Board members had questioned its accuracy. See MCE “Meeting Archive” “Executive Committee January 5, 2026 Video,” https://www.youtube.com/watch?v=Pfw9mTQ1RM8 at, e.g., 1:53:13–15:29 [quoting the statement, and asking, “have we had 100 percent fossil free power for the 15 years?” In response the CEO stated: “[Yes,] you can go back and look at the power content label” and, on immediate further questioning, confi rmed that the statement applied “for the entire 15 years.” Id. at 1:53:30–1:53:38. Nevertheless, after additional pointed public comment on the issue (id. at 2:44:11–2:46:58), and related clarifications from MCE staff (id. at 2:55:08–2:55:16), acknowledging that MCE had indeed acquired some amounts of energy that was not fossil free, the Executive Committee ultimately voted to retain the quoted statement, but to add a caveat footnote. Id. at 2:56:15–2:35:46. The resulting footnote appears in the previously cited version of the public comment response set out in the January 15, 2026 Board packet (see fn. 94), and reads: “In the early years of MCE’s operations, specifically in 2015, 2016, a nd 2017, our Light Green product included a limited amount of natural gas, ranging from 5% to 12%, as reflected in the Power Content Labels published by the California Energy Commission.”
96 MCE, “Written Public Comment Submissions” / “Request to Forward to the Board — Director Kullaway — Distributed January 21, 2026,” https://mcecleanenergy.org/wp-content/uploads/2026/01/Request-to-Forward-to- Board-Director-Kullaway.pdf.
97 MCE, “Written Public Comment Submissions” / “Message to the Board — Jamie Tuckey — Distributed January 21, 2026, https://mcecleanenergy.org/wp-content/uploads/2026/01/Message-to-Board-Jamie-Tuckey.pdf.

Marin County Civil Grand Jury Page 26 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes simple way … so we removed the term entirely for simplicity.”98 We find this a facile recharacterization, in response to criticism, to avoid acknowledging an obvious error.

Similar issues continue to arise at MCE. Even as we write this, according to media reporting in April 2026, MCE overpaid its CEO about $60,000 in 2024.99 Although this overpayment is not directly related to the contract signing violations and advertising error that we mention above, these three aspects of MCE’s operations share a common theme: lack of sufficient internal controls. According to the media report, MCE has explained that it conducted a comprehensive audit, and advised that this overpayment was an isolated event.100 However, we note that this incident apparently did not come to light in MCE’s financial audit of FY 2024–25, and MCE’s spokesperson did not say whether this compensation error was the result of a single overpayment, or multiple monthly payments.

The Grand Jury’s Conclusions About Internal Controls and Exaggerated Marketing Claims:

MCE has repeatedly violated its own internal controls concerning Board consultation, and signing of energy contracts, effectively removing Board members from decisions about important, short-term, power expenditures. Moreover, although MCE does, to a significant extent, supply clean energy to its customers, its exaggerated claims have created unnecessary public confusion, and the extent of the “greenness” of MCE’s energy portfolio continues to be unclear. Management appears to consider following critical controls optional, and routinely minimizes violations, or claims its contrary actions are consistent with the rules.

5. MCE’s Energy Costs Have Recently Increased Without Board Visibility Or Influence
When certain energy costs increased dramatically in 2024, the Board learned about this only months after the contracts were signed (and therefore the costs incurred). Rather than bring this to the attention of the Board in advance to discuss possible alternatives, the $200 million energy cost increase was decided without the Board weighing in on these substantial expenditures.

According to MCE’s most recent audited financial statement for FY 2024–25, its cost of electricity increased from $571.4 million in FY 2024 to $768.5 million in FY 2025, an increase of $197.1 million (more than 34 percent).101 MCE’s professional independent auditor noted that “the primary reason for the increase in energy costs was the rising costs in the resource adequacy market and the timing and pricing of certain contracts that were executed to comply with the State’s Renewable Portfolio Standards (RPS) through acquisition of Renewable Energy Certificates (RECs).”102

98 MCE, “Board Meetings”/ “Meeting Archive” / “Executive Committee February 2, 2026 Video,” https://www.youtube.com/watch?v=tZhnn8fa7vU, at 15:25–16:35. 99 Steven Rosenfeld, “MCE overpaid chief executive nearly $60K in 2024” (Apr. 26, 2026) Marin Independent Journal, https://www.marinij.com/2026/04/26/mce-overpaid-chief-executive-nearly-60k-in-2024/. 100 Ibid.
101 MCE, “Key Documents” / “Audited Financial Statements” / “2025 Financial Statements (pdf),” https://mcecleanenergy.org/wp-content/uploads/2025/09/Final-Audited-Financial-Statements-FY_-2024.25.pdf, at pdf p. 12.
102 Id. at pdf p. 7, italics added. The purchasing of costly RECs is discussed in the text and accompanying fn. 133.

Marin County Civil Grand Jury Page 27 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes That increase in energy costs led to an operating loss of $12.1 million in FY 2024–25, contrasted with an operating gain of $144.1 million the prior year — a swing of $156.2 million.103 MCE reported an overall gain of $13.2 million that year when including investment income,104 and MCE’s independent auditor reported that “despite the increases in prices for energy products, MCE remains in a strong financial position with a stable customer base.”105 Neither of these positive statements can be attributed to FY 2024-05 energy purchasing, MCE’s primary activity.

Another driver of operating costs, though to a lesser extent, is the increase in staff compensation from $20.9 million in FY 2023–24 to $24.7 million in FY 2024–25,106 an increase of 18 percent.

Indeed, in the seven years between FY 2017–18 and FY 2024–25, total staffing costs grew by more than 400 percent — from $5.9 million107 to $24.7 million — and during this same period employee headcount (full time equivalent) rose from 76 to 115 — a jump of more than 50 percent.108 The previously mentioned CCA peer analysis by Marin’s Coalition of Sensible Taxpayers (CST) shows that MCE’s FY 2024–25 compensation as a percentage of total revenue was already among the highest for top-10 CCAs.109 According to CST, in 2025 MCE’s staff costs accounted for 3.2 percent of revenue. “This is significantly higher than the peer CCA average of 2.5% of revenue. Staff costs at the larger CCAs, San Diego Community Power and Clean Power Alliance, are considerably lower at 1.4% and 1.6% respectively. As the agencies scale, overhead costs as a percentage should fall due to economies of scale. Unfortunately, MCE is not achieving the same level of efficiency as it scales, resulting in [poorer performance] … than its peers.”110

103 Id. at pdf. p. 12.
104 Ibid.
105 MCE, “Key Documents” / “Audited Financial Statements” / “2025 Financial Statements (pdf),” https://mcecleanenergy.org/wp-content/uploads/2025/09/Final-Audited-Financial-Statements-FY_-2024.25.pdf, at pdf p. 9.
106 Id. at pdf p. 12.
107 MCE, “Key Documents” / “Audited Financial Statements” / “2018 Financial Statements (pdf),” https://mcecleanenergy.org/wp-content/uploads/2020/09/MCE-Financial-Statements-Years-Ended-March-31-2018- 2017-With-Report-of-Independent-Auditors.pdf, at pdf p. 14 (FY 2017–2018). 108 Government Compensation in California, “Marin Clean Energy 2018,” https://publicpay.ca.gov/Reports/SpecialDistricts/SpecialDistrict.aspx?entityid=2821&year=2018 (104 reported “employees,” minus the then-28 unpaid Board members); MCE, “Meeting Archive” / “Board of Directors February 11, 2026 Special Meeting.” https://mcecleanenergy.org/wp-content/uploads/2026/02/MCE-Board-Meeting-Packet- February-2026.pdf, at pdf p. p. 87 (showing FY 2024–2025 staff). 109 MCE, “Written Public Comment Submissions” / “Mathew Salter’s Request to Distribute Letter from Mimi Willard — Distributed November 19, 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/11/Public- Comment-Letter-submitted-by-M.Salter-11.18.25.pdf. And yet, as observed subsequently (text accompanying fns. 146–147), MCE has recently given 12.5 percent salary increases to its staff, thus affecting the FY 2026 –27 budget prior to Board approval of that budget.
110 Ibid.

Marin County Civil Grand Jury Page 28 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes

Caption: 2025 Staff Cost as a Percentage of Revenue at Top-10 CCAs. Source: Coalition of Sensible Taxpayers (CST), https://mcecleanenergy.org/wp-content/uploads/2025/11/Public-Comment-Letter-submitted-by-M.Salter-

11.18.25.pdf, at pdf. p. 7.

Consistent with the findings in the audit mentioned above (noting that MCE’s energy costs rose in 2024 primarily because of increasing energy costs “and the timing and pricing of certain contracts”), MCE’s management has cited energy price volatility, combined with MCE’s policy to remain at the highest level of renewable energy, as the cause of the spike in energy contracts during that period.111 CST, as previously observed, disagrees, and has presented data indicating that MCE has underperformed in comparison with its CCA peers — all of which have faced similar energy market conditions — on a variety of FY 2024–25 financial metrics including:

Energy Revenue, Energy Cost, Net Energy Margin, Staff Cost per Revenue, Operating Margin and Return on Equity.112
After the contract signing violations of FY 2024–25, MCE’s unaudited financial statements for the first three quarters of FY 2025–26 are now trending in a positive direction. Following a first quarter operating loss of $26.9 million, second and third quarter gains made up for that initial loss, resulting in operating income of $19.8 million for the first nine months of FY 2025–26.113 In addition, in light of the Board’s vote in late 2025 to form a standing Finance Committee114 (after management and other Board members opposed doing so for more than two years), the

111 MCE, “Board Meetings” / “Meeting Archive” / “Board of Directors November 20, 2025 Video,” MCE Board Meeting November 20, 2025, at 1:52:17–2:26:05.
112 MCE, “Written Public Comment Submissions” / “Mathew Salter’s Request to Distribute Letter from Mimi Willard — Distributed November 19, 2025,” https://mcecleanenergy.org/wp-content/uploads/2025/11/Public- Comment-Letter-submitted-by-M.Salter-11.18.25.pdf, pp. 5–6, figures II–VII. 113 MCE, “Key Documents” / “Unaudited Quarterly Financial Statements” / “MCE Q1 2025 –26 Report (pdf),” https://mcecleanenergy.org/wp-content/uploads/2025/09/MCE-2025-06-Financial-Statements.pdf, at pdf p. 3 (FY Q1); MCE, “Key Documents” / “Unaudited Quarterly Financial Statements” / “MCE Q2 2025 –26 Report (pdf),” https://mcecleanenergy.org/wp-content/uploads/2025/11/MCE-2025-09-Financial-Statements.pdf, at pdf p. 3 (FY Q2); MCE, “Key Documents” / “Unaudited Quarterly Financial Statements” / “MCE Q3 2025 -26 Report (pdf),” https://mcecleanenergy.org/wp-content/uploads/2026/02/MCE-2025-12-Financial-Statements.pdf, at pdf p. 3 (FY Q3).
114 MCE, “Board Meetings” / “Meeting Archive” / “Board of Directors November 20, 2025 Minutes,” https://mcecleanenergy.org/wp-content/uploads/2026/01/MCE-Board-Meeting-Minutes-November_2025.pdf, item

8.

Marin County Civil Grand Jury Page 29 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes Board may now be better positioned to avoid similar contracting decisions — decisions that have led to poor financial results relative to its peers.

The Grand Jury’s Conclusions About MCE’s Recent Energy Costs: MCE’s latest financial audit showed poor operating results stemming from questionable and costly short-term energy contracts signed at the peak of market prices. As noted earlier, this is at the heart of most recent public scrutiny, as these contracts, executed without meeting rules set by the Board, have resulted in financial consequences unusual for comparable CCAs. Positively trending operating income from unaudited financial statements for the first three quarters of FY 2025–26, plus the recent creation of a Finance Committee, are welcome developments — but it remains unclear whether MCE is armed with adequate professional financial governance and strategic planning resources necessary for the agency’s continuity.

6. MCE’s Board Should Consider Reducing Its Size And Changing Its Composition
As discussed earlier, MCE’s Board of Directors currently has 34 members — a substantial change from the original eight when it began operating in 2010. The expanded Board is a direct result of the increase in the communities served by MCE; each community is allotted one member. Local commentators115and experts in Board governance116 have observed that a 34- member Board is oddly large, cumbersome, and far from optimal. This view has been acknowledged by MCE members at recent Board meetings,117 and confirmed by many of those whom we interviewed in the course of our investigation. An influential 2010 study highlighted “the Rule of Seven: every person added to a decision-making group over seven reduces decision effectiveness by 10 percent” — and the study cautioned that even when a larger group is necessary, “organizations trying to make important decisions should limit the size of the group as much as possible.”118 A 2014 Wall Street Journal article, discussing a study conducted by the

115 Dick Spotswood, “MCE should reconsider board’s structure” (Nov.1, 2025) Marin Independent Journal, https://www.marinij.com/2025/11/01/dick-spotswood-mce-should-reconsider-boards-structure/; Commentary, Marin Voice, “Leadership needs to make some changes at MCE” (Feb. 4, 2026), Marin Independent Journal, https://www.marinij.com/2026/02/04/marin-voice-ceo-needs-to-make-some-changes-at-mce/. 116 See, e.g., Errol Biggs, “Best board size for optimal performance” (2011) Practical Governance Group, https://practicalgovernancegroup.com/best-board-size-optimal-performance/; The Diligent team, “Best practices:

Board size and corporate governance” (Sept. 25, 2017) Diligent, https://www.diligent.com/resources/blog/best- practices-board-size-and-corporate-governance; Erin Walczewski, “Too Small, Too Big, Just Right: The Goldilocks Size for a Nonprofit Board” (Dec. 21, 2022) Gooly GO, https://www.cooleygo.com/too-small-too-big-just-right-the- goldilocks-size-for-a-nonprofit-
board/#:~:text=For%20a%20new%20nonprofit%20organization,no%20greater%20than%20eleven%E2%80%9D%2 0directors.
117 See, e.g., MCE, “Board Meetings”/ “Meeting Archive” / “Board meeting — February 19, 2026 June 15, 2023,” https://www.youtube.com/watch?v=vWM0Adz38l0, at 3:06:25–3:06:40: “The fundamental problem [is] that MCE’s board is way too big.”
118 Marcia W. Blenko, Michael C. Mankins, and Paul Rogers, Decide & Deliver: 5 Steps to Breakthrough Performance in Your Organization (2010 Harv. Bus Rev. Press, Boston), p. 88. The report continued: “Of course, a larger group may sometimes be necessary to ensure buy-in. But organizations trying to make important decisions should limit the size of the group as much as possible.” Ibid. See also, e.g., Worklytics (Jan. 23, 2026) “12 Meeting Effectiveness Metrics to Improve Productivity (With Examples),” https://www.worklytics.co/blog/top-12-metrics- for-effective-meetings (“Research indicates that the ideal meeting size is somewhere between 3 and 8 participants.

Larger meetings tend to turn into information-sharing sessions and allow for far less individual participation.”)

Marin County Civil Grand Jury Page 30 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes governance research firm GMI Ratings, reported “more effective oversight of management with a smaller board,” and “[s]mall boards are more likely to dismiss CEOs for poor performance — a threat that declines significantly as boards grow in numbers.”119 Compared with its peer CCAs, MCE’s Board is more than double the average size of 14.6 members. Although we conclude that the Board is too large, we refrain from making a specific recommendation concerning its size because, we conclude, this matter should be the focus of the Board itself (possibly in the context of the upcoming governance review), and undertaken only after the Board has begun to reassert its authority by addressing the other internal deficiencies outlined in this report. As long as the Board remains its current size, it must find a way to make each meeting maximally efficient and prioritized in order to afford meaningful oversight by 34 members in the allotted meeting time.

Caption: Comparison of Board Size at MCE compared with Top-10 CCA Peers.

Source: Website of each CCA.

A related issue, raised multiple times in the context of our interviews, is that MCE’s Board members are busy, locally-elected officials, with other responsibilities. Some members may sit on the Board because they wish to encourage renewable energy, but lack both sophisticated financial and energy expertise, and the time required to execute fiduciary duties attendant to governing such a complex and technical enterprise. A contributing key challenge is turnover: In a given year, many Board members cycle off, and are replaced by new members. For example, in 2025, the Board lost, and absorbed, 15 members.120 Although MCE’s staff provides a Board orientation session121 for new members each year, that presentation affords only a broad overview of the agency, its customer programs, and how MCE purchases and delivers energy to

119 Joann S. Lublin, “Smaller Boards Get Bigger Returns” (Aug. 26, 2014) The Wall Street Journal, https://www.wsj.com/articles/smaller-boards-get-bigger-returns-1409078628. 120 By comparing the November 2024 and 2025 Board meetings minutes (see MCE, “Board Meetings” / “Meeting Archive,” https://mcecleanenergy.org/board-meetings/) we count 15 new members on the 2025 roster who were not on the 2024 roster.
121 E.g., MCE, “Meeting Archive” / “Board Member Orientation February 20, 2025 Meeting Packet,” https://mcecleanenergy.org/wp-content/uploads/2025/02/MCE-Board-Meeting-Packet-February-2025.pdf.

Marin County Civil Grand Jury Page 31 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes customers. Significantly, as observed earlier (text and accompanying fns. 41–43), it does not sufficiently address or stress active governance by Board members.

Yet MCE competes in a market with sophisticated traders when it purchases electricity and trades renewable energy certificates / credits, and therefore needs Board members who are able to provide (or who can be educated to provide) corresponding focused governance. A 2009 Marin County Civil Grand Jury report, issued before MCE began operating, presciently questioned whether Board members would have “the professional expertise to compete in what has been a historically volatile and highly competitive business.”122 The same report predicted that “MCE will not be a primary concern” for Board members because they are “elected to govern other local entities.” The report opined: “This is not to say that they will not be diligent, but it does say that their already busy schedules will become busier.”123 True to that prediction, Board member absences at monthly full Board meetings (when neither the member nor alternate attended), where crucial voting takes place, have averaged 25 percent over the past year. (See table) In such an environment, Board members must necessarily rely on staff and management to fully disclose information without misdirection or obfuscation. For its part, management must clearly record and receive Board direction; faithfully execute Board policy decisions; and communicate in a way that can be understood by those not steeped in the technical minutiae of the energy market.

Caption: MCE Board Meeting Absences — 2025–April 2026. Source: MCE website meeting archives, https://mcecleanenergy.org/board-meetings/.

As previously observed, our review of MCE Board and committee meetings reveals that some members have, in recent months, invested considerable time and energy in their effort to fulfill their fiduciary and oversight duties. Yet, it is not apparent to us that all Board members endorse

122 Marin County Civil Grand Jury (Dec. 2, 2009) “Marin Clean Energy: Pull the Plug,” p. 5. 123 Id. at p. 13.

Marin County Civil Grand Jury Page 32 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes such an approach to the role. A February 2026 editorial in the Marin Independent Journal focused on that problem, noting: “Last year, in response to criticism of MCE’s management, one director said the questions were coming from small-town members who were not as busy as their colleagues who have other governmental responsibilities. That [referring to being busy] is exactly the problem.”124 In other words, as the editorial implied, the Board’s oversight is compromised by its large membership; the fact that many of its members are spread thin and often cannot commit sufficient time and energy; and most Board members lack professional experience in the complexities of energy procurement and related finance.

We find MCE at a juncture, and facing a variety of views on how to proceed: On one end of the spectrum, some Board members appear eager (or at least willing) to roll up their sleeves and more actively govern and exercise oversight — and to suggest management reassess its interactions with the Board. On the other end of the spectrum, some Board members appear comfortable allowing management to continue to exercise authority to, in essence, govern the Board. Dramatically exemplifying the latter stance — and apparently broadcasting a message of intolerance to internal criticism — the Board Chair has suggested that some members who have encouraged the full Board to undertake a greater oversight role should consider resigning from the Board if they cannot be “proud” of the Board as it stands.125 As observed earlier, the Board as a whole has endorsed, and is in the midst of a governance assessment project that will be completed well after the filing of this report. If it is to address the shortcomings we have noted, that assessment will need to (1) be robust (covering all aspects of MCE — the Board, management, and staff), (2) conducted by a neutral and widely-respected evaluator, and (3) consider and make recommendations about the size and composition of the Board — changes that may require amendments to MCE’s foundational and organizational documents.126 We hope the Board will, in connection with that project, eventually reach appropriate consensus about the scope and extent of its governance role. In the meantime, we think the Board should more actively govern and exercise oversight, consistent with the suggestions of some critics and Board members, and demand from management transparency, and compliance with required procedures.

124 Marin IJ Editorial Board, “MCE right to remove overstatement from messaging” (Feb. 1, 2026), https://www.marinij.com/2026/02/01/editorial-mce-right-to-remove-untrue-statement-from-branding/. 125 At MCE’s November 2025 Board meeting, the Chair of the Board, addressing members who had voiced constructive criticism and advocated for enhanced financial oversight, stated: “Right now it feels like we’re divided, and we shouldn’t be serving, being divided…. Our community members expect us to serve … and be respectful of each other [and] … staff.” So I’m hoping that for the rest of this meeting we can also continue to be respectful of each other in the process.” MCE, “Meeting Archive” / “Board of Directors November 20, 2025 Video,” https://www.youtube.com/embed/s79p9jam__4, at 23:30–24:21, italics added. Later in the same meeting, the Chair elaborated on her view that some members should not remain as Board members: “I’m really disheartened, saddened how the Board direction is going…. [W]e’re serving at the will of our coun cil because they have appointed us to serve on these boards … and … ultimately … if we’re gonna serve on the Board, we should be proud of the Board we serve on, and if it doesn’t represent what we stand for or our communities then we should let our council know that that doesn’t represent, and that we shouldn’t be a part of that board .” Id. at 4:22:43–4:23:26, italics added. 126 Knowledgeable persons we interviewed suggested town managers might be tasked with operational details about CCAs. This approach would require revision of MCE’s JPA.

Marin County Civil Grand Jury Page 33 of 49
MCE, Marin Clean Energy: A Series of Missteps Highlight Need for Governance Changes The Grand Jury’s Conclusions About Board Size and Composition: A smaller and more technically oriented Board (much like a board of a public company this size) is likely to be more effective for the future of MCE. The unwieldy nature of a Board with 34 members has presented management with both educational challenges and opportunities to consolidate control. The anticipated governance assessment project might provide useful guidance — but only if that assessment is robust, and conducted by a neutral and widely-respected evaluator.

7. MCE Management Has Been Insufficiently Transparent With Its Board
Based on our review of recent extensive MCE Board and committee meetings, and statements from persons we have interviewed, we find that MCE management has been insufficiently transparent — and indeed, often evasive — in its communications with and to MCE’s Board.

Management too frequently (1) provides incomplete responses to Board members’ questions and requests for information; (2) obfuscates or conflates issues and details; (3) fails to inform the Board of important actions as required, or informs the Board late or after-the-fact; and (4) limits legitimate inquiries and comments from Board members who question management. This behavior markedly limits the Board’s ability to exercise its fiduciary oversight duties to MCE’s ratepayers. We provide several recent examples (among others) below. ● Failure to provide complete responses to Board members’ questions and requests for information
○ At the November 20, 2025, Board meeting, a member requested more information regarding the one-to-five-year energy contracts signed in FY 2024–25, worth about $200 million. The same Board member made the same request at the January 5, 2026 Executive Committee meeting, and again at the February 6, 2026 Technical Committee meeting.127 As of early May, the Board member still had not received the requested information.
○ When a Board member asked at the February 2, 2026, Executive Committee meeting about the extent of natural gas purchases related to MCE’s “Resource Adequacy” contracts signed in 2022 and 2025, management evaded the question, and instead referred to the fact that MCE’s Power Content Label is not required to include those types of contracts.128
○ MCE’s six-member Technical Committee meets monthly in public. Its scope is “to explore, discuss and provide direction or approval on issues related to electricity supply, distributed generation, greenhouse gas emissions, energy efficiency, procurement risk management and other topics of a technical

127 MCE, “Board Meetings” / “Meeting Archive” / “Technical Committee February 6, 2026 Video,” https://www.youtube.com/watch?v=L1Nek55DYLU, at 1:18:25–1:19:10 (describing the three requests). 128 MCE, “Board Meetings” / “Meeting Archive” / “Executive Committee February 2, 2026 Video,” https://www.youtube.com/watch?v=tZhnn8fa7vU, at 22:39–23:33. This response was preceded and followed by the statement that management “would be happy to talk to [the Director] about that afterward” [meaning after the Board meeting], and the comment, “I think we have already covered [the resource ad equacy contracts] in detail.” We have seen these kinds of statements (appearing to both put off a direct answer, and redirect the conversation) numerous times during Board meetings, in response to direct questions.