Brentwood City Council
October 28, 2025

EXHIBIT I

GRANT AGREEMENT WITH BAY AREA QUALITY

MANAGEMENT DISTRICT

BAAQMD Carl Moyer Program Grant Agreement
26MOY8 Form GA2-2024P Page 1 of 19

CARL MOYER PROGRAM GRANT AGREEMENT

BETWEEN

THE BAY AREA AIR QUALITY MANAGEMENT DISTRICT
AND

CITY OF BRENTWOOD
26MOY8
This Carl Moyer Program grant agreement (“Agreement”) is made and entered into between City of Brentwood, hereinafter referred to as “Grantee,” and the Bay Area Air Quality Management District, hereinafter referred to as the “Grantor” or “Air District,” hereinafter collectively referred to as the “Parties.”

RECITALS
1) The Carl Moyer Memorial Air Quality Standards Attainment Program, California Health and Safety Code section 44275 et seq. (“Program”), is an incentive program to provide grants in order to reduce emissions of oxides of nitrogen, particulate matter (PM10), and reactive organic compounds in the State from sources of air pollution, such as heavy-duty and light-duty diesel vehicles, off-road construction equipment, marine vessels, and agricultural sources of pollution, by measures such as replacement of engines with cleaner-than-required engines or installation of emission reduction equipment.
2) The California Air Resources Board (“CARB”), which oversees and administers the Program, has adopted guidelines and criteria for the Program’s implementation entitled The Carl Moyer Program Guidelines, Approved Revision 2017 and subsequent CARB advisories issued for Program implementation (together the “CARB Program Guidelines”). The Air District implements the Program in the San Francisco Bay Area air basin in accordance with the CARB Program Guidelines and the criteria and guidelines of the Air District. 3) Based on the information provided in the Grantee’s project application, the Air District determined that the Grantee proposed a project (“Project”, the details of which are presented in Attachment A) to replace or install equipment that is eligible for Program funding and meets the CARB Program Guidelines and the Air District’s criteria and guidelines, including costeffectiveness requirements. In entering into this Agreement, the Air District has relied upon the representations in Grantee's project application.
4) This Agreement is made pursuant to and in accordance with the requirements of the Program, established by the California State Legislature and implemented by CARB. All equipment funded under the terms of this Agreement (“Project Equipment”) must meet the applicable requirements set forth in the CARB Program Guidelines.
5) On December 4, 2024, the Board of Directors of the Air District approved the Air District’s recommendation to enter into an Agreement with Grantee to implement the Project provided Grantee meets all of the CARB Program Guidelines.

SECTION I
GRANTEE AGREES:

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1) To complete and implement the Project in accordance with the terms and conditions of this Agreement and all attachments hereto and the CARB Program Guidelines, which are incorporated herein by reference. Failure to comply with the terms and conditions of this Agreement, including requirements in attachments hereto and in the CARB Program Guidelines, will be deemed a breach of this Agreement, and upon any such breach the Air District may pursue any remedies available under law, including requiring repayment of any funds awarded under this Agreement and/or terminating this Agreement pursuant to the termination provisions herein. A breach of this Agreement, significant Project delays and/or failure to complete the Project may also disqualify Grantee from participating in future Air District incentive programs, at the discretion of the Air District. 2) To purchase, operate, monitor the operation of, and maintain each piece of Project Equipment according to the manufacturer’s specifications throughout each respective Project Equipment Operational Period, as defined in Attachment A. No tampering or modification of the Project Equipment is allowed.

The Air District or its designee may perform a pre-installation inspection and will perform a post-project inspection of the Project Equipment funded under the terms of this Agreement to verify that the Project has been implemented according to the terms of this Agreement. Grantee will facilitate the Air District inspection(s) and make the new Project Equipment available for pre-installation inspection(s) of engines, tanks, or similar funded components whose tags or labels will not be visible after installation, and for post-project inspection, which may include verifying that the Project Equipment is fully operational, to document that Project Equipment complies with Program requirements. Grantee must contact the Air District to arrange postproject inspection and should provide at least two business days advanced notice for scheduling. 3) The Air District or its designee will perform a preliminary inspection of the installation site prior to implementation of the Project. Grantee agrees to facilitate and cooperate with the Air District inspections.
4) To comply with the invoicing and reporting conditions identified in Attachment A. Any Project cost overruns are the sole responsibility of the Grantee. 5) To allow the staff and third-party representatives of the Air District and CARB to inspect the Project Equipment and to conduct financial and performance audits of the Project. Grantee agrees that the Air District, CARB, CA Department of General Services, CA Department of Finance, CA Bureau of State Audits, and/or their designated representative will have the right to review and to copy any records and supporting documentation pertaining to the performance of this Project. Grantee further agrees to cooperate fully with such inspections and audits, including providing on a timely basis, copies of any Project records related to performance of this Agreement requested by the Air District or CARB.
6) To acknowledge the Air District and the Carl Moyer Program, or other applicable state funding source, as funding sources for the Project in any related media events, articles, news releases, or other publicity materials. Grantee must obtain prior written approval by the Air District in order to disseminate any report or other document describing the Program, the Project, or this Agreement.
7) To complete and operate the Project in compliance with all applicable federal, State, and local laws, rules, guidelines, and regulations, and requirements. 8) To not assign, sell, transfer, license, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the Air District.

If the Grantee wishes to assign, transfer, or sell the Project Equipment to another entity before its contractual requirements have been satisfied, the new entity must agree to assume all of the Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

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outstanding requirements of this Agreement through a novation agreement executed by the Grantee, new entity, and the Air District. Grantee will remain responsible for complying with all outstanding requirements of this Agreement unless and until a novation agreement that includes all outstanding requirements of this Agreement is fully executed.

Grantee will notify the Air District in writing of any change in registration or operational status of any Project Equipment funded and installed under this Agreement within ten (10) business days of its occurrence. For purposes of this Agreement, a “change in operational status” occurs whenever any Project Equipment is removed from active service, relocated outside the boundaries of the Air District, relocated outside of a Priority Area, wrecked, scrapped, sold, assigned, or transferred to another entity, before full completion of the Project Equipment Operational Period.
9) To neither seek nor accept other private or public financial incentives for the Project without prior written approval from the Air District.
10) To obtain and maintain the insurance coverage specified in “Insurance Requirements,” Attachment B, and to comply with all insurance requirements set forth therein. 11) To use the Air District’s approved logo on any printed material intended for public consumption associated with the Project and on any signs posted at the site of any construction associated with the Project. The logo provided by the Air District must be displayed on the Project Equipment identified in Attachment A, Paragraph 5.
12) To maintain and retain the Project records for at least three years after Agreement Term ends. 13) To comply with all “Special Conditions,” set forth in Attachment A. 14) To comply with the following nondiscrimination and compliance provisions: During the performance of this Agreement, the Grantee and its contractors will not unlawfully discriminate against, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability (including HIV and AIDS), mental disability, sexual orientation, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age (over 40), sexual orientation, or veteran or military status, or allow denial of family-care leave, medical-care leave, or pregnancy-disability leave. The Grantee and its contractors will ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination and harassment. The Grantee and its contractors will comply with the provisions of the Fair Employment and Housing Act (Gov. Code section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, title 2, section 11000 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f), set forth in Chapter 5 of Division 4.1 of title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. The Grantee and its contractors will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. Grantee will include the nondiscrimination and compliance provisions of this clause in all agreements with contractors to perform work funded by this Agreement. 15) To be bound by and meet the requirements of all applicable provisions of State Labor Code Section 1720-1861 regarding prevailing wages paid to workers employed on public works and labor compliance and to provide confirmation of compliance if requested. 16) To accept tax liability associated with accepting grant funds. 17) To ensure that work products submitted to CARB, uploaded, or otherwise provided to CARB by the Grantee and/or its subcontractors under this Agreement comply with Web Content Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

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Accessibility Guidelines 2.0, levels A and AA, and otherwise meet the accessibility requirements set forth in California Government Code Sections 7405 and 11135, Section 202 of the federal Americans with Disabilities Act (42 U.S.C. § 12132), and Section 508 of the federal Rehabilitation Act (29 U.S.C. § 794d) and the regulations promulgated thereunder (36 C.F.R.

Parts 1193 and 1194). For any work product provided to CARB in PDF format, the Grantee must also provide an electronic version in the original electronic format (for example, Microsoft Word or Adobe InDesign).
18) That this Agreement is binding on and will inure to the benefit of Grantee’s heirs, executors, administrators, and successors in interest.
19) To require that all subcontractors comply with the terms of this Agreement.

SECTION II
AIR DISTRICT AGREES:
1) To reimburse Grantee in an amount not to exceed the “Total Grant Funds Available,” set forth at Attachment A, paragraph 4.

Total Grant Funds Available is the maximum amount of funding available. In no event will the grant funds paid under this Agreement exceed the Total Grant Funds Available.

The final amount of funds reimbursed to Grantee (the “Funds Awarded”) may be less than the Total Grant Funds Available. The final Funds Awarded will be less than the Total Grant Funds Available if (1) the invoiced Eligible Costs incurred are less than the Estimated Eligible Costs in Attachment A; (2) Grantee has received funding from an Air District approved co-funding incentive source; and/or (3) there are no longer funds available. 2) To verify that Grantee has completed the Project prior to reimbursing the Grantee. Verification by Air District will include physical inspection of any Project Equipment specified in Attachment A and confirmation that the Project Equipment is operational and in service. 3) To endeavor to reimburse Grantee the final Funds Awarded within thirty (30) calendar days of receipt of an approvable invoice submitted in accordance with Attachment A, and after the Air District has verified Project completion.
4) To provide reasonable notice to Grantee prior to Air District, CARB or third-party inspection or audit of the Project. What constitutes “reasonable notice” may be based in part upon any prior notice from CARB received by the Air District of such audit or inspection.

SECTION III
AIR DISTRICT AND GRANTEE AGREE:
1) Agreement Term: The term of this Agreement (“Agreement Term”) begins on the Effective Date and will remain in effect until the conclusion of all Project Equipment Operational Periods and submission of all required reports, as set forth in Attachment A. 2) Termination:
a) Either Party may terminate this Agreement at will and without specifying any reason at any time prior to the Air District’s transfer of Funds Awarded by notifying the other Party in writing. The notice of termination must specify the effective date of termination, Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

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which will be no less than thirty (30) calendar days from the date of delivery of such notice.
b) The Air District may terminate this Agreement for breach of the Agreement by Grantee by giving Grantee a minimum of ten (10) business days written notice of such breach and the opportunity to cure the breach within that period of time. The notice will specify the amount of Funds Awarded to be reimbursed to the Air District, if any, which Grantee will reimburse within thirty (30) days of the effective date of termination. The Air District will calculate the reimbursement based on the repayment formula set forth in Paragraph 15 of Attachment A.
c) The Air District will not pay any Funds Awarded in the event that this Agreement is terminated, and no funds have been expended by Grantee. If the Project has been completed and the Air District has paid the Funds Awarded to Grantee, Grantee may not terminate this Agreement pursuant to subparagraph 2(a), unless it reimburses the Air District the amount of Funds Awarded due based on the repayment formula set forth in Paragraph 15 of Attachment A.
3) Additional Acts and Documents: Each Party agrees to do all such things and take all such actions, and to make, execute, and deliver such other documents and instruments that are reasonably required to carry out the provisions, intent, and purpose of this Agreement. All attachments to this Agreement are expressly incorporated herein by this reference and made a part hereof as though fully set forth.
4) Indemnification: Grantee agrees to indemnify and hold harmless CARB, the Air District, its officers, employees, agents, representatives, and successors-in-interest from and against any and all liability, loss, expense, including reasonable attorneys' fees, or claims for injury or damages arising out of the performance of the duties and obligations under this Agreement by Grantee or its officers, agents, employees, representatives, subcontractors and successors in interest, and arising out of the installation or operation of the Project Equipment that is the subject of this Agreement by the Grantee or its officers, agents, employees, representatives, subcontractors, and successors in interest.
5) Notices: All notices that are required under this Agreement will be provided in the manner set forth herein, unless specified otherwise. Notice to a party will be delivered to the attention of the person at the address listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice will be in writing sent by e-mail OR delivered in person. Notices will be deemed to have been received on the date of such transmission, provided such date was a business day and delivered prior to 4:00 p.m. PST/PDT. Otherwise, receipt of notices will be deemed to have occurred on the following business day.

AIR DISTRICT Bay Area Air Quality Management District
375 Beale Street, Suite 600
San Francisco, CA 94105
Attn: Director of Strategic Incentives
Project #: 26MOY8
[email protected]
GRANTEE City of Brentwood
150 City Park Way
Brentwood, CA 94513-1978
Attn: Vatsal Patel, Engineering Manager
Project #: 26MOY8
[email protected]
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6) Contacts: The Contact for the Grantee is the person named in the Project application, which also lists the Contact’s address, telephone number, and email address. The Contact is the liaison to the Air District pertaining to implementation of this Agreement and is the contact for information about the Project. The Grantee agrees to notify the Air District of a change of the Contact’s name or contact information in writing no later than ten (10) business days from the date of any change.
7) Project Number: All correspondence must reference this Agreement number, which is the same as the Project Number or Project Application Number.
8) Integration of Agreement: This Agreement represents the final, complete, and exclusive statement of the agreement between the Grantee and the Air District and supersedes all prior and contemporaneous understandings and agreements of the Parties. No Party has been induced to enter into this Agreement nor is any Party relying upon any representation or warranty outside those expressly set forth herein.
9) Amendment: This Agreement may not be modified except in writing, signed by both Parties hereto, and any attempt to modify this Agreement orally will be void and of no effect. Any change in Project scope requires an amendment under this Agreement. 10) Independent Contractor: Grantee is an independent contractor. None of Grantee's officers, employees, agents, contractors, subcontractors, or vendors are, nor will they be considered, officers, employees, or agents of the Air District or CARB. 11) Assignment: Grantee may not assign, sell, transfer, license, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the Air District. 12) Waiver: No waiver of a breach, of failure of any condition, or of any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, regardless of similarity, nor will any waiver constitute a continuing waiver unless the writing so specifies. Further, the failure of a party to enforce performance by the other party of any term, covenant, or condition of this Agreement and the failure of a party to exercise any rights or remedies hereunder will not be deemed a waiver or relinquishment by that party to enforce future performance of any such terms, covenants or conditions, or to exercise any future rights or remedies. 13) Severability: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid, in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions thereof will not be affected. 14) Effective Date: The effective date of this Agreement is the date the Air District’s Executive Officer/Air Pollution Control Officer, or their designee, executes this Agreement. 15) Availability of Funds: The Air District’s obligations under this Agreement are contingent upon the availability of funds. In the event such funds are not available, the Air District will have no liability to pay any funds to Grantee or to furnish any other consideration under this Agreement. 16) Force Majeure: Neither CARB, the Air District, nor Grantee will be liable for or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions, or inability to obtain labor or materials or reasonable substitutes for labor or materials necessary for performance of the services, or other causes, except financial, that are beyond the reasonable control of CARB, the Air District or Grantee, for a period of time equal to the period of such force majeure event, provided that the Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

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party failing to perform notifies the other party within ten (10) business days of discovery of the force majeure event, and provided further that that party takes all reasonable action to mitigate the damages resulting from the failure to perform. Notwithstanding the above, if the cause of the force majeure event is due to party’s own action or inaction, then such cause will not excuse that party from performance under this Agreement. Notwithstanding the above, fire or casualty loss to Project Equipment will not excuse Grantee’s obligation to perform under this Agreement.

Grantee will be responsible to repair or replace Project Equipment or to reimburse the Air District in accordance with Attachment A, Paragraph 15. 17) Governing Law: Any dispute that arises under or relates to this Agreement will be governed by law, including Health & Safety Code section 44280 et seq., its accompanying regulations, and the CARB Program Guidelines, excluding any laws that direct the application of another jurisdiction’s laws. Venue for resolution of any dispute that arises under or relates to this Agreement is San Francisco, California. Any rights or remedies of the Air District provided for in this Agreement are in addition to any other rights and remedies provided by law. 18) Emissions Testing: The Air District may conduct emissions testing, at its expense, on any Project Equipment that is purchased or modified as part of the Project, including a vehicle or vessel. Testing for a piece of Project Equipment will be limited to no more than once per calendar year during the Project Equipment Operational Period. Testing will be conducted according to a schedule agreed upon by both Parties.
19) Emission Reductions: The Air District retains the exclusive right to claim any emission reduction credits under State or Federal law that might result from emissions reduced by the Project implemented pursuant to this Agreement. The emissions reduced by the Project may not be used by Grantee to comply with any local, State, or Federal air pollution regulation or law, or used to fulfill Grantee’s obligations arising out of any order, settlement contract, memorandum of understanding, or other binding legal document.
20) Compliance with CARB Program Guidelines: Any questions or disputes the Parties may have regarding the implementation of this Agreement will be resolved in accordance with the applicable CARB Program Guidelines.
21) Enforcement: CARB is an intended third-party beneficiary of this Agreement and has the right to enforce the terms of the Agreement to ensure emission reductions are obtained. Both the Air District and CARB, or their designees, have the authority to inspect the Project, enforce the terms of this Agreement, and pursue repayment of grant funds for noncompliance with the terms of this Agreement, including requirements in attachments hereto, in the CARB Program Guidelines, or applicable state laws or regulations throughout the Agreement Term. 22) Public Documents: To the extent not otherwise prohibited by law and to the extent required by the California Public Records Act (Government Code section 7920 et seq.), the Grantee will place in the public domain any software, written document, or other product developed with Program funds as part of the Project.
23) Survival of Terms: Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement will remain in effect until fulfilled and apply to both Parties’ respective successors and assigns.
24) Public Entities Conflict of Interest: The Grantee warrants and represents that its public officials, including its officers and employees in their official capacity, presently have no interest and agrees that its public officials, including its officers and employees in their official capacity, will not acquire any interest which would represent a conflict of interest under California Government Code sections 1090 et seq. and 87100 et seq. during the performance of this Agreement.

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25) Russian Sanctions: On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6- 22 regarding Economic Sanctions against Russia and Russian entities and individuals.

Economic Sanctions refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. Grantee represents and warrants that it is not a target of Economic Sanctions, and that it will refrain from conducting prohibited transactions with sanctioned individuals or entities through the Agreement Term. 26) Authority to Sign: The persons executing this Agreement certify that they have the legal authority to bind their respective entities to all terms and conditions set forth herein. 27) Penalty for Falsifying Information: In entering into this Agreement, the Air District has relied upon the representations in Grantee’s application, which is incorporated by this reference as if fully set forth herein, in determining the eligibility of Grantee. Grantee agrees that the information submitted in its application, including information about its eligibility status and Project, and the information provided to the Air District in furtherance of this Agreement, is accurate, true, and correct. The Air District or CARB may consider submission of false information a criminal offense, punishable under penalty of perjury under the laws of California. Grantee acknowledges, understands, and accepts that by providing or making any false statements or providing false information, Grantee may be in violation of California law.

All statements, responses, and information are subject to investigation and any incomplete, unclear, false, or dishonest statement, response, or information may be grounds for disqualification from receiving any existing or further funding or participating in any programs or projects using Air District or CARB-provided funds, or from doing business with the State of California or the Air District. If false information is or was provided, the Air District or CARB may require Grantee to return the Funds Awarded, may exclude Grantee from participation in future funding programs, and may pursue other remedies available under the law.

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

SIGNATURES
Bay Area Air Quality Management District
By: _______________________________ Date: _____________ Philip M. Fine
Executive Officer/Air Pollution Control Officer
Bay Area Air Quality Management District
Approved as to form:

By: _______________________________
Alexander Crockett
General Counsel
Bay Area Air Quality Management District
Grantee
By: _______________________________ Date: _____________ Tim Ogden
City Manager
City of Brentwood
Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A March 25, 2025
April 16, 2025

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ATTACHMENT A – PROJECT SPECIFIC INFORMATION
[Note: The section numbers shown in parentheses below refer to the Sections in the Agreement.]

1. Grantee: City of Brentwood

2. Project Number (Section III.7): 26MOY8

3. Air District Approval Date (Section III.14): Effective Date of this Agreement

4. Total Grant Funds Available (Section II.1): $2,928,000

5. Cost Breakdown (Section II.1): A detailed breakdown of estimated project costs and equipment information is shown in Table 1.

Table 1: Detailed Project Description
Project Equipment Description
Estimated
Eligible
Costs
Maximum
Percentage
of Eligible
Costs
Total Usage
& Project
Equipment
Operational
Period
Location
of
Operation
Funds
Available
Infrastructure description*:

Purchase and install: 2 new DC fast ports, and 32
new level 2 ports with associated electrical conduit
and infrastructure.

Total Minimum Output (All Ports Combined):
734.40 kW
Location: 2201 Elkins Way, Brentwood, CA 94513,
non-publicly accessible.

At least 50 percent of the total energy provided must
be generated from solar/wind.
$4,504,986 65%**
574,812 kWh
&
3 years
100 % in
CA
Operates in
Priority
Areas: Yes
$2,928,000
Total Grant Funds Available: $2,928,000
*Grantee may propose Equivalent Equipment subject to advanced written approval from the Air District. The Equivalent Equipment must result in the same or better emissions reductions and meet or exceed the operational parameters specified in Attachment A of this Agreement.
** Maximum percentage of eligible costs and funds available quoted here is based on a requirement that at least 50 percent of the total energy provided is generated from solar/wind; if this requirement is not met, maximum percentage of eligible costs and funds available will be lower.

The terms in Table 1 above are defined as follows:

Project Equipment Description: Information describing the new equipment, including fuel or energy type and other specifications.

Estimated Eligible Costs: The amount of the Project cost determined during the application evaluation eligible to be included in the calculation for reimbursement. Eligible Costs are Project costs that are eligible based on the CARB Program Guidelines and Air District policies.

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Maximum Percentage of Eligible Costs: The maximum allowable percentage of the actual Eligible Costs that can be reimbursed for Project Equipment, based on the maximum percentage allowed for the equipment by the applicable CARB guidelines for the equipment type.

Total Usage & Project Equipment Operational Period: Total Usage refers to the minimum amount the Grantee is required to operate the Project Equipment, over the period of time specified and defined as the Project Equipment Operational Period. Total Usage is measured in either hours, miles, kWh, or fuel used, as applicable.

Location of Operation: The minimum percentage of time that the Project Equipment must operate within California and/or within the Air District boundaries, as noted, during the Project Equipment Operational Period. Also indicates whether the Project is required to operate within a Priority Area(s), as defined in Attachment C, and in accordance with the requirements of Paragraph 16 (Special Conditions).

Funds Available: The maximum funding that can be paid to Grantee for the Project pursuant to this Agreement.

6. Project Description: On-Road Infrastructure
Table 1 provides the details of the funded Project Equipment. Any change in Project Equipment specifications or Project Description must receive written approval in advance by the Air District.

7. Project Term: Table 1 lists the required Total Usage and Project Equipment Operational Period for each piece of Project Equipment. The Project Equipment Operational Period begins when the Project Equipment has been successfully inspected by the Air District. The Project Term begins at the start of the earliest Project Equipment Operational Period and concludes upon the satisfaction of the usage and Project Equipment Operational Period requirements for each piece of Project Equipment and upon confirmation by the Air District that all Project requirements have been met.

8. Operating Parameters: Air District has awarded this Grant based upon Grantee’s agreement to operate the Project Equipment for the usage identified in Table 1 of this Attachment. In no event may Grantee operate the Project Equipment less than the minimum project term specified in the CARB Program Guidelines. For Project Equipment that must be charged (e.g., electric or hydrogen vehicles), Grantee agrees that it will not charge Project Equipment with diesel or propane generators or fuel, except in the case of an emergency.

9. Project Schedule: By no later than February 11, 2027, the Project must be completed by Grantee and inspected by the Air District, and Grantee must have submitted its request for payment in accordance with Paragraph 13 of this Attachment.

10. Estimated Eligible Costs : Estimated eligible costs are specified and described in Table 1 above, and include (A) Design and engineering, (i.e., labor, site preparation, Americans with Disabilities Act accessibility, signage); (B) Equipment (e.g., charging/fueling units, electrical parts, energy storage equipment); (C) Installation directly related to the construction of the station; (D) Meter/data loggers; (E) On-site power generation system that powers covered sources (i.e., solar and wind power generation equipment); (F) Fees incurred pre-contract execution (i.e., permits, design, engineering, site preparation), license fees, environmental fees, commissioning fees (safety testing), and onsite required safety equipment; (G) Federal, sales, and other taxes; (H) Shipping and delivery costs; (I) Consulting fees associated with the preparation of Environmental Assessment, Environmental Impact Statement, Environmental Impact Report, or other California Environmental Quality Act (CEQA) documents.

11. RESERVED.

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12. RESERVED.

13. Project Implementation Report and Request for Payment (Section I): In a timely manner and as soon as practicable after completion of the work set forth in the Project Description, Grantee shall submit a Project Implementation Report (PIR), an IRS W-9 form, and a project invoice to request payment for the Eligible Costs of the Project.

The Project invoice must:
• Provide documentation for all Eligible Costs, document the Equipment serial number(s), and include a description of the Equipment purchased.
• Demonstrate the costs are Eligible Costs and have been expended in compliance with the Project Description and the Project Schedule.
• Itemize the total funds requested for this reimbursement, which must include an itemization of payments to vendors, consultants, and contractors.
• Include copies of invoices that document the goods and services provided by vendors, consultants, and contractors and documentation of the total hours incurred to complete the Project, the hourly rates of any labor charges, the costs of such goods, and any other Eligible Costs.
• Be submitted with a summary sheet that specifies the Project Number. If costs are incurred that are not directly related to the Project as described in Paragraph 5 of this Attachment, all such costs must either be deleted when the Project invoice is prepared or clearly identified as costs that are not eligible for reimbursement by the Air District. • Include proof of warranty for the specific project option and type of Project Equipment described in Table 1 of this attachment, if required by the CARB Program Guidelines. • For new or converted electric Equipment or hybrid Equipment, provide owner’s manual or equivalent documents describing the major components; theory of operation and operating procedures; battery maintenance and use; service intervals and requirements; contact information for the manufacturer and CA servicer(s); instructions about safe operation and battery handling; and emergency procedures and potential safety precautions for use of the Equipment.

The Grantee may seek an interim payment from the Air District. To request an interim payment, the Grantee must submit an updated Project schedule that identifies the anticipated completion date, together with invoices for costs incurred to date, to the Air District. The Air District has the sole discretion to approve an interim payment for Eligible Costs incurred to date.

Upon verification that the Project has been completed according to the terms of this Agreement, the Project Equipment has been installed and is fully operational, and approval of the invoice, the Air District will issue final payment of the Funds Awarded.

14. Annual Monitoring Reports: Grantee must submit an annual monitoring report each calendar year for the Project Term, in a format provided by the Air District. The monitoring report must provide information regarding annual fuel/energy consumption, annual hours or miles of operation, locations where Project Equipment operated, and proof of insurance. Annual reports are due by August 1 of each reporting year, with the reporting period covering July 1 of the prior year through June 30 of the reporting year, except for the first report, for which the reporting period will be the Effective Date of this Agreement through June 30 of the reporting year, and the last report, for which the reporting period will be July 1 of the prior year through the end of the Project Term. The final report must be submitted by August 1 following completion of the Project Term.

Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

BAAQMD Carl Moyer Program Grant Agreement
26MOY8 Form GA2-2024P Page 13 of 19
Prior to project completion, the annual report must include a report on the Grantee’s progress in completing the Project by the deadline set forth in Paragraph 9 of this Attachment. If Grantee fails to submit annual monitoring reports in a timely fashion, the Air District may perform a project performance audit.

15. Repayment of Grant Funds for Failure to Complete Project Equipment Operational Period: Grantee must repay the Funds Awarded on a prorated basis for selling, assigning, transferring, retiring, scrapping, or removing any piece of Project Equipment from service in the location(s) specified in Table 1 of Attachment A prior to completing its Project Equipment Operational Period. The fraction of funds to be repaid will be determined by subtracting the usage of the Project Equipment at the time of sale, assignment, transfer, retirement, scrapping, or removal from service from Total Usage, pursuant to Table 1 and Paragraph 7 of this Attachment, and dividing that result by the Total Usage. At its sole discretion, the Air District may waive repayment if it determines that Grantee’s failure to complete the Project was due to events beyond Grantee’s reasonable control per Section III.16.

At its sole discretion, the Air District may waive repayment if the Grantee facilitates transfer of this Agreement by the Air District to the subsequent owner who agrees to assume all obligations under this Agreement and specifically agrees to continue operation of the Project Equipment in order to provide equivalent emission reductions in accordance with CARB Program Guidelines.

16. Special Conditions:

A. Operation in Priority Areas: Grantee agrees to operate the funded Project Equipment within or benefiting Priority Areas, which are communities disproportionately impacted by air pollution and/or low-income communities. This benefit to Priority Areas is required throughout the Project Equipment Operational Period(s) to ensure that the Project directly reduces emissions in impacted communities and helps to reduce public health risks associated with such air contaminants in the impacted communities. Grantee must continue to operate in the same location(s) described in the application materials submitted by the Grantee, since the location(s) were a factor in determining eligibility and/or the funding level awarded. Attachment C provides a map of Priority Areas.

Grantee must demonstrate, as part of the Annual Monitoring Reports, that it has operated in the Priority Area(s) designated in Attachment C for each year of operation.

For the duration of the Project Equipment Operational Period(s), Grantee must operate the Project Equipment within California and the Air District as specified in the “Location of Operation” column in Table 1 of Attachment A. Grantee must demonstrate, as part of the Annual Monitoring Reports, that the percentages of operation within the Air District boundaries and within California, as identified in Table 1, have been achieved for each year of operation.

B. Grantee certification:

1. I certify that all fleets and/or engine(s) are in compliance with all applicable Federal, State, and local air quality rules and regulations as of the Effective Date of this Agreement.

2. I understand that I must maintain compliance with all applicable Federal, State, and local air quality rules and regulations for the Agreement Term.

3. I have disclosed to the Air District all other private or public financial incentives applied for or used for this Project.

4. I will not apply for or receive other private or public financial incentives for the Project without prior approval from the Air District, including any sources that Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

BAAQMD Carl Moyer Program Grant Agreement
26MOY8 Form GA2-2024P Page 14 of 19
become available after the Effective Date of this Agreement. The receipt of additional public funding for the Project Equipment could result in a reduction of the Total Grant Funds Available and the final Funds Awarded.

5. I understand that I must own and operate the Project Equipment pursuant to the terms of Table 1 of Attachment A, which include usage and location requirements.

6. I will not assign, transfer, or sell the Project Equipment during the Agreement Term without prior written consent of the Air District. Such written consent will not be given unless the terms and obligations of this Agreement are first transferred in full to a new owner/operator.

7. I understand that the following requirements apply to additional private or public financial incentives used to support this Project.
a. Grantee must meet all criteria associated with each funding source used to fund the Project.
b. The total of all incentives for the Project must not exceed the total project costs. c. All covered emission reductions (NOx, ROG, and PM) achieved from this Project with these funding sources, will be credited as reductions to the Carl Moyer Program. Other emission reductions such as greenhouse gas emissions may be claimed by the other programs used in co-funding this Project.

Signature: _______________________________
Name (printed): _______________________________
Title: _______________________________ Date: _____________ C. Security Interest: Grantee hereby grants the Air District a security interest in the Project Equipment that has been purchased partially or entirely with funding provided by the Air District pursuant to this Agreement. Grantee acknowledges and agrees that the Air District will have all lien rights as a secured creditor on the Project Equipment throughout the Project Equipment Operational Period (Project Term). Grantee agrees and authorizes the Air District to file a Uniform Commercial Code (UCC) financing statement (Form UCC-1), U.S. Coast Guard Notice of Claim of Lien, California Title Lien, or similar security instrument to secure its interests in the Project Equipment. In the event the Project Equipment is repossessed or Grantee files for dissolution or bankruptcy protection, Grantee will notify the Air District within ten (10) business days of the repossession or court filing.

D. Two-Party Check: If the Grantee requests, the Air District may pay the Funds Awarded to the equipment vendor designated by the Grantee as a two-party check to the Grantee and the designated vendor.

E. Hour Meter: As required by the CARB Program Guidelines, Grantee will ensure that Project Equipment, inclusive of infrastructure Equipment, is equipped with a tamperproof, non-resetting hour meter, energy meter, or odometer (as applicable). If this meter fails during the Project Equipment Operational Period, the Grantee must notify the Air District, remain responsible for validating any hours not recorded by the meter, and take action to repair or replace the meter within thirty (30) days.

Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A City Manager April 1, 2025
Tim Ogden

BAAQMD Carl Moyer Program Grant Agreement
26MOY8 Form GA2-2024P Page 15 of 19
F. CARB Fleet Rules: For Grantees subject to CARB regulations, Project Equipment funded as part of this Agreement:

1. Must be included when defining the size of the fleet for determining regulatory requirements.

2. Must not be used to generate credits or compliance extensions and must be excluded when determining regulatory compliance.

G. Projects that include fueling or charging infrastructure Project Equipment:
• Grantee must either own the land on which the Project infrastructure is installed or control the land through a long-term lease, easement, or other legal arrangement for the duration of the Project Term.
• Grantee must comply with, and ensure any subcontractors comply with, all applicable regulations (e.g., Cal. Code Regs., tit. 13, §§ 2360-2360.5) • Infrastructure Equipment and parts must be new. Remanufactured or refurbished equipment and parts are not eligible.
• The fueling and charging infrastructure Equipment must be in operating condition for the duration of the Project Term.
• For battery charging stations, the chargers must be certified by a National Recognized Testing Laboratory (e.g., Underwriter’s Laboratory, Intertek) located at https: www.osha.gov/dts/otpca/nrtl/nrtllist.html.
• Grantee must report all battery charging station installations to the Department of Energy Alternative Fuel Data Center located at
http://www.afdc.energy.gov/locator/stations, pursuant to Cal. Code Regs., tit. 13, §§ 2360-2360.5.
• Non-publicly accessible infrastructure Equipment must operate without disruption and Grantee must report any downtime to the Air District within 15 days of Equipment malfunction outlining specified actions to return Project Equipment to service.
• For charging infrastructure installations:
o Grantee must ensure that all charging infrastructure installations are performed in accordance with Public Utilities Code 740.20 and by a contractor with the appropriate license classification, as determined by the Contractors’ State License Board, and at least one (1) electrician on each crew, at any given time, who holds an Electric Vehicle Infrastructure Training Program (EVITP) certification. Projects that include installation of a charging port supplying 25 kilowatts or more to a vehicle must have at least 25 percent of the total electricians working on the crew for the project, at any given time, who hold EVITP certification. One (1) member of each crew may be both the contractor and an EVITP certified electrician. The requirements stated in this paragraph do not apply to any of the following:
▪ Electric vehicle charging infrastructure installed by employees of an electrical corporation or local publicly owned electric utility. ▪ Electric vehicle charging infrastructure funded by moneys derived from credits generated from the Low Carbon Fuel Standard Program (Sub article Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

BAAQMD Carl Moyer Program Grant Agreement
26MOY8 Form GA2-2024P Page 16 of 19
7 (commencing with Section 95480) of Article 4 of Subchapter 10 of Chapter 1 of Division 3 of Title 17 of the California Code of Regulations). ▪ Single-family home residential electric vehicle chargers that can use an existing 208/240-volt outlet.
o Prior to performing any electric vehicle infrastructure or equipment installation work funded or authorized under this Agreement, Grantee must complete the Certification Form provided by the District in order to:
▪ Certify that the project will comply with all of the above requirements of Public Utilities Code 740.20 or describe why these requirements do not apply to the project. The Certification Form must be signed by the Grantee’s authorized representative.
▪ Provide EVITP Certification Numbers of each EVITP certified electrician that will install electric vehicle charging infrastructure or equipment. EVITP Certification Numbers are not required to be submitted if the Public Utilities Code 740.20 requirements do not apply to the project.

Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

BAAQMD Carl Moyer Program Grant Agreement
26MOY8 Form GA2-2024P Page 17 of 19
ATTACHMENT B – INSURANCE REQUIREMENTS
Grantee to initial next to each checked box indicating they have read the insurance requirements.

Minimum Scope of Insurance and Verification of Coverage: Throughout the Agreement Term as defined in Section III of the Agreement, Grantee and any third-party subcontractors must obtain and maintain in full force and effect the insurance as set forth below. Grantee must provide, and require any subcontractors to provide, the Air District certificates and/or other evidence of insurance coverage. The Air District reserves the right to require Grantee to provide complete, certified copies of any insurance offered in compliance with these specifications. Certificates, policies, and other evidence provided must specify that the Air District will receive thirty (30) calendar days advanced notice of cancellation from the insurers.

X 1. Liability Insurance
_______
Initial
Corporations and Public Entities - a limit of not less than $1,000,000 per occurrence. Such insurance must be of the type usual and customary to the business of the Grantee, and to the operation of the vehicles, vessels, engines, or equipment operated by the Grantee.

Single Vehicle Owners - a limit of not less than $750,000 per occurrence. Such insurance must be of the type usual and customary to the business of the Grantee, and to the operation of the vehicles, vessels, engines, or equipment operated by the Grantee.

At the time Grantee submits invoices for payment to the Air District, Grantee must demonstrate that each piece of Project Equipment purchased under this Agreement is covered under the following property insurance. The property insurance for each piece of Project Equipment must remain effective from the date of the invoice to the Air District to the end of the Project Equipment Operational Period as defined in Attachment A of the Agreement.

X 2. Property Insurance for Vehicle/Vessel/Equipment Repower, Replacement and/or Retrofit, and Infrastructure Projects
_______
Initial
in an amount of not less than the insurable value of Grantee’s vehicles, vessels, engines, or equipment funded under the Agreement of which this Attachment is a part, covering all risks of loss, damage or destruction of such vehicles, vessels, engines, or equipment.

X 3. Workers’ Compensation Insurance
_______
Initial
as required by California law and employers’ liability insurance with a limit of not less than $1 million.

Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII. The Air District may, at its sole discretion, waive or alter this requirement.

Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

BAAQMD Carl Moyer Program Grant Agreement
26MOY8 Form GA2-2024P Page 18 of 19
ATTACHMENT C – OPERATION OF PROJECT EQUIPMENT WITHIN PRIORITY AREAS Grantee to initial next to each checked box indicating their agreement to operate the Project Equipment in the Priority Area(s) indicated below throughout the Project Equipment Operational Period(s). Project Equipment must continue to operate in the same location(s) described in the application materials submitted by Grantee. For infrastructure-only projects, the definition of “operation within” may be based on the vehicles/equipment that use the supporting infrastructure.

1. Disadvantaged Communities (“DAC”), an example of which is shown in Figure 1 below, and as identified by the California Climate Investments Priority Populations 2024 mapping tool at
https://webmaps.arb.ca.gov/PriorityPopulations/
_______
Initial
X 2. Low Income Communities (“LIC”), an example of which is shown in Figure 1 below, and as identified by the California Climate Investments Priority Populations 2024 mapping tool at
https://webmaps.arb.ca.gov/PriorityPopulations/
_______
Initial
Figure 1: Example DAC and LIC Areas
Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

BAAQMD Carl Moyer Program Grant Agreement
26MOY8 Form GA2-2024P Page 19 of 19
Docusign Envelope ID: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A

Certificate Of Completion
Envelope Id: 52E628DF-2B7F-44A9-ABDE-41CF7686AA5A Status: Completed Subject: Grant Agreement - Please DocuSign: 26MOY8 - City of Brentwood Document Type: Contract with Grantee
Program: On-Road
Primary Funding Source: CMP/MSIF/FARMER/CAP
Secondary Funding Source:

Source Envelope:

Document Pages: 19 Signatures: 4 Envelope Originator:

Certificate Pages: 6 Initials: 5 Cynthia Wang
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 192.137.109.103
Record Tracking
Status: Original
3/13/2025 10:41:16 AM
Holder: Cynthia Wang
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Randi Wallach
[email protected]
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 64.94.148.229
Sent: 3/13/2025 10:52:33 AM
Viewed: 3/14/2025 8:59:50 AM
Signed: 3/14/2025 9:03:10 AM
Electronic Record and Signature Disclosure:

Accepted: 3/14/2025 8:59:50 AM
ID: 96e210d0-7c7c-4c4f-be9b-bc0bbe842216
Vatsal Patel
[email protected]
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 184.23.239.18
Sent: 3/14/2025 9:03:11 AM
Viewed: 3/17/2025 8:33:25 AM
Signed: 3/17/2025 8:33:33 AM
Electronic Record and Signature Disclosure:

Accepted: 3/17/2025 8:33:25 AM
ID: 194ea0ab-3fdc-4e4d-9e74-5d6aefd1f700
Tim Ogden
[email protected]
City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.27.161.209
Signed using mobile
Sent: 3/17/2025 8:33:34 AM
Resent: 3/19/2025 9:09:00 AM
Resent: 3/24/2025 9:31:52 AM
Resent: 3/25/2025 10:02:38 AM
Viewed: 3/25/2025 3:07:00 PM
Signed: 3/25/2025 3:10:04 PM
Electronic Record and Signature Disclosure:

Accepted: 3/25/2025 3:07:00 PM
ID: 54f52111-6f99-4ace-adaa-0d3d0c46583d
jason Newman
[email protected]
Assistant Staff Specialist
Bay Area Air Quality Management District
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 68.8.60.164
Sent: 3/25/2025 3:10:06 PM
Resent: 4/1/2025 2:26:07 PM
Viewed: 4/1/2025 2:40:37 PM
Signed: 4/1/2025 2:40:55 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign

Signer Events Signature Timestamp
Tim Ogden
[email protected]
City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.27.161.209
Sent: 4/1/2025 3:17:57 PM
Viewed: 4/1/2025 3:53:09 PM
Signed: 4/1/2025 4:05:27 PM
Electronic Record and Signature Disclosure:

Accepted: 4/1/2025 3:53:09 PM
ID: de14a369-489c-4f8c-890c-0b2046fc2520
Linda Hui
[email protected]
Supervising Staff Specialist
Bay Area Air Quality Management District - Grants
Department
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 73.241.135.101
Sent: 4/1/2025 2:40:57 PM
Resent: 4/1/2025 4:05:29 PM
Viewed: 4/1/2025 2:57:13 PM
Signed: 4/1/2025 4:47:57 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Minda Berbeco
[email protected]
Air Programs Manager
Bay Area Air Quality Management District
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 192.184.205.69
Sent: 4/1/2025 4:47:59 PM
Viewed: 4/1/2025 4:54:26 PM
Signed: 4/1/2025 4:55:00 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Karen Schkolnick
[email protected]
Director of SI
Bay Area Air Quality Management District - Grants
Department
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 192.137.109.103
Sent: 4/1/2025 4:55:02 PM
Resent: 4/3/2025 1:48:06 PM
Resent: 4/7/2025 3:24:47 PM
Resent: 4/9/2025 3:24:43 PM
Resent: 4/14/2025 7:42:17 AM
Resent: 4/16/2025 11:40:54 AM
Viewed: 4/16/2025 11:41:28 AM
Signed: 4/16/2025 2:52:15 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Alexander Crockett
[email protected]
Counsel
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 192.137.109.103
Sent: 4/16/2025 2:52:19 PM
Viewed: 4/16/2025 3:42:27 PM
Signed: 4/16/2025 3:42:53 PM
Electronic Record and Signature Disclosure:

Accepted: 4/16/2025 3:42:27 PM
ID: 3f723f5a-1b2b-4064-9cad-b4696ba35a1a
Philip Fine
[email protected]
Executive Officer/APCO
Bay Area Air Quality Management District
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 192.137.109.103
Sent: 4/16/2025 3:42:56 PM
Viewed: 4/16/2025 4:55:39 PM
Signed: 4/16/2025 4:56:30 PM
Electronic Record and Signature Disclosure:

Accepted: 9/13/2024 9:24:10 AM
ID: 6d804e4a-c317-4ccd-bd83-2c49c526bdac

In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Arsenio Mataka
[email protected]
Deputy Executive Officer
Bay Area Air Quality Management District
Security Level: Email, Account Authentication
(None)
Sent: 4/16/2025 2:52:18 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Danica Winston
[email protected]
Finance Manager
Security Level: Email, Account Authentication
(None)
Sent: 4/16/2025 4:56:32 PM
Electronic Record and Signature Disclosure:

Accepted: 9/3/2024 6:15:27 PM
ID: 9d680712-42f3-4346-a3b5-92ebbcda8f5e
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/13/2025 10:52:33 AM
Envelope Updated Security Checked 4/1/2025 3:17:57 PM
Envelope Updated Security Checked 4/1/2025 3:17:57 PM
Envelope Updated Security Checked 4/1/2025 3:17:57 PM
Envelope Updated Security Checked 4/1/2025 3:17:57 PM
Envelope Updated Security Checked 4/1/2025 3:17:57 PM
Envelope Updated Security Checked 4/1/2025 3:17:57 PM
Envelope Updated Security Checked 4/1/2025 3:17:57 PM
Certified Delivered Security Checked 4/16/2025 4:55:39 PM Signing Complete Security Checked 4/16/2025 4:56:30 PM
Completed Security Checked 4/16/2025 4:56:32 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Bay Area Air Quality Management District - Grants Department (we, us or Company) may be required by law to provide to you certain written notices or disclosures.

Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 4/16/2020 1:09:34 PM Parties agreed to: Randi Wallach, Vatsal Patel, Tim Ogden, Tim Ogden, Alexander Crockett, Philip Fine, Danica Winston

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Bay Area Air Quality Management District - Grants Department:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Bay Area Air Quality Management District - Grants Department of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Bay Area Air Quality Management District - Grants Department
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Bay Area Air Quality Management District - Grants Department

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guidesigning-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify Bay Area Air Quality Management District - Grants Department as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Bay Area Air Quality Management District - Grants Department during the course of your relationship with Bay Area Air Quality Management District - Grants Department.

Solar Savings $ 38,000
Utility Rate Escalation 6.00%
Solar Degradation 0.5%
EV Fuel Savings $ 42,784
EV Maintenance Savings $ 111,600
Inflation 3.0%
Utility Net-Energy Metering Program PG&E NEM 3.0
Schneider Project (Fixed Firm) $ 2,996,141
BAAQMD Grant $ 1,947,492
Inflation Reduction Act - Investment Tax Credit $ 560,000 City Contribution $ 488,649
Total $ 2,996,141
30 Year Cost Avoidance $5,473,432
Year EV Fuel Savings EV Maintenance
Savings
Solar Savings
Total Annual
Net Savings
Cumulative Cash Flow
0 ($488,649) ($488,649)
1 $8,557 $22,320 $38,000 $68,877 ($419,773)
2 $8,557 $22,990 $40,090 $71,636 ($348,136)
3 $8,557 $23,679 $42,295 $74,531 ($273,605)
4 $8,557 $24,390 $44,621 $77,568 ($196,037)
5 $8,557 $25,121 $47,075 $80,753 ($115,284)
6 $42,784 $129,375 $49,664 $221,823 $106,539
7 $42,784 $133,256 $52,396 $228,436 $334,976
8 $42,784 $137,254 $55,278 $235,316 $570,291
9 $42,784 $141,372 $58,318 $242,474 $812,765
10 $42,784 $145,613 $61,526 $249,922 $1,062,687
11 $42,784 $149,981 $64,909 $257,675 $1,320,362
12 $42,784 $154,480 $68,480 $265,744 $1,586,106
13 $42,784 $159,115 $72,246 $274,145 $1,860,251
14 $42,784 $163,888 $76,219 $282,892 $2,143,143
15 $42,784 $168,805 $80,411 $292,000 $2,435,143
16 $42,784 $173,869 $84,834 $301,487 $2,736,630
17 $42,784 $179,085 $89,500 $311,369 $3,047,999
18 $42,784 $184,458 $94,422 $321,664 $3,369,664
19 $42,784 $189,992 $99,616 $332,391 $3,702,055
20 $42,784 $195,691 $105,095 $343,570 $4,045,625
21 $110,875 $110,896 $4,156,521
22 $116,973 $116,995 $4,273,516
23 $123,406 $123,429 $4,396,945
24 $130,194 $130,218 $4,527,163
25 $137,354 $137,379 $4,664,542
26 $144,909 $144,935 $4,809,477
27 $152,879 $152,906 $4,962,383
28 $161,287 $161,315 $5,123,698
29 $170,158 $170,187 $5,293,885
30 $179,517 $179,547 $5,473,432
$684,544 $2,524,734 $2,752,548 $5,473,432
Project Assumptions
Project Price
Estimated Lifecycle Net Savings
Project Savings and Incentives
Project Funding Options
City of Brentwood
EV Fleet and Solar
PV Project
Cashflow
#Internal Page 722 of 736
Project Title: Project #:

Fleet Electrification 337-37265
Description/Justification:

In September 2020, the State of California, by Executive Order N-79-20, set the goal that 100 percent of in-state sales of new passenger cars and trucks will be zero-emission by 2035, as well as medium and heavy-duty trucks by 2045 for all operations where feasible. Then in November 2021, the State signed the Under2 Climate Coalitions Zero Emissions Vehicles (ZEV) Pledge for Public Fleets that sets aggressive goals to transition fleet composition where feasible to 100 percent for ZEV’s by 2030. These regulations, requiring public fleets to be converted to electric vehicles, make it necessary to design and install charging stations and other related infrastructure at City facilities for the charging of government-owned electric and plug in hybrid vehicles. This project will install improvements and infrastructure related to the utilities (electricity) and equipment required at the Corporation Yard.

Project Status:

This project is in the planning phase and the design and construction phases are anticipated to be completed in 2025/26.

Supplemental Information:

Order N-79-20 requires 50% of fleet vehicles purchased with a gross vehicular weight rating of >8,500 pounds beginning in 2024 to be zero emission vehicles (ZEV), with 100% of purchases being ZEV beginning in 2027. The City has roughly 100 vehicles that fit this definition. Roughly 8-10 of these vehicles are replaced annually. This means the City needs to install charging infrastructure for 4-5 vehicles in use at the Corporation Yard now, with additional chargers installed each year as the fleet is converted to ZEV’s. Completion of this electrical infrastructure necessary to support this project at other City sites will be necessary in future years, and will allow for the charging of vehicles being mandated for purchase as older gasoline and diesel vehicles are replaced over the coming years. The key component of this project is the planning for the extreme amount of required Kilowatt voltage that must be pulled into the city designated sites to support the large vehicle volume that will be utilizing the electric vehicle chargers. Funding for this project will come from the General Fund ($199,901), Solid Waste Enterprise ($169,063), Water Enterprise ($148,377) and Wastewater Enterprise ($121,115) funds. The City was also granted and credited $2,507,492 in infrastructure grant funding by the 1) Bay Area Air Quality Management District ($1,947,492), 2) Inflation Reduction Act Solar Investment Tax Credit – Direct Pay ($460,000), 3) Inflation Reduction Act EV Charging Tax Credit ($100,000). There will be future annual O&M costs consisting of routine maintenance and minor repairs of the charging stations.

PROJECT EXPENDITURES Prior 2025/26 2026/27 2027/28 2028/29 2029/30 TOTAL 90050 Construction 571 3,145,377 $ 3,145,948
TOTAL $ 571 $ 3,145,377 $ 3,145,948
PROJECT FUNDING Prior 2025/26 2026/27 2027/28 2028/29 2029/30 TOTAL 47100 General Fund 199,901 $ 199,901
47xxx Enterprise 438,555 $ 438,555
Other 2,507,492 $ 2,507,492
TOTAL $ 3,145,948 $ 3,145,948

PROJECT FINANCING CURRENT PROPOSED
Project Category: Community Facilities Improvements
Location: Corporation Yard
Project Manager: S. Dempsey
Project Priority: 1B - Mandatory
Est. Completion Date: 2025/26
Future Annual
O & M Impact: $5,000
Public Art
Requirement: Exempt
General Plan Policy: CIR-2-5

CITY COUNCIL AGENDA ITEM NO. H.2
10/28/2025
SUBJECT: Consider Adoption of a Resolution to Approve an Employment Agreement with G. Harold Duffey to Serve as the Next City Manager for the City of Brentwood
DEPARTMENT: City Attorneys’ Office
STAFF: Katherine Wisinski, City Attorney

TITLE/RECOMMENDATION
Consider adoption of a resolution to approve an employment agreement with G.

Harold Duffey to serve as the next City Manager for the City of Brentwood.

FISCAL IMPACT
If approved, the FY 2025/26 salary and benefit cost of the employment agreement would be $289,900. Due to salary and benefit savings from the current City Manager position vacancy, there is sufficient FY 2025/26 General Fund Operating Budget for the cost.

The estimated annual ongoing cost of the employment agreement would be $417,175. This cost would be included in the draft 2026/27 – 2027/28 Operating Budget, which will be presented for City Council consideration in June of 2026.

BACKGROUND
In March 2025, the former City Manager announced his intention to depart the City of Brentwood. In order to ensure the continued operation of the City and a smooth transition, the City Council appointed an Interim City Manager. The City Council likewise selected the executive recruiting firm Peckham & McKenney to conduct a recruitment for a new City Manager. That effort yielded over 50 applications and eventually the City Council’s selection of a finalist, G. Harold Duffey. The City Council now considers the appointment of Mr. Duffey as the next City Manager for the City of Brentwood and the approval of an employment agreement with him for this purpose.

CITY COUNCIL AGENDA ITEM NO. H.2
10/28/2025

DISCUSSION
Following the departure of the former City Manager, the City Council determined to undertake a nationwide recruitment for a new City Manager. For this work, the Council selected the firm of Peckham & McKenney, who has a history of successful recruitments performed on behalf of the City of Brentwood, as well as cities throughout California. Peckham & McKenney undertook a rigorous search for candidates who met the City Council’s criteria, which included:
 a proven record of success in complex and fast-paced organizations,  demonstrated experience managing large projects to completion,  strong fiscal and leadership skills,
 tactical and strategic long-term vision, and
 an appreciation of Brentwood’s unique character and support of the Council’s vision to protect it.

The recruitment began in mid-June, with a mid-July filing deadline. In that time, over four dozen applications were submitted. Peckham & McKenney reviewed all applications and sent supplemental questionnaires to twelve candidates who were determined to align most closely with the City Council’s specified criteria. Following the review of the candidates’ responses, Peckham & McKenney conducted preliminary interviews of candidates and developed a list of nine suggested candidates to move forward for panel interviews.

After a careful review of these materials, the City Council ultimately invited six candidates to participate in a first round of interviews. Following this, three candidates were selected to move on to a second interview. Ultimately, after a thorough background investigation, the City Council identified Mr. G. Harold Duffey as its chosen finalist.

Mr. Duffey brings over 30 years of public service to the City of Brentwood. His experience includes posts as the Assistant City Administrator and Public Works Director for the City of Oakland; City Manager for the Cities of Grant Terrace and Compton; City Administrator for the City of Oroville; and Chief Assistant Director of the Planning, Community Development, & Public Works Department for Yolo County, in addition to other appointments earlier in his career.

If approved, the proposed employment agreement provides that Mr. Duffey will begin his work with the City on Monday, November 3, 2025. Features of the agreement include:
 Base salary of $304,515 annually

CITY COUNCIL AGENDA ITEM NO. H.2
10/28/2025
 Annual performance evaluations, as well as an initial six month performance evaluation
 Paid Time Off and Sick Leave in amounts equivalent to those accrued by Department Directors
 Vacation Leave to accrue at a rate of 192 hours per year (16 hours/month)  Eligibility to participate in the City’s 457 deferred compensation plan  Provisions governing termination with or without cause The proposed agreement has been reviewed by both the City Attorney and outside legal counsel specializing in employment matters.

CITY COUNCIL STRATEGIC INITIATIVE
Not Applicable.

PREVIOUS ACTION
Not Applicable.

DATE OF NOTICE
Not Applicable.

ENVIRONMENTAL DETERMINATION
Not Applicable.

ALTERNATIVE OPTION(S)

1. Continue item with direction for staff to return with additional information.

ATTACHMENT(S)

1. Resolution

2. Proposed Employment Agreement

RESOLUTION NO. 2025-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BRENTWOOD APPROVING AN EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF BRENTWOOD AND G. HAROLD DUFFEY
WHEREAS, on March 27, 2025, former City Manager Timothy Y. Ogden submitted a letter of retirement effective April 26, 2025 to the City Council; and WHEREAS, the City Council thereafter selected Peckham & McKenney to provide executive search services for the City Manager recruitment and directed staff to execute an agreement with the firm; and
WHEREAS, following an extensive search for the City Manager position, more than fifty applications were submitted for consideration; and WHEREAS, the City Council conducted interviews with qualified applicants and caused an extensive background investigation to be completed for the selected finalist; and
WHEREAS, the City Council directed staff to negotiate an employment agreement with G. Harold Duffey to serve as the next City Manager for the City of Brentwood; and
WHEREAS, the salary and benefits for the City Manager are included in the 2025/2026 General Fund Operating Budget.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Brentwood does hereby approve an employment agreement between the City of Brentwood and G. Harold Duffey.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 28th day of October 2025 by the following vote:

1 CITY OF BRENTWOOD

CITY MANAGER EMPLOYMENT AGREEMENT
This Agreement is made and entered into this __th day of October, 2025 by and between the City of Brentwood, a municipal corporation (hereinafter referred to as “City” or “Employer”), and G. Harold Duffey, an individual (hereinafter referred to as “Employee”), (collectively, the “Parties”).

RECITALS
A. Employer desires to retain the services of Employee as the City Manager of the City of Brentwood.

B. The City Council desires to provide certain benefits, establish certain conditions of employment, and establish working conditions tor Employee.

C. Employee desires to serve as City Manager under this Agreement’s terms and conditions.

D. Employee represents that Employee is willing and qualified to provide such services to City.

E. Employee and representatives of the City Council have discussed, and reached agreement on the Employee’s benefits for initial employment during Fiscal Year 2025/2026.

In consideration of this Agreement’s respective mutual covenants and promises and the faithful performance of the terms and conditions set forth below, the Parties agree as follows:

1. DUTIES

1.1 Employer agrees to retain the services of Employee as City Manager to perform the functions and duties specified in Chapter 2.36 of the City Municipal Code and to perform other legally permissible and proper duties and functions as designated by the City Council from time to time.

1.2 Employee may exercise only those powers expressly granted to Employee as City Manager through the City Municipal Code, any Resolution, or any minute action of the City Council.

1.3 Employee will conscientiously, ethically, and loyally perform all of the duties of the City Manager as required by the terms of this Agreement, the City Municipal Code, the California Government Code, and as directed by the City Council.

1.4 Employee will devote Employee’s energy, skill, ability, attention, and productive time to the performance of the City Manager’s duties. Employee understands that this will require Employee to devote Employee’s entire work time to discharge the duties of City Manager.

2 1.5 Employee will not engage, without the express prior written consent of the City Council, in any other business duties or pursuits whatsoever or, directly or indirectly, render any services of a business, commercial, or professional nature to any other person or organization, whether tor compensation or otherwise, that might cause a conflict of interest with the Employer or that might otherwise interfere with the business or operations of the City or the satisfactory performance of Employee’s duties.

2. TERM

2.1 Employee will commence services at 8:00 a.m. Pacific Standard time on November 3, 2025, which will also be deemed the effective date of this Agreement. This Agreement will not be effective unless and until Employee actually reports for duty on November 3, 2025.

2.2 The term of this Agreement will commence on November 3, 2025, and continue in effect until terminated pursuant to Section 8.0 of this Agreement.

3. COMPENSATION

3.1 Employer agrees to compensate Employee for services rendered under this Agreement at an annual salary of three hundred four thousand five hundred fifteen dollars ($304,515), as may be adjusted, from time to time, in accordance with Section 3.2 of this Agreement, or as this Agreement may be amended. Further, Employee shall be compensated a minimum 5% base salary compaction above the highest paid City employee who reports to the Employee. Any upward salary adjustments made based on this provision will be approved by the City Council at a public meeting. Such salary will be paid in installments on the Employer’s normal paydays and in accordance with the Employer’s normal pay practices and will be subject to customary withholding for taxes and other required or authorized deductions.

3.2 Employer and Employee agree to conduct a performance review after the first six months of employment and annually per year thereafter normally in July and salary review concurrently with the initial six month and annual performance evaluation set forth in Section 7.1 of this Agreement. Such annual salary review will include consideration of those benefits to Employee under this Agreement. The City Council may, but is not required to, consider or approve cost of living increases, merit increases, or other compensation enhancement in conjunction with the annual salary review.

3.3 Employer and Employee agree that an affirmative vote of three (3) members of the City Council will be required to effectuate any increase in salary or any compensation enhancement paid to Employee pursuant to this Agreement.

4. BENEFITS

4.1 Except as otherwise provided in this Agreement, Employee will be eligible to participate in Employer benefit programs, including medical, dental, life insurance, and disability plans, including the Longevity Incentive Plan on the same terms as offered to the Non-Sworn Department Directors. Adjustments to the eligible benefits provided to the Department Directors will also be afforded to Employee.

3 4.2 Employee will be eligible to participate in the CalPERS pension programs in accordance with the Public Employees’ Retirement Law and the Public Employees’ Pension Reform Act. Employee will be placed in the applicable tier in accordance with CalPERS eligibility rules and will be responsible for making the employee contribution as determined by CalPERS.

4.3 Employee may participate in Employer’s deferred compensation plan according to the terms and conditions of the applicable plan documents, except that Employee will not be eligible to receive any Employer contribution to the deferred compensation plan.

4.4 Employee will be entitled to a total of fifteen (15) holidays to the same extent as the Department Directors, including two (2) floating holidays.

4.5 Employee will accrue and may use paid sick leave hours to the same extent as the Department Directors. Employee will not be eligible to cash out sick leave upon separation from employment except as provided under the terms of Council/Administrative Policy No. 20-12 as that Policy may be amended from time to time.

4.6 Employee’s tenure and long career in public service has been considered to determine the accrual rate for vacation leave. As a result, Employee’s vacation accrual rate will be based on an annual accrual rate of one hundred ninety-two hours (192) hours for the first five years of employment. Employee will not accrue hours in excess of 18 times the Employee’s monthly vacation accrual rate. Employee will be permitted to participate in the vacation buyback program available to the Department Directors, except that Employee may not buy-back more than 80 hours of vacation per year. Employee will provide notice of the use of any vacation leave to the City Council in advance. Employee will be paid for any unused accrued vacation hours upon termination of employment for whatever reason.

4.7 Employee will be entitled to accrue up to a maximum eighty hours (80) of Paid Time Off (PTO) per fiscal year. This PTO is provided with the understanding that the Employee will be required to perform duties based on an irregular schedule. These hours shall have no cash value, shall not be eligible for payment upon termination of employment, and shall not be transferable from one year to the next. Employee is eligible for the full hours, based on classification, of paid time off regardless of the duration of Employee’s employment. The time will be placed on Employee’s books effective every July 1.

4.8 Employee will be entitled to accrue up to a maximum ninety-six (96) hours of sick leave per fiscal year. This sick leave will have no cash value except as provided under the terms of Council/Administrative Policy No. 20-12, as that Policy may be amended from time to time.

4.9 Employee will be entitled to bereavement leave for applicable relationships in accordance with California law.

4.10 City shall provide medical coverage for Employee consistent with coverage provided for the Non-Sworn Department Directors. The maximum monthly medical premium paid by the City for Employee’s medical coverage shall be as follows:

Employee only: 100% of the premium, regardless of plan.

4 Employee plus 1 dependent: an amount equal to the Region 1 Kaiser Employee + one dependent rate.

Employee plus 2 or more dependents: an amount equal to 85% of the Region 1 Kaiser Family rate.

The maximum monthly medical premium described above includes the Public Employees’ Medical and Hospital Care Act (“PEMHCA”) minimum monthly contribution.

Premiums in excess of the above City contribution, if any, will be deducted from Employee’s paycheck on a pre-tax basis. City pays premium for full family coverage for the Delta Dental plan and family coverage for VSP vision plan.

4.11 City pays Life and A&D Insurance through City selected provided up one hundred fifty thousand dollars ($150,000) for Basic Life and one hundred fifty thousand dollars ($150,000) for Accidental Death and Dismemberment. City pays premium for Long Term Disability through a City selected provider with wage replacement subject to Disability Plan provisions.

5. EXPENSE REIMBURSEMENT

5.1 Employer recognizes that Employee may incur certain expenses of a businessrelated nature. Unless stated otherwise in this Agreement, Employer agrees to reimburse or to pay such business-related expenses, including non-commuting travel if no city vehicle is available to be used, which are incurred and submitted according to the Employer’s normal expense reimbursement procedures or such other procedure as may be designated by the City Council. To be eligible for reimbursement, all expenses must be supported by documentation meeting the Employer’s normal requirements, submitted within time limits established by Employer and approved by the Mayor or designee.

5.2 Cellular Telephone: Employer agrees to provide Employee with a City-owned cellular telephone to be used for business purposes. Employee will not use the cellular phone for personal reasons, except that incidental personal use of the cellular phone is allowed.

5.3 Relocation Assistance: Employer agrees to pay up to five thousand dollars ($5,000) for Employee’s relocation costs associated with moving within the boundaries of the East Contra Costa Fire Protection District (as those boundaries existed on September 23, 2014), including packing and moving expenses. Employee shall submit invoices and/or receipts to Employer for reimbursement. Employee will be required to reimburse Employer for any relocation assistance paid by the Employer if Employee leaves employment within ninety (90) days of the effective date of this Agreement.

5.4 City Vehicle: Employee shall have use of a City vehicle for City-related purposes during working hours.

6. PROFESSIONAL ORGANIZATIONS

6.1 Employer agrees to budget and pay professional dues and subscriptions on behalf of Employee which are reasonably necessary for Employee’s continued participation in national,

5 regional, state or local associations, .and organizations necessary and desirable for Employee’s continued professional participation, growth and advancement or for the good of the Employer, including the International City Management Association, California City Manager Foundation, and League of California Cities.

6.2 Employer agrees to budget and pay the travel and subsistence expenses of Employee for official travel, meetings and occasions reasonably adequate to continue the professional development of Employee, including but not limited to, the annual conference of the International City Management Association, California City Manager Foundation, and the League of California Cities. Employee will be responsible for complying with the Employer’s travel and expense reimbursement policies, including providing copies of all receipts, and will not receive more than the maximum reimbursements provided under those policies.

7. PERFORMANCE EVALUATION

7.1 Employer and Employee acknowledge that periodic performance evaluations are an important means by which Employer and Employee may ensure effective communications regarding expectations and performance. Toward this end, the City Council will review and discuss Employee’s performance and set performance goals for Employee on an annual basis in or around July of each year commencing in 2026. Employee acknowledges and accepts the fact that the City Council has the right to schedule an evaluation session more frequently than once a year.

7.2 Employee will request and schedule the annual performance evaluation as appropriate under City Council agenda procedures or as otherwise directed by the City Council.

7.3 Upon the request of either Employer or Employee, City shall procure and cover the costs of a professional facilitator of the annual performance evaluation process.

8. TERMINATION OF EMPLOYMENT
Notwithstanding anything in this Agreement to the contrary, the term of this Agreement may be terminated as follows:

8.1 Voluntary Resignation. Employee may resign at any time and agrees to give Employer at least thirty (30) days advance notice of the effective date of Employee’s resignation, unless the Parties otherwise agree in writing. During the thirty (30) day period subsequent to said written notice of resignation, Employee shall continue to discharge his duties as City Manager to the best of his ability, unless the City Council opts, in its sole discretion, to place Employee on paid leave during all or any portion of said thirty (30) day period. Employee will be entitled to the compensation and benefits accrued up to Employee’s date of separation from employment.

8.2 Pursuant to City Municipal Code section 2.36.030, Employee will not be terminated from Employment either: (1) during the ninety (90) day period succeeding any general municipal election held in the City at which a member of the City Council is elected; or (2) during the ninety (90) day period succeeding the appointment of any member to the City Council. Nothing in this provision prohibits the placement of the City Manager on paid administrative leave during any period during which termination is prohibited under the City Municipal Code.

6 8.3 Termination Without Cause. Employee is an at-will employee serving at the pleasure of the City Council and the City Council may remove Employee at any time without cause by a 4/5ths vote of its members in accordance with City Municipal Code section 2.36.030, unless otherwise provided by law. If the City Council makes an initial determination to remove the Employee in a Closed Session noticed under the Brown Act as Employee Performance Evaluation, the Employee shall be furnished with a written notice stating the City Council’s intention to remove him at least ten (10) days before the effective date of his removal and will conduct a subsequent Closed Session for a final determination. After 12 months of service with the City and upon termination of employment, Employee will be entitled to the compensation and benefits accrued up to Employee’s date of separation from employment, and will receive six (6) months of severance pay and up to six (6) months city paid COBRA benefits for Employee and his dependents, consistent with California Government Code section 53260(a), provided Employee executes a release of all claims that is acceptable to the City..

8.4 Termination for Good Cause. Employee is an at-will employee serving at the pleasure of the City Council and the City Council may remove Employee at any time for Good Cause by a 4/5ths vote of its members in accordance with City Municipal Code section 2.36.030, unless otherwise provided by law. Severance pay will not apply unless otherwise mutually agreed upon. In no event will any severance be due under this Agreement if the City determines that the Employee engaged in fraud, misappropriation of funds or any other illegal fiscal practice during the course and scope of employment with the City. If the City Council makes an initial determination to remove the Employee in a Closed Session noticed under the Brown Act as Employee Performance Evaluation, the Employee shall be furnished with a written notice stating the City Council’s intention to remove him at least ten (10) days before the effective date of his removal and will conduct a subsequent Closed Session for a final determination. For purposes of this Agreement, Good Cause for termination shall mean only the following:
a) Employee’s death, mental incapacity or inability to perform his duties hereunder due to physical or mental disability, for a period of sixty (60) days, as determined by a mutually agreed upon medical doctor;
b) Conviction of, or plea of guilty or nolo contendre to, any crime or offense (other than minor traffic violations or similar offenses) which is likely to have a material adverse impact on the City or Employee’s reputation;
c) Proven failure of the Employee to observe or perform any of his duties and obligations, if that failure continues for a period of thirty business days from the date of his receipt of notice from the Employer specifying the acts or omissions deemed to amount to that failure;
d) If the Employee engages in fraud, misappropriation of funds or other illegal fiscal practice in the course and scope of employment with the City; e) In accordance with City Municipal Code section 2.36.020, and no later than one year from the reporting date contained in Section 2.1, Employee agrees to reside within the boundaries of the East Contra Costa Fire Protection District, as those boundaries existed on September 23, 2014. In the event that Employee is unable to obtain residency

7 within the boundaries of the District within this one year time limit, the City Council may, upon a showing of the Employee’s good faith efforts to satisfy this requirement, extend the period of time to satisfy this residency requirement. Failure to demonstrate good faith or to satisfy the terms of this provision will constitute grounds to terminate Employee.

8.5 Regardless of the reason for voluntary resignation or termination, the Employer and Employee agree that no member of the City Council, Department Director, or Employee, shall make any written, oral or electronic statement to any member of the public, the press, or any city employee concerning the Employee’s termination except in the form of a joint press release or statement, the content of which is mutually agreeable to the Employer and Employee.

9. MISCELLANEOUS

9.1 Indemnification: Employer will defend, hold harmless and indemnify Employee against any tort, professional liability claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged negligent act or omission occurring in the performance of Employee’s duties in accordance with the provisions of California Government Code section 810, et seq. In its sole discretion, Employer may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered therefrom.

Pursuant to Government Code section 53243, et seq., if Employee is convicted of a crime involving an abuse of his office or position, all of the following will apply upon final conviction:
(1) if Employee is provided with administrative leave pay pending an investigation, Employee will be required to fully reimburse such amounts paid; (2) if the City, in its discretion, pays for the criminal legal defense of Employee, Employee will be required to fully reimburse such amounts paid; and (3) if Employee is provided with any severance pay and/or settlement pay, Employee will be required to reimburse such pay. For purposes of this Section, “abuse of office or position” will be as defined under California Government Code section 53243.4.

9.2 Bond: Employee will furnish a corporate security bond in the amount of one hundred thousand dollars ($100,000.00) from a qualified surety for the faithful performance of the duties imposed on Employee as City Manager. The premium for such bond will be paid for by Employer.

9.3 Notices: Any notices to be given hereunder by either party to the other will be in writing and be transmitted by personal delivery or by mail, postage prepaid, addressed as follows:

To Employer: To Employee:

City Clerk G. Harold Duffey
City of Brentwood Address on File with City Clerk
150 City Park Way
Brentwood, CA 94513
Notices delivered personally will be deemed communicated as of the date of actual receipt.

Notices delivered by mail will be deemed communicated as of the date of postmark.

8 9.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties and contains all agreements between them with respect to the subject matter thereof. It also supersedes any and all other agreement or contracts, either oral or written, between the parties with respect to the subject matter hereof.

9.5 Amendments: Except as otherwise specifically provided, the terms and conditions of this Agreement may be amended at any time by mutual written agreement of the Parties.

9.6 Binding Effect: This Agreement will be binding on the Employer and the Employee as well as their heirs, assigns, executors, personal representatives and successors in interest.

9.7 Severability: The invalidity or unenforceability of any provision of this Agreement will not affect its other provisions, and other provisions of this Agreement will be construed in all responses as if such invalid or unenforceable provision(s) had been omitted.

9.8 Governing Law: This Agreement will be governed and enforced according to the laws of the State of California.

9.9 Attorneys’ Fees and Costs: Each party will bear its/his own costs including attorneys’ fees in connection with the negotiation and execution of this Agreement. If either party commences any legal proceeding against the other party with respect to any of the terms and conditions of this Agreement, the non-prevailing party will pay the prevailing party all expenses of those proceedings, and any appeal thereof, including reasonable attorneys’ fees, and all attorneys’ fees, costs and expenses incurred in collecting or executing on any judgment, order or award.

9.10 Necessary Acts: The Parties agree to perform any further acts and execute and deliver any further documents, which may be reasonably necessary to carry out the provisions of this Agreement.

9.11 Failure to Act: No failure to exercise and no delay in exercising any right, remedy or power set forth in this Agreement will operate as a waiver to the exercise of that right, remedy or power in the future.

9.12 Ambiguities and Uncertainties: This Agreement and any ambiguities or uncertainties herein, or the documents referenced herein, will be equally and fairly interpreted and construed without reference to the identity of the party preparing this document or the documents referred to herein, on the express understanding and agreement that the Parties participated equally in the negotiation and preparation of this Agreement and the documents referred to herein, or have had equal opportunity to do so. Accordingly, the Parties hereby waive the benefit of California Civil Code section 1654 and any successive or amended statement providing that in cases of uncertainty, language or a contract should be interpreted most strongly against the party who caused the uncertainty to exist.

9.13 Execution: Employer and Employee may execute separate copies of this Agreement, but those separate copies will constitute one agreement and each signed copy will be fully effective as if it were a single original document. A facsimile or Adobe portable document format (“pdf”) copy of this Agreement will be as effective as an original.

9 9.14 Employee’s Independent Review: Employee agrees and acknowledges Employee has had an opportunity to consult legal counsel in regard to this Agreement, that Employee has read and understands this Agreement, that Employee is fully aware of its legal effect, and that Employee has entered into it freely and voluntarily and based on Employee’s own judgment and not on any representation or promises other than those contained in this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the date and year first above written.

CITY OF BRENTWOOD: EMPLOYEE:

Susannah Meyer, Mayor G. Harold Duffey
Pa’tanisha Pierson, Vice-Mayor
Faye Maloney, Council Member
Jovita Mendoza, Council Member
Tony Oerlemans, Council Member
Approved as to Form:

Katherine Wisinski, City Attorney