Clayton City Council
August 19, 2025

Agenda Item 8.f

STAFF REPORT
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: Kris Lofthus, City Manager
DATE: August 19, 2025
SUBJECT: Adopt Resolutions Approving the Reclassification of the Assistant City Manager/Administrative Services Director to Administrative Services Director, amend the Management Memorandum of Understanding (MOU), and amend Clayton’s Salary Schedule Effective August 19, 2025, in Conformance with CalPERS Requirements to Provide a Publicly Available Salary Schedule

RECOMMENDATION
Staff recommends that the City Council adopt three Resolutions for:

1. Approving the reclassification of the Assistant City Manager/Administrative Services Director to Administrative Services Director

2. Approving an amendment to the Memorandum of Understanding for the Management Employees Bargaining Unit.

3. Adopting the City of Clayton’s Salary Schedule Effective August 19, 2025, in Conformance with CalPERS requirements to provide a publicly available salary schedule.
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BACKGROUND
At the May 21, 2024, City Council meeting, the Acting City Manager proposed the need to create an Assistant City Manager/Administrative Services Director position. The council approved the recommendation, and the position was subsequently filled. During the recent vacancy at the position, staff determined that there is no operational need for the Assistant City Manager position, but there is a need for an Administrative Services Director to lead the areas of budget, finance, human resources, and information technology.

DISCUSSION
Reclassifying the position from Assistant City Manager to Administrative Services Director is a strategic organizational decision aimed at aligning leadership structure with the city’s evolving operational and administrative priorities. The Assistant City Manager role is historically broad in scope, responsible for overseeing multiple departments and supporting high-level administrative and policy initiatives across the organization. While this generalist approach provides flexibility, it does not offer the level of direct oversight and technical expertise needed for specific, high-impact service areas. As the City of Clayton faces increasing demands related to housing, economic growth, infrastructure, and regulatory compliance, the need for specialized leadership becomes more pronounced. By reclassifying this role to an Administrative Services Director, the city is positioning itself to provide more focused, hands-on management of critical functions in the areas of budget, finance, human resources, and information technology.

This change will result in significant improvements in operational efficiency and customer service, especially for residents, developers, and business owners who interact frequently with the city. A director with deep subject-matter knowledge can streamline processes, implement relevant operation standards, and better coordinate efforts across departments, ensuring goals are accomplished in a timely and consistent manner. The reclassification also promotes accountability by placing responsibility for performance and outcomes squarely within a single department, rather than dispersing it among broader executive leadership. From an organizational perspective, this realignment supports broader restructuring efforts. This action also represents a more cost-effective staffing approach, particularly due to the director-level salary is lower than that of an ACM.

By reclassifying this position, the City is acknowledging the current scope and responsibilities of the role. This change also improves internal clarity, both in terms of reporting structure and accountability, and helps streamline decision-making by clearly defining the operational areas under the Director’s leadership.

Approval of this operational structure will also eliminate the Assistant City Manager/Administrative Services Director from the Management MOU and replace it with an Administrative Services Director. The updated positions within the Management MOU 193

would be:
o Administrative Services Director
o Public Works Director / City Engineer
o City Clerk / Assistant to the City Manager
o Senior Planner
o Management Analyst
o Accountant
This action will also cause a need for an amendment to the currently adopted salary schedule.

When amendments are made to the salary schedule, the City Council must adopt those amendments by resolution to keep aligning with requirements set by the California Public Employees’ Retirement System (CalPERS), the City must ensure that employee compensation data, including base salaries and any forms of special compensation, is formally recognized and publicly accessible. This is a critical step in ensuring that earnable income is accurately reported and used in the calculation of retirement benefits. Through this reclassification process, staff discovered inconsistencies with prior salary schedules that need to be addressed. The corrections are as follows;
• The Administrative Clerk was amended to match the Police Administrative Clerk position.

The top of the range should have been corrected from $66,864.44 to $66,342.71, a change of $521.73 per year.
• The salary schedule for Maintenance Worker II adopted on July 15, 2025, top of the range was listed at $69,378.11 and should be $76,501.69. This was a formula error in the spreadsheet which duplicated the salary for Maintenance Worker I The employees in these classifications are being compensated at the correct rate, but the adopted salary schedule was incorrect.

To this end, the City of Clayton’s Salary Schedule must be formally adopted by the City Council during a publicly noticed meeting. In addition to the adoption of the salary schedule itself, all relevant documentation, including individual pay rates and special compensation details, must be made available to the public to satisfy transparency and compliance obligations under CalPERS regulations.

FISCAL IMPACT
There is a positive fiscal impact by this action; anticipated salary savings of $40,000 in 2025/26 budget and estimated savings of $65,000 in out years.

CEQA IMPACT
Adopting these resolutions is an administrative action that is exempt from CEQA.

ATTACHMENTS
Attachment A - Resolution Amending the Assistant City Manager/Administrative Services 194

Director Job Description to Administrative Services Director Attachment B - Resolution Amending the Management Memorandum of Understanding Attachment C - Resolution Clayton Salary Schedule
Attachment D - Management Employees Bargaining Unit Memorandum of Understanding Attachment E - City of Clayton’s Salary Schedule Effective August 19, 2025 Attachment F - Admin_Svcs_Director_Job_Description
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RESOLUTION NO. 29-2025

AMENDING THE POSITION ASSISTANT CITY MANAGER / ADMINISTRATIVE

SERVICES DIRECTOR TO ADMINISTRATIVE SERVICES DIRECTOR

THE CITY COUNCIL
City of Clayton, California
WHEREAS, The City Council of the City of Clayton ("City") desires to amend the classification of Assistant City Manager / Administrative Services Director to Administrative Services Director; and
WHEREAS, staff has determined that this position is best aligned with the management employee group and exempt from overtime under the Federal Labor Standards Act; and WHEREAS, the amendment to this position will result in significant improvements in operational efficiency and customer service; and
WHEREAS, The reclassification also promotes accountability by placing responsibility for performance and outcomes squarely within a single department; and WHEREAS, reclassifying this role to an Administrative Services Director, the city is positioning itself to provide more focused, hands-on management of critical functions in the areas of budget, finance, human resources, and information technology NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Clayton hereby amend the classification of Assistant City Manager / Administrative Services Director to Administrative Services Director
PASSED, APPROVED AND ADOPTED by the City Council of the City of Clayton at a regular meeting held on the 19th day of August 2025 by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Kim Trupiano
Mayor, City of Clayton ATTEST:
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Skyler Aitken
Acting City Clerk
197
1 RESOLUTION NO. 30-2025

A RESOLUTION AMENDING THE CITY OF CLAYTON MANAGEMENT MEMORANDUM OF

UNDERSTANDING EMPLOYMENT AGREEMENT TO REMOVE CITY

MANAGER/ADMINISTRATIVE SERVICES DIRECTOR AND REPLACE WITH

ADMINISTRATIVE SERVICES DIRECTOR

THE CITY COUNCIL
City of Clayton, California
WHEREAS, on July 15, 2025, the City Council approved the Management Memorandum of Understanding employment agreement; and
WHEREAS, The Assistant City Manager role is historically broad in scope, responsible for overseeing multiple departments; and
WHEREAS, it has been determined that there is no operational need for the Assistant City Manager position ; and
WHEREAS, it has been determined that there in an operational need for an Administrative Services Director to lead the areas of budget, finance, human resources, and information technology; and
WHEREAS, reclassifying the position from Assistant City Manager to Development Services Director is a strategic organizational decision aimed at aligning leadership structure with the city’s evolving operational and administrative priorities NOW, THEREFORE, BE IT RESOLVED the City Council of Clayton, California does hereby adopt the salary schedule effective August 15, 2025, for FY 2025 - 26 as shown in Attachment D.

PASSED, APPROVED AND ADOPTED by the City Council of Clayton, California during a public meeting thereof held on August 15, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Kim Trupiano
Mayor, City of Clayton ATTEST:

Skyler Aitken
Acting City Clerk
198
1 RESOLUTION NO. 31-2025

A RESOLUTION AMENDING THE CITY OF CLAYTON SALARY SCHEDULE FOR FISCAL YEAR 2025 - 26 IN CONFORMANCE WITH CALPERS REQUIREMENT TO PROVIDE A

PUBLICALLY AVAILABLE PAY SALARY SCHEDULE

THE CITY COUNCIL
City of Clayton, California
WHEREAS, on July 15, 2025, the City Council did receive a presentation on the proposed budgets for operation of the City of Clayton in Fiscal Years 2025 – 26 and 2026 - 27 commencing July 1, 2025; and
WHEREAS, in an action on June 17, 2025, the City Council approved a Memorandum of Understanding for the Miscellaneous Employees bargaining unit effective July 1, 2025, through June 30, 2027; and
WHEREAS, in a separate action on July 15, 2025, the City Council approved a Memorandum of Understanding for the Management Employees bargaining unit effective July 1, 2025, through June 30, 2027; and
WHEREAS, In a separate action this evening the City Council approved amending the position of Assistant City Manager / Administrative Services Director to the classification of Administrative Services Director with a salary amendment; and WHEREAS, the California Public Employees Retirement System (CalPERS) regulations require member agencies formally adopt a publicly available pay schedule under Government Code section 20636(b)(1) and California Code of Regulations (CCR) Section 570.5; and
WHEREAS, the information contained in the salary schedule effective as of July 15, 2025, for FY 2025 - 26 reflects approved employee contracts memoranda of understanding with the City’s Miscellaneous labor group, the City’s Management labor group, and various City resolutions governing compensation; and
WHEREAS, CalPERS regulations require all this information be included in one document.

NOW, THEREFORE, BE IT RESOLVED the City Council of Clayton, California does hereby adopt the salary schedule effective August 15, 2025, for FY 2025 - 26 as shown in Attachment D.

PASSED, APPROVED AND ADOPTED by the City Council of Clayton, California during a public meeting thereof held on August 15, 2025, by the following vote:

AYES:

NOES:
199
2 ABSENT:

ABSTAIN:

Kim Trupiano
Mayor, City of Clayton ATTEST:

Skyler Aitken
Acting City Clerk
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TERMS AND CONDITIONS OF EMPLOYMENT FOR THE

MANAGEMENT CITY EMPLOYEES UNIT EFFECTIVE
July 1, 2025 through June 30, 2027
ARTICLE 1: PREAMBLE
This agreement, pursuant to the State of California Government Code Section 3500 et seq., entered into by the City of Clayton, hereinafter referred to as "City", and its Undesignated Miscellaneous City Employees, hereinafter referred to as "Unit", is hereby effective July 1, 2025 through June 30, 2027.

It is the intent and purpose of this document to set forth the understanding and agreement of the parties reached as a result of meeting and consulting in good faith regarding, but not limited to, matters relating to wages, hours, and terms and conditions of employees represented by the Unit. Any and all other employment matters not contained in this document are applicable as found in the City's "Personnel Systems and Guidelines" dated March 1993.

ARTICLE 2: GROUP DESCRIPTION
The following job classifications are members of this Unit for purposes of the agreements in this document:

Job Classifications
Administrative Services Director
City Clerk / Assistant to the City Manager
Public Works Director/City Engineer
Management Analyst
Accountant
Senior Planner
All classifications are considered "at-will". The City Manager may terminate employment at any time. Because these positions work at the will of the City Manager, they do not serve a probationary period. This paragraph is declaratory of existing rights and status, as has been previously memorialized in the City's Handbook.
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ARTICLE 3: PERSONNEL FILES
The City's secure personnel files, maintained in the city offices, are not subject to public inspection. Any employee has the right to inspect their own personnel file. An employee has the right, in accordance with law, to respond in writing to anything contained or placed in their own personnel file and any such response(s) shall become part of their personnel file.

ARTICLE 4: WORK HOURS AND PAYROLL CYCLE
The work period (hours) for classification and corresponding compensation in this Unit will be 40 work hours in a 7-day work period (which runs from 12:00 a.m. Monday through 12:00 midnight Sunday), paid bi-weekly every 14 days.

Any employee in this Unit scheduled to regularly work less hours than the defined work period shall receive a corresponding pro-rated portion of the monthly compensation and employee benefits outlined in Articles 5, 6, and 8 below to the extent permitted by the applicable plan.

The pay period for all employees shall be bi-weekly. The pay period is two consecutive 7- day work periods beginning 12:00 a.m. Monday through 12:00 midnight the second Sunday thereafter. There are twenty-six (26) pay periods in a fiscal year from July 1 through June 30.

Time sheets are due to Payroll at the start of the day work shift the Monday following close of the pay period Sunday. City pay checks are available and distributed on the Friday after the close of a pay period.

NOTE: From time to time, Payroll deadlines for submittal of time sheets and actual pay day may be altered due to designated City holidays. Payroll will notify all employees in advance when these circumstances arise. The time sheet deadline may be adjusted as needed to meet City payroll deadlines. Employees required to estimate hours worked due to an early time sheet deadline shall do so based on an employee's normally assigned work schedule.

ARTICLE 5: COMPENSATION
Section 5.1 Wages
A. Effective 01 July 2025, the monthly base salary ranges for the following job classifications in this unit shall be increased by four percent (4%); i. Assistant City Manager/Administrative Services Director ii. City Clerk/Assistant to the City Manager
iii. Accountant
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B. Effective 01 July 2026, the monthly base salary for the following job classifications in this unit shall be increased by three percent (3%); i. Administrative Services Director
ii. City Clerk/Assistant to the City Manager
iii. Public Works Director/City Engineer
iv. Management Analyst
v. Senior Planner
vi. Accountant

5.2 Salary Schedule Advancement
Employees who have not yet reached Step E for their respective classifications may be eligible for a merit increase step increase once yearly on their annual salary anniversary dates. Eligibility is contingent on above satisfactory evaluation, and such merit step increase must be approved in writing by the City Manager. In no event shall a merit step increase be earned or granted beyond Step E or the expiration date of this agreement.

5.3 Certification Pay
The City has the sole and exclusive right to determine and designate which Employees, and how many Employees, are eligible to receive Notary Pay of $50.00 per month.

Designated Employees will be required to successful complete any and all training courses and pass any associated testing.

5.4 Deferred Compensation
Employer maintains a deferred compensation plan pursuant to Internal Revenue Code Section 457 ("the Plan"). Employer shall provide a monthly contribution of $100, paid directly into the Plan on Employee's behalf. In addition, Employee shall match at a minimum the employer’s contribution from their own wages to the Plan, subject to limitations and restrictions imposed by the Plan and applicable law.

5.5 Longevity Pay
Employees listed in this agreement who have achieved the following years of service shall receive the Longevity Pay Incentive applied to base pay as shown. Years of service only pertain to City of Clayton service time. Percentages are not cumulative. 203
• Five Years 2%
• Ten Years 3%
• Twenty Years 5%
ARTICLE 6: MEDICAL, DENTAL, AND LIFE/ACCIDENTAL DEATH DISMEMBERMENT

INSURANCE
Section 6.1 City contribution to Medical and Dental Insurance Premiums The maximum monthly City premium contribution for medical and/or dental insurance coverage for regular, full-time members of this Unit shall be paid by the City in accord with the following employee subscription enrollment schedule:

The City's maximum premium contribution to employee-enrolled medical and dental insurance coverage shall be as follows:

1. Medical Insurance (thru CalPERS' Public Employees' Medical and Hospital Care Act). The City's maximum monthly co-pay contribution specified below is benchmarked to the least costly medical insurance program offered between Blue Shield Net Value HMO or Kaiser Permanente plans. Should a member of this Unit elect to enroll in CalPERS medical insurance plan with a corresponding monthly premium higher than the least costly premium between the two medical plans listed above, the employee is responsible for 100% of the added premium cost above the least costly plan's premium for each of the enrollment options noted below:

A. Employee Only enrollment: City Pays 100% of the selected Plan premium.

B. Employee + 1 Dependent enrollment: City pays 100% of the selected Plan premium for the Employee Only and 50% of additional premium expense for the one (1) Dependent.

C. Employee + Family enrollment: City pays 100% of the selected Plan premium for the Employee Only and 59.375% additional premium expense for the Family.

2. Dental Insurance (thru the Municipal Pooling Authority's Delta Dental Health Care Employees/Employers Dental Trust)
A. Employee Only enrollment: City pays 100% of the Plan premium. 204
B. Employee + 1 Dependent enrollment: City pays 100% of the Plan premium for the Employee Only and 46.8% of additional premium expense for the one (1) Dependent.

C. Employee + Family enrollment: City pays 100% of the Plan premium for the Employee Only and 60.94% of additional premium expense for the Family.

Proration of the above City premium contributions for permanent part-time eligible employees shall be calculated and applied based on said employee's percentage of regularly-scheduled work hours as to regularly-scheduled forty (40) hours work week, (e.g., an employee scheduled to work 24 hours per week received sixty (60) percent of the City's premium contributions).

Section 6.2 Medical In-Lieu
Upon proof to the City Manager of medical coverage from another source, employees may elect to receive $400.00 per month in lieu of the City’s contribution to the employee’s medical plan. An eligible employee will be paid on a pro rata basis.

Section 6.3 Life/Accidental Death/Dismemberment Insurance The City will contract and pay the full premium to enroll each department full-time and parttime employee in a $50,000 face amount life insurance policy and a $50,000 Accidental Death and Dismemberment Insurance coverage.

Section 6.3 Short Term and Long-Term Disability Insurance The City shall continue to provide and pay for short term (STD) and long-term disability (LTD) insurance(s) at the benefit level in place in June 2025 on behalf of each employee of this unit for the purpose of providing contracted levels of continued compensation in the event of an off-duty illness or injury.

ARTICLE 7: EMPLOYEE RETIREMENT PENSION SYSTEM
The City is a member of the California Public Employees' Retirement System, hereinafter referred to as "CalPERS". All regular full-time and regular part-time employees of this Unit are required by contract and corresponding law to be participating members of this retirement system.

Section 7.1 Tier I "Classic" Existing Employees as of June 30, 2010 By contract, the City and its eligible employees of this Unit are members of the 2% at age 55 Miscellaneous Employees CalPERS retirement system. The City shall pay the entire required 205
Employer CalPERS rate and share for this Miscellaneous Retirement System and all increase in rate thereof during the term of this Agreement, including any costs of administration. In addition, the City shall pay 100% of the current 7% Employee CalPERS fixed rate and share for member of this Miscellaneous Retirement System.

Section 7.2 Tier II Retirement System for "Classic" Employees By contract, all regular full-time and regular part-time employees of this Unit hired on or after July 1, 2010 are required to be participating members in the California Public Employees' Retirement System ("CalPERS"). In addition, any new City employees hired after that date but deemed "Classic" CalPERS members due to enrollment and active participation in a CalPERS pension system through another CalPERS public agency, as defined by state law, shall become members of the City's Tier II CalPERS plan. The City shall contract with CalPERS and enroll eligible employees in this hiring category in the CalPERS "2% at age 60" Miscellaneous Retirement System.

The City shall pay the entire required Employer CalPERS rate for this "2% at age 60" retirement system and all increases in the rate thereof, and the employee shall pay 100% of the entire required Employee CalPERS fixed rate. For purpose of calculating eligible retirement pension, the 2% at 60 Plan shall be the average of the highest 3 years of eligible compensation paid to the employee.

Section 7.3 Tier Ill Retirement System for New Members of this Unit By contract, all regular full-time and regular part-time employees of this Unit hired on or after January 1, 2013, that are CalPERS "new" members as defined by statue shall become members of the City's Tier Ill CalPERS plan. The City shall contract with CalPERS and enroll eligible employees in this hiring category in the CalPERS "2% at age 62" Miscellaneous Retirement System.

The City and employee enrolled in this CalPERS plan shall each pay fifty percent (50%) of the "normal cost rate", as defined in the Public Employees' Pension Reform Act (PEPRA), and as calculated by CalPERS. The "normal cost rate" is subject to annual change as ordered by CalPERS.

ARTICLE 8: HOLIDAYS AND LEAVES
Section 8.1 Eligibility for Paid Leave
Permanent employees of this Unit regularly scheduled to work less than an average eighty (80) hour bi-weekly pay period will earn each paid leaves at a rate proportionate to their number of bi-weekly regularly scheduled work hours.
206
Section 8.2 Holiday Leave
Permanent regular employees of this Unit shall receive the following eleven (12) 8-hour days of paid holiday leave each calendar year:

New Year's Day January 1
Martin Luther King Jr. Day Third Monday in January
Presidents' Day Third Monday in February
Memorial Day Last Monday in May
Labor Day First Monday in September
Juneteenth June 19
Independence Day July 4
Veterans' Day November 11
Thanksgiving Day Fourth Thursday in November
Friday after Thanksgiving Day After Thanksgiving
December 24
December 25
Holidays falling on non-workdays will be observed on the nearest regular workday. Nonexempt employees must be in a paid status the day before or day following a paid holiday (or be on a pre-approved paid leave) in order to earn the paid holiday.

Staff shall receive eight (8) hours of paid leave on the above-mentioned holidays. Those staff working alternative work schedules may choose to utilize approved leave banks such as vacation, personal, or administrative leave, to cover the additional normal hours worked on that given day or work additional hours during that same week to equal the amount of leave that would otherwise be utilized. For example, if an employee works 4- 10 schedule, they would receive 8 hours of holiday pay on the above-mentioned holidays and could utilize 2 hours of leave on that day to make up the difference or work 2 additional hours that same week, either option will be allowed.

Section 8.3 Personal or "Floating" Leave
In addition to the holidays listed under Section 8.2, all members of this Unit shall receive twenty-four (24) hours of paid Personal Leave in each fiscal year. Said leave hours will be credited on July 1st of each year and shall be taken at the employees' discretion, with the advance consent of their supervisor. If one's Personal Leave hours are not used or exhausted by the end of the fiscal year (June 30th), the remaining hours are forfeited. 207
Permanent regular employees working less than a 40-hour work week shall receive paid Personal Leave hours on a pro-rata basis based on their number of regularly scheduled work hours per week. Unused Personal Leave is not compensable on separation of employment.

Section 8.4 Vacation Leave
A. Permanent regular employees of this Unit shall be entitled to earn annual paid vacation leave with pay. Vacation leave credit for a 40-hour work week employee shall be accrued on the following basis:

Month 1 through Month 24: 6.67 hours per month
Month 25 through Month 48: 8.00 hours per month
Month 49 through Month 96: 10.00 hours per month
Month 97 through Month 180: 13.33 hours per month
Month 181 and thereafter: 16.67 hours per month
B. Vacation leave credit for permanent regular employees working less than a 40-hour week shall be credited as in Section "A" above on a pro-rata basis based upon the number of hours regularly scheduled to work per week.

C. Vacation leave may be used as earned, subject to the advance approval of one's department manager, based on staffing requirements.

D. Vacation leave may only be used in increments of one-quarter (0.25) hour or more.

E. Vacation leave may be accrued to a maximum number of hour's equivalent to twentyfour (24) times one's current monthly accrual rate.

F. Upon leaving City employment, the employee will be paid for all accrued, unused vacation leave.

G. An employee may elect once per fiscal year to convert accrued vacation leave hours into accrued sick hours before the end of the fiscal year at a conversion rate of one (1) hour of accrued vacation into one-half (0.50) hour of sick leave, provided the employee's accrued vacation leave balance exceeds their annual vacation accrual specified in sub-section "A" above at the time of conversion.

H. An employee may elect to convert 40 hours of accrued vacation leave per calendar year in accordance with the "Leave Sell-Back" Administrative Policy. Election for participation in the program shall occur no later than 60 days prior to the start of the new calendar year. The cash-out period shall generally occur 12 months after the 208
election. At the time of cash out, the employees' vacation leave balance may not fall below 40 hours after participation in this program.

I. The City Manager may assign FLSA Exempt classification an accrual rate commensurate with their experience, not to exceed the maximum accrual rate above.

Section 8.5 Sick Leave
A. Paid sick leave is earned at the rate of eight (8) hours for each month worked.

Permanent regular employees working less than a 40-hour work week shall earn paid sick leave hours on a pro-rata basis based on their number of hours regularly scheduled to work per week.

B. Maximum accrual of sick leave is limited to nine-hundred sixty (960) hours of unused leave.

C. Unused sick leave shall not be paid off in cash upon separation from City employment. The City contracts with CalPERS for retirement benefits and is subject to Section 20965 - Credit for Unused Sick Leave.

D. Up to forty (40) hours of accrued sick leave may be used by an employee to attend a funeral of close family members (which means spouse, child, parent, sibling, grandparent, grandchild, domestic partner, or parent-in-law), with the approval of the City Manager.

E. Employees may use accrued sick leave for non-work-related disabilities or illnesses up to the effective or commencement date of short-term or long-term disability benefits or as otherwise required by law.

F. A physician's report may be required by one's department manager for extended periods of sick leave usage by an employee in this Unit, or if in the determination of the City Manager, the employees exhibit greater than average, or unusual patterns or circumstances in their use of sick leave.

G. Employees unable to return to work within six (6) months of the date of disability (whether work or non-work-related) may be separated from City employment, unless an extension is approved by the City Manager, and except as otherwise restricted by state or federal law.

H. Employees who have accumulated two-hundred forty hours of more of accrued sick leave may be credited, at the employee's written request, with two additional vacation leave hours for each consecutive three (3) month period in which no paid sick leave was used by the employee.
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Section 8.6 Management Leave
In lieu of earning overtime or compensatory time off, FLSA Exempt managers (as designated by the City Manager) will be granted up to a maximum of one-hundred twenty (120) hours of paid management leave each fiscal year. The amount available to each management employee may vary, at the discretion of the City Manager.

Management leave hours will be credited to the designated manager's leave time account at the commencement of each fiscal year in the total number of hours granted by the City Manager to that employee. Management leave must be used within the fiscal year in which is earned, and unused leave has no cash value and will not be paid in cash or any other form of compensation upon separation from City employment.

ARTICLE 9: BILINGUAL PAY
The City has the sole and exclusive right to determine and designate which Employees, and how many Employees, are eligible to receive bilingual pay of $75.00 per month.

Designated Employees will be required to demonstrate conversational fluency in a language (e.g., Spanish) as determine by the City Manager based on community/public needs and organizational usage. The City may administer a competency test to certify fluency of the Employee in the designated language. Any such certification shall be a condition prior to Employee qualifying for monthly bilingual pay.

ARTICLE 10: TERM OF AGREEMENT
Except as indicated herein, this Agreement shall be effective commencing July 1, 2025, and continue to and through June 30, 2027.

IN WITNESS THEREOF, this agreement is entered into by the following authorized representative(s) on this 17 day of JUNE 2025, pursuant to the provision of CA Government Code Section 3500, et seq. for presentation to and adoption by the City Council of Clayton, California.
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CLAYTON UNDESIGNATED MANAGEMENT CITY EMPLOYEES (UNIT)
By:

Jennifer, Giantvalley, Unit Representative

CITY OF CLAYTON, CA (CITY)
By:

Mala Subramanian, City Attorney
BY:

Kris Lofthus, City Manager
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Monthly $ 20,000.00 $ 20,833.33
Hourly $ 115.38 $ 120.19
Annually $ 240,000.00 $ 250,000.00

A B C D E
Monthly $ 12,338.74 $ 12,955.67 $ 13,603.46 $ 14,283.63 $ 14,997.81 Hourly $ 71.19 $ 74.74 $ 78.48 $ 82.41 $ 86.53
Annually $ 148,064.84 $ 155,468.08 $ 163,241.49 $ 171,403.56 $ 179,973.74 Monthly $ 14,247.50 $ 14,959.87 $ 15,707.87 $ 16,493.26 $ 17,317.93 Hourly $ 82.20 $ 86.31 $ 90.62 $ 95.15 $ 99.91
Annually $ 170,970.00 $ 179,518.50 $ 188,494.42 $ 197,919.14 $ 207,815.10 Monthly $ 9,384.49 $ 9,853.71 $ 10,346.40 $ 10,863.72 $ 11,406.90 Hourly $ 54.14 $ 56.85 $ 57.39 $ 62.68 $ 65.81
Annually $ 112,613.84 $ 118,244.53 $ 124,156.76 $ 130,364.59 $ 136,882.82 Monthly $ 7,583.17 $ 7,962.33 $ 8,360.44 $ 8,778.46 $ 9,217.39 Hourly $ 43.75 $ 45.94 $ 48.23 $ 50.64 $ 53.18
Annually $ 90,998.00 $ 95,547.90 $ 100,325.30 $ 105,341.56 $ 110,608.64 Monthly $ 7,262.78 $ 7,625.92 $ 8,007.21 $ 8,407.57 $ 8,827.95 Hourly $ 41.90 $ 44.00 $ 46.20 $ 48.51 $ 50.93
Annually $ 87,153.32 $ 91,510.99 $ 96,086.54 $ 100,890.87 $ 105,935.41 Monthly $ 4,548.36 $ 4,775.78 $ 5,014.57 $ 5,265.29 $ 5,528.56 Hourly $ 26.24 $ 27.55 $ 28.93 $ 30.38 $ 31.90
Annually $ 54,580.31 $ 57,309.33 $ 60,174.79 $ 63,183.53 $ 66,342.71

A B C D E
Monthly $ 5,746.26 $ 6,033.58 $ 6,335.26 $ 6,652.02 $ 6,984.62 Hourly $ 33.15 $ 34.81 $ 36.55 $ 38.38 $ 40.30
Annually $ 68,955.16 $ 72,402.92 $ 76,023.07 $ 79,824.22 $ 83,815.43 Monthly $ 4,756.46 $ 4,994.29 $ 5,244.00 $ 5,506.20 $ 5,781.51 Hourly $ 27.44 $ 28.81 $ 30.25 $ 31.77 $ 33.35
Annually $ 57,077.55 $ 59,931.42 $ 62,927.99 $ 66,074.39 $ 69,378.11 Monthly $ 5,244.84 $ 5,507.09 $ 5,782.44 $ 6,071.56 $ 6,375.14 Hourly $ 30.26 $ 31.77 $ 33.36 $ 35.03 $ 36.78
Annually $ 62,938.13 $ 66,085.04 $ 69,389.29 $ 72,858.76 $ 76,501.69 Seasonal Maintenance
Worker-Temporary Miscellaneous City Employee Effective 7/15/25 Hourly (Part Time) $ 22.50 $ 23.63 $ 24.81 $ 26.05 $ 27.35

A B C D E
Monthly $ 9,001.75 $ 9,451.84 $ 9,924.43 $ 10,420.65 $ 10,941.68 Hourly $ 51.93 $ 54.53 $ 57.26 $ 60.12 $ 63.13
Annually $ 108,021.00 $ 113,422.05 $ 119,093.15 $ 125,047.81 $ 131,300.20 Monthly $ 5,139.63 $ 5,396.61 $ 5,666.44 $ 5,949.76 $ 6,247.25 Hourly $ 29.65 $ 31.13 $ 32.69 $ 34.33 $ 36.04
Annually $ 61,675.53 $ 64,759.31 $ 67,997.27 $ 71,397.14 $ 74,966.99

A B C D E
Monthly $ 12,338.74 $ 12,955.67 $ 13,603.46 $ 14,283.63 $ 14,997.81 Hourly $ 71.19 $ 74.74 $ 78.48 $ 82.41 $ 86.53
Annually $ 148,064.84 $ 155,468.08 $ 163,241.49 $ 171,403.56 $ 179,973.74 Monthly $ 5,387.25 $ 5,656.61 $ 5,939.44 $ 6,236.41 $ 6,548.23 Hourly $ 31.08 $ 32.63 $ 34.27 $ 35.98 $ 37.78
Annually $ 64,646.97 $ 67,879.32 $ 71,273.28 $ 74,836.95 $ 78,578.79 Monthly $ 4,548.36 $ 4,775.78 $ 5,014.57 $ 5,265.29 $ 5,528.56 Hourly $ 26.24 $ 27.55 $ 28.93 $ 30.38 $ 31.90
Annually $ 54,580.31 $ 57,309.33 $ 60,174.79 $ 63,183.53 $ 66,342.71 Monthly $ 7,969.16 $ 8,367.61 $ 8,785.99 $ 9,225.29 $ 9,686.56 Hourly $ 45.98 $ 48.27 $ 50.69 $ 53.22 $ 55.88
Annually $ 95,629.87 $ 100,411.36 $ 105,431.93 $ 110,703.52 $ 116,238.70 Monthly $ 9,363.48 $ 9,831.66 $ 10,323.24 $ 10,839.40 $ 11,381.37 Hourly $ 54.02 $ 56.72 $ 59.56 $ 62.54 $ 65.66
Annually $ 112,361.80 $ 117,979.89 $ 123,878.89 $ 130,072.83 $ 136,576.47 Final adopted 8-19-25
Police Sergeant Police Officers' Association Effective 7/1/2025 Police Administrative
Clerk Miscellaneous City Employee Effective 7/1/2025
Police Officers Police Officers' Association Effective 7/1/2025 Police
Chief of Police Police Chief Effective 2/18/25
Police Office
Coordinator Miscellaneous City Employee Effective 7/1/2025 Senior Planner Miscellaneous City Employee Effective 7/1/2025 Community
Development
Technician
Miscellaneous City Employee Effective 7/1/2025
Planning
Accountant Miscellaneous City Employee Effective 7/1/2025 Administrative Clerk Miscellaneous City Employee Effective 7/1/2025 Maintenance Worker I Miscellaneous City Employee Effective 7/1/2025 Maintenance Senior Miscellaneous City Employee Effective 7/1/2025 Management Analyst
Maintenance Worker II Miscellaneous City Employee Effective 7/1/2025 Miscellaneous City Employee Effective 2/18/25
$ 21.78
Maintenance
Community Services
Leader Miscellaneous City Employee Effective 7/1/2025 Hourly (Part Time) $ 17.92 $ 18.82 $ 19.76 $ 20.74
City of Clayton Salary Schedule FY 2025-26
Admin/Finance
City Manager City Manager Effective 7/1/2024
City Clerk/Assistant to
CM Miscellaneous City Employee Effective 7/1/2025
Administrative Services
Director Miscellaneous City Employee Effective 7/1/2025 Public Works
Director/City Engineer Miscellaneous City Employee Effective 7/1/2025 212
Job Description
Administrative Services Director

DEFINITION
Under general direction, directs the activities of the Administrative Services Department; develops plans, goals, and objectives for the Department; advises the City Manager on matters pertaining to departmental functions; contributes to overall City management as a member of the City’s Executive Team in the administration of general City policies, programs, and concerns; may serve as acting City Manager; and performs related work as required.

CLASS CHARACTERISTICS
The Administrative Services Director serves as a member of the City’s executive team and provides advice and counsel to the City Manager regarding strategic policy, City position, and problem-solving issues relating to the assigned departments/divisions of the City overall. The Administrative Services Director may also be responsible for directing and managing the city in the absence of the City Manager. A person appointed to the Administrative Services Director classification is an "at-will" employee and serves at the pleasure of the City Manager.

TYPICAL JOB FUNCTIONS
Class specifications are intended to present examples of the duties performed by employees in the classification. Any one position may not include all of the duties listed, nor do the listed examples include all tasks that may be performed by positions in this class.
• Plans, organizes, directs, and coordinates operations of the Administrative Services Department which consists of the Finance and Human Resources Departments and provides leadership for Information Technology related matters. • Oversees City-wide financial activities including budget creation and monitoring, forecasts and investments, policies and procedures, and financial operations; advises the City Council, the City Manager, and department directors on matters involving the City’s financial condition.
• Plans, organizes, staffs, directs, and coordinates the Human Resources functions, including labor relations; employee relations; benefits design and administration; workers' compensation; recruitment, testing, and retention; classification and 213
compensation; employee and organizational training, development, and recognition; performance management; and policy development. • Ensures compliance with applicable legislative, regulatory, and judicial mandates, regulations, and current professional best practices; reviews, interprets, develops, and recommends changes to the City's policies, personnel rules, regulations, and procedures; plans, establishes, and maintains systems and business controls to support effective and efficient City-wide human resources programs. • Develops and recommends to the City Manager departmental goals, objectives, and programs; oversees the development and implementation of fiscal and information technology strategic plans; develops and manages the Department’s budget. • Ensures the City implements and maintains high quality information systems and technology; serves as an effective advocate for Information Technology and the business units it serves.
• Directs the development of Department programs, establishes policies, procedures, and guidelines to be observed in the supervision of the respective divisions.
• Directs the development and implementation of training programs for Administrative Services staff; oversees the Department’s performance management; reviews workloads and establishes work schedules. • Addresses community groups on a variety of City administrative matters; prepares and presents to the City Manager and the City Council oral and written reports; conducts special studies and works on projects as assigned by the City Manager; acts for the City Manager as assigned.
• Establishes, within City policy, appropriate service and staffing levels for assigned functions; monitors and evaluates the efficiency and effectiveness of service delivery methods and procedures; allocates resources accordingly. • Assesses and monitors workload, administrative and support systems, and internal reporting relationships for assigned areas of responsibility; identifies opportunities for improvement; direct and implement changes.
• Selects, trains, motivates, and evaluates assigned personnel; provides or coordinates staff training; works with employees to correct deficiencies; implements discipline and termination procedures.
• Participates in the preparation, coordination, and presentation of the City's annual budget, capital improvement budget, and internal fiscal control measures; 214
participates in the development and presentation of financial forecasts and historical information including reviewing expenditures and revenues. • Participates in the development of City goals, objectives, policies, and priorities; incorporates community input into goals and objectives for the City for the City Manager's and City Council's approval; develops new policies in consultation with the City Manager; confers with Department Directors and employees regarding significant policy and procedural changes.
• Coordinates and participates in providing responsible staff assistance and professional analysis and advice to the City Manager, City Council, and other City boards and commissions assigned; attends City Council meetings and other public meetings to assist or represent the City Manager.
• Supervises and/or conducts studies, surveys, and the collection of information on difficult operational and administrative problems; analyzes findings and prepare reports of practical solutions for review.
• Serves as a resource for department personnel, City staff, other organizations and the public; coordinates pertinent information, resources and work teams necessary to support a positive and productive environment.
• Serves as acting City Manager as required; oversees City operations in the City Manager's absence; provides assistance to the City Council. • Performs related duties as assigned.

Reasonable accommodations may be made to enable qualified individuals with disabilities to perform the essential functions.

QUALIFICATIONS
The requirements listed below are representative of the minimum qualifications for entry into the classification and do not necessarily convey the qualifications of incumbents in the position.

Knowledge of:
• Thorough knowledge of the theories, principles, and practices of administration and management.
• Considerable knowledge of municipal and governmental budgeting, accounting, auditing, treasury management, and revenue forecasting. 215
• Considerable knowledge of local government investment policy, investment strategies, interest bearing instruments, and cash flow forecasting. • Considerable knowledge of best practices for human resources administration in the public sector.
• Considerable knowledge of information systems, technology, and applications, including current trends and practices, and a keen understanding of the strategic planning process for the City’s current and future technological needs. • Knowledge of standards and best practices related to financial operations, technology, information security, and procurement.
• Working knowledge of the laws and court decisions which relate to finance and human resources.
• Working knowledge of the dynamics of City government and general problems faced.
• Skill in communicating effectively in English both orally and in writing; making presentations; and responding to questions clearly and concisely. • Skill in problem solving, negotiation, and collaboration. • Skill in supervising, evaluating, and training assigned staff. • Skill in interacting effectively with the general public, City departments and officials, State, County, and Federal government, and private agencies in coordinating activities and resolving problems.
• Current social, political, and economic trends and operating characteristics/problems of municipal government.
• Principles of effective public relations and interrelationships with community groups and agencies, private businesses and firms, and other levels of government.

Ability to:
• Provide effective leadership and consultation to department directors, managers, and other City staff and coordinate a variety of program activities. • Participate in the development and administration of City-wide goals, objectives, work standards, internal controls, and methods for evaluating achievement and performance levels.
216
• Analyze and define problems, identify alternative solutions, project consequences of proposed actions, and implement recommendations in support of goals. • Identify and respond to sensitive community, organizational, and City Council issues, concerns, and needs.
• Research, analyze, interpret, summarize, and present administrative and technical information and data in an effective manner
• Represent the City Manager to the general public and representatives of other agencies. Effectively present information to top management, public groups, and/or boards of directors.
• Delegate authority and responsibility.
• Communicate clearly and concisely, both orally and in writing. • Establish and maintain effective working relationships with those contacted in the course of work.

Education and Experience:

Any combination of training and experience that would provide the required knowledge, skills, and abilities is qualifying. A typical way to obtain the required qualifications would be:
• A bachelor's degree from an accredited college or university with major course work in public administration, business administration, or a related field. • A master's degree is highly desirable.
and
• Six years of progressively responsible administrative or staff experience in municipal government including four years of increasingly responsible management experience.

Licenses and Certifications:

Must possess and maintain a valid California Class C driver license and satisfactory driving record.

Notary Public certification is desirable.
217

ATTACHMENT A

CITY OF CLAYTON

PLANNING COMMISSION
RESOLUTION NO. 03-2025

A RESOLUTION OF THE CLAYTON PLANNING COMMISSION APPROVING A SITE

PLAN REVIEW PERMIT TO ALLOW THE CONSTRUCTION OF ONE SINGLE-FAMILY

RESIDENCE AND ATTACHED ACCESSORY DWELLING UNIT ON LOT LOCATED AT 5569 MORNINGSIDE DRIVE (SPR-01-2025)
WHEREAS, the City received an application from Thomas Ducharme requesting approval of a Site Plan Review Permit to allow the construction of a 5,352-square foot single family residence and attached 611 square foot accessory dwelling unit (Project) on the subject parcel (APN: 118-110-011) at 5569 Morningside Drive; and
WHEREAS, Section 17.44.020 of the Clayton Municipal Code (CMC) authorizes the Planning Commission to approve a Site Plan Review Permit in accordance with the standards of review in CMC Section 17.44.040; and
WHEREAS, the Project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Categorical Exemption Class 3, Section 15303 (New Construction or Conversion of Small Structures), of the State Guidelines for Implementation of CEQA; and WHEREAS, on July 8, 2025, the Clayton Planning Commission held a duly-noticed public hearing on the Site Plan Review Permit request (SPR-01-2025), and received and considered testimony and evidence, both spoken and documentary.

NOW, THEREFORE, BE IT RESOLVED, that the Planning Commission does determine the foregoing recitals are true and correct and makes the following Findings for Approval of Site Plan Review Permit application SPR-01-2025 based on the Site Plan Review Permit Standards of Review:

A. The use is in conformity with the General Plan and any applicable Specific Plan;
The Project is consistent with the General Plan designation and policies since the Project consists of the construction of a single-family residence and attached ADU, a permitted use within the Rural Estate land use designation. There is no established Specific Plan that is applicable to the Project.

B. The use is in conformity with City-adopted standards in the Zoning Ordinance as related to Site Plan Review Permits;
In accordance with Clayton Municipal Code Section 17.44.020., since the Project is comprised of structures over 16 feet in height and an area in excess of 750 square feet, a Site Plan Review Permit is required for the design of all new developments in any zoning district within the City. The Project conforms to all development standards as required for properties within the R-40-H zoning district defined in Clayton Municipal Code Chapter 17.16 for setbacks, building height, floor area, and building area governing single-family residential development.

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Planning Commission
Resolution No. 03-2025
C. Shall not negatively affect the general safety (e.g., seismic, landslide, flooding, fire, traffic) of the City or surrounding area; The Project preserves the general safety of the community regarding seismic, landslide, flooding, fire, and traffic hazards since the Project will be constructed in compliance with the Clayton Municipal Code, California Building Standards Code, and other agency regulations where applicable.

D. Shall maintain solar rights of adjacent properties;
The Project will not block adjacent properties from direct sunlight from any angle of the ecliptic.

E. Shall reasonably maintain the privacy of adjacent property owners and/or occupants;
The Project reasonably maintains the privacy of adjacent property owners and/or occupants since the Project conforms with all development standards of the Clayton Municipal Code Chapter 17.16 Single Family Residential (R-40-H), in keeping with the surrounding properties along Morningside Drive that contain large lots with ample setbacks that place existing adjacent residences away from the proposed residences on the Project Site.

F. Shall reasonably maintain the existing views of adjacent property owners and/or occupants;
The Project reasonably maintains the existing views of adjacent property owners and/or occupants since the Project Site is located downslope from and below existing surrounding ridgelines and daylight lines and would not prevent property owners and/or occupants inhabiting existing residences from continuing to see the existing surrounding contours of these existing slopes and other attributes in and around the Mount Diablo Creek riparian corridor and the small valley surrounding the Mitchell Creek riparian corridor.

G. Shall be complementary, although not identical, with adjacent existing structures in terms of materials, colors, size, and bulk; The Project is complementary, although not identical, with neighboring structures in terms of materials, colors, size, and bulk since the proposed residences have been designed with exterior colors and materials that are complementary with the natural setting as well as the colors and materials of existing adjacent residences as well as utilizing proposed designs styles that include volume and massing consistent with the size and bulk or existing adjacent residences.

H. Shall be in accordance with the design standards for manufactured homes per Section 17.36.078 of the Clayton Municipal Code;
The Project as proposed does not include the construction of any manufactured homes; therefore, this finding is not applicable.

NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Planning Commission does hereby approve Site Plan Review Permit SPR-01-2025 to allow the construction of one custom single family residence with an attached ADU located at 5569 Morningside Drive, subject to the following Conditions of Approval:

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Planning Commission
Resolution No. 03-2025

1. The applicant shall indemnify, protect, defend, and hold harmless the City and its elected and appointed officials, officers, employees, and agents from and against any and all liabilities, claims, actions, causes, proceedings, suits, damages, judgments, liens, levies, costs, and expenses of whatever nature, including, but not limited to, attorney’s fees, costs, and disbursements arising out of or in any way relating to the issuance of this entitlement, any actions taken by the City relating to this entitlement, and any environmental review conducted under the California Environmental Quality Act for this entitlement and related actions.

2. Prior to issuance of a building permit or final inspection for the construction of the residence and ADU, as applicable, the applicant shall pay all outstanding planning permit fees, and development impact fees as listed below.

A. All balances for application permit process.
i. Community Facilities Development Impact Fee: $450
ii. Offsite Arterial Improvement Development Impact Fee: $1,456 iii. Childcare Development Impact Fee: $205
iv. Parkland Dedication Development Impact Fee: $2,569
v. Fire Development Protection Development Impact Fee: $300 per unit. vi. Construction and Demolition Recycling Fee: $5,551 ($1.00 per/sq. ft. of new area).
vii. Stormwater Pollution Prevention Permit and Inspection (Construction SWPPP) Fee: (Major) $5000 minimum deposit against which inspection time is charged.
viii. Stormwater Operation and Maintenance Annual Inspection Fee: $45 ix. Stormwater Operation and Documentation Annual Compliance Review Fee: $45
x. Stormwater Operation and Maintenance Annual Report Preparation Fee:
$53

3. Any major changes to the Project shall require Planning Commission review and approval. Any minor changes to the Project shall be subject to City staff review and approval.

4. The applicant shall obtain the necessary permits from the Building Division of the Contra Costa County Department of Conservation and Development. All construction shall comply with the California Building Code.

5. Prior to issuance of any Building Permit, the applicant shall obtain all required construction and fire sprinkler permits from the Contra Costa County Fire Protection District (CCCFPD), including approval of fire flow tests, hydrant access, and sprinkler system design. Compliance with CCCFPD standards for water supply, fire apparatus access, and NFPA codes shall be verified. No construction or occupancy shall proceed without final Fire District authorization.

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Planning Commission
Resolution No. 03-2025

6. The applicant shall obtain all necessary permits for a wastewater utility service from City of Concord Community Development Department for Central Contra Costa Sanitary District. An elevation certificate from a licensed surveyor will need to be submitted because of flood zone requirements.

7. The applicant shall secure necessary water connections, prior to final building inspections, with Contra Costa Water District (CCWD) confirming that:

A. 6" water main extension will be installed from the existing 8" main on El Camino Drive to the subject property, with capacity for future downstream connections.

B. 1" service line, 1" meter, and 1" above-ground backflow assembly will be installed to serve the project.

C. Obtain Required Easements: Submit recorded easements to the City/County for:

1. A permanent utility easement along the neighboring property at 5577 Morningside Drive (for the 6" main within their roadway easement).

2. A permanent utility easement on the subject property for the service connection (1" -line, meter, and backflow).

8. To minimize impacts on protected trees, riparian vegetation, and Mount Diablo Creek, the following measures shall be implemented prior to and during all construction activities:

A. Protective Setbacks (No-Disturbance Zones)

1. 25-foot undisturbed buffer shall be maintained from the top of bank (TOB) of Mount Diablo Creek.

2. 15-foot undisturbed buffer shall be maintained around all protected trees (including heritage, native, or specimen trees

3. No grading, excavation, stockpiling, or construction activity is permitted within these zones.

B. Erosion & Sediment Control

1. Silt fencing or straw wattles shall be installed on the upslope of the creek buffer to prevent runoff.

2. No stockpiling of soil, debris, or materials within 50 feet of the creek.

9. No permits or approvals, whether discretionary or mandatory, shall be considered if the applicant is not current on fees, reimbursement payments, or any other payments that are due.

10. All grading, construction, and other work shall occur only between 8:00 a.m. and 5:00 p.m. Monday through Friday, in accordance with Section 15.01.010 of the Clayton Municipal Code.

11. All heavy load deliveries to the project site to be verified with the City Engineer for Docusign Envelope ID: E8470F7E-0C23-4CFB-8C90-D993887AB9B6 135 221

Planning Commission
Resolution No. 03-2025
maximum road weight tolerances to minimize damage or cracking on Morningside Drive. Any cracks or damage to the road surface to be repaired to original condition prior to issuance of Certificate of Occupancy.

12. Existing trees abutting access easement to be assessed and pruned/protected to limit damage from construction activity.

13. Landscaping along Morningside Drive adjacent to the project site to be repaired/restored prior to issuance of Certificate of Occupancy, if damaged by construction activity

14. The applicant shall coordinate with the southerly neighbor for buffering the south elevation’s impact by revising the landscape plan, to be submitted to the Planning Department for approval.

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Planning Commission
Resolution No. 03-2025
PASSED AND ADOPTED by the Planning Commission of the City of Clayton at a regular meeting on the 8th day of August 2025.

AYES: Commissioners Casagrande, Brzovich, Banchero, Chair Shulman NOES:

ABSTAINED:

ABSENT:

RECUSED: Chair Richardson
APPROVED: ATTEST:

Farhad Mortazavi
Maria Shulman Farhad Mortazavi
Chair Interim Community Development Director
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38044.03101\30483741.3
1 CITY OF CLAYTON

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of August 19, 2025 by and between the City of Clayton, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 6000 Heritage Trail, Clayton, California 94517 (“City”), and R3 Consulting Group, Inc., A California corporation, with its principal place of business at 1504 Eureka Road, Suite 220, Roseville, CA 95661 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
• SB 1823 Implementation,
• Public Contracting Code Section 12209 as updated, and • Cal Recycle Grant Management including compliance reporting (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $29,500. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for the work performed will be made on a monthly billing basis.

3. Additional Work.

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2 If a change in the work seems merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

5. Term.

The term of this Agreement shall be from August 20, 2025, to March 31, 2026, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The

6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics, war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care
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3 Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
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4 (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, the City Council and each member of the City Council, its officers, employees, agents and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.

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5 d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant Docusign Envelope ID: D3E726F7-B82E-4569-BEC7-EFFBF96F8311 22890
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6 shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
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7 assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

13. California Labor Code Requirements.

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8 a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

15. Reserved.

16. Laws and Venue.

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9 This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Contra Costa, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

19. Organization
Consultant shall assign Rose Radford as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.

21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

CITY:

City of Clayton
6000 Heritage Trail
CONSULTANT:

Rose Radford, Project Manager
415 13
th Street Ste. 450
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10 Clayton, CA 94517
Attn: Dennis Bozanich, Administration
Oakland, CA 94612
and shall be effective upon receipt thereof.

22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

23. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.

28. Time of Essence
Time is of the essence for each and every provision of this Agreement.

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11 29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF CLAYTON
AND R3 CONSULTING GROUP, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF CLAYTON R3 Consulting Group, Inc.

By: By:

Kris Lofthus Janet Barile
City Manager Vice President
DATE: ________________________ DATE: _________________________ ATTEST:

By:

Skyler Aitken
Acting City Clerk
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13 EXHIBIT A
Scope of Services
Task 1 Edible Food Recovery Program
R3 proposes to complete the following in support of the City’s Edible Food Recovery program:

Coordinate collateral distribution (collateral provided by the County), including annual mailers to be distributed by Republic to Tier 1 & 2 edible food generators to meet the annual notification requirements of the law. Support on responding to the County’s questions about capacity, if applicable. Outreach to food recovery organizations and generators as needed and appropriate.

Development of draft language for the City’s website. This proposal assumes Republic has already accurately identified Tier 1 and 2 generators, as defined by SB 1383, in the City.

Task 2 Recordkeeping and Reporting
R3 will assist the City in the development of the City’s internal recordkeeping program for compliance with the SB 1383 Implementation Record requirements. If the City chooses to use Recyclist or another implementation record software for recordkeeping and reporting, R3 will engage with Republic on logistics and assist the City with onboarding staff responsible for recordkeeping.

R3 will also assist the City in submitting all necessary grant reports and prepare documents for City staff signatures. R3 will coordinate with Republic Services on some of the planned grant expenditures, such as purchase of recycling and organics containers for public spaces, and assist the City in expending all grant funds on eligible programs.

Task 3 Procurement
R3 will evaluate procurement pathways on the City’s behalf for Recovered Organic Waste Product Procurement via use of direct service providers to support carbon sequestration and allocation of Republic-sold compost and mulch to the City. New state laws AB 2902 and AB 2346 have changed strategies for procurement compliance; also, grant funding will likely not be available after this current round of funding, so Clayton will need to have a new strategy for compost product procurement compliance.

R3 will also facilitate training for City staff as needed on recycled content paper procurement requirements & recordkeeping, after a recordkeeping platform is identified via Task 2.

Task 4 On-Call and Miscellaneous Support
R3 will provide an average of four hours of additional on-call support, on an as-needed basis and as requested by the City, per month. This may include:

Assistance to the City on adjusting existing complaint portals to meet the law’s requirements.

Reviewing Republic updates to its Annual Service Guide and quarterly newsletters to ensure that the public education provided facilitates full compliance with the outreach and education requirements of SB 1383.

Assisting the City in managing key SB 1383 programs covered under its contract with Republic to facilitate the City’s oversight over Republic’s activities.

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14 EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.

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15 EXHIBIT C
Activity Schedule
R3 proposes to complete all items in our scope of work by March 31, 2026.

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CITY OF CLAYTON

MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 20th day of August, 2025 by and between the City of Clayton, a municipal corporation organized under the laws of the State of California with its principal place of business at 6000 Heritage Trail, Clayton, CA 94517 (“City”) and S2SERM, LLC, a Limited Liability Company with its principal place of business at 2246 Camino Ramon, San Ramon, CA 94583 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing Weed Prevention and Abatement services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to render such services for the Weed Prevention and Abatement services(“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Weed Prevention and Abatement services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from August 20, 2025 to August 19, 2026, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines.

The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

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3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates Public Works/City Engineer, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.5 Contractor’s Representative. Contractor hereby Brian Frantz, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 24067
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Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).

Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours’ labor shall constitute a legal day’s work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 24168
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requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.

Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its subsections.

3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 24269
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violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.

3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

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(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; (4) Privacy/Network Security (Cyber), in a form and with insurance companies acceptable to City. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 MINIMUM; and $4,000,0000 aggregate per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$1,000,000 MINIMUM per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 MINIMUM per accident for bodily injury or disease; (4) Cyber Liability: $1,000,000 PER OCCURRENCE/AGGREGATE; for privacy breaches, system breaches, denial/loss of service, and introduction, implantation or spread of malicious software code. Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City of Clayton, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Clayton, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 24471
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endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

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

3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 24572
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insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Reserved.

3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 24673
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shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.2.15 Work Site.

3.2.15.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services.

3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.

3.2.17 Warranty. Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 24774
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transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed One hundred Twenty Thousand Dollars ($120,000) without written approval of City’s Public Works Director/City Engineer. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 24875
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at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable “public works” or “maintenance” project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

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3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

S2SERM,LLC
Brian Frantz, CEO
2246 Camino Ramon
San Ramon, CA 94583
Phone: (925) 362-3041
Email: [email protected]
City:

City of Clayton
6000 Heritage Trail
Clayton, CA 94517
Attn: Public Works Director/City Engineer
With Copy To:

City of Clayton
6000 Heritage Trail
Clayton, CA 94517
Attn: City Attorney
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.2 Indemnification.

3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 25077
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caused by the sole or active negligence or willful misconduct of the City or the City’s agents, servants, or independent contractors who are directly responsible to the City.

3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this indemnification section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Contra Costa County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its Docusign Envelope ID: 97089A7E-6B22-4022-828A-1C0E98B65C98 25178
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officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

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3.5.18 Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

3.5.19 Fleet Compliance.

3.5.19.1 To the extent applicable, Contractor, shall comply, and shall ensure all subcontractors comply, with all requirements of the most current version of the California Air Resources Board (“CARB”) including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”). A Fleet Compliance Certification form is attached hereto to this Agreement as Exhibit “D” and incorporated herein by this reference.

3.5.19.2 Throughout Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and subcontractors’ fleet including, without limitation, the CRCs, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.

3.5.19.3 Contractor shall be solely liable for any and all costs associated with complying with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation. [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF CLAYTON
AND S2SERM, LLC
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CITY OF CLAYTON
APPROVED BY:

KRIS LOFTHUS,
City Manager
ATTESTED BY:

SKYLER AITKEN,
Acting City Clerk
S2SERM, LLC
By:

Its: Chief Executive Officer
Printed Name:

Brian Frantz
By:

Its:

Printed Name:
____________________________________
Contractor’s License Number
____________________________________
DIR Registration Number
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1000024221
25481
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EXHIBIT A

EXHIBIT A

SCOPE OF SERVICES
S2S shall perform the full range of tasks outlined in the City’s RFP Draft Scope of Services for the Weed Abatement Project, with additional enhancements to maximize efficiency, minimize disruption to the public, and ensure regulatory compliance. The Scope of Services includes the following key components:

1. Vegetation Management and Weed Abatement
a. Mechanical removal of weeds, grasses, and brush using hand tools, string trimmers, and walk-behind brush mowers in compliance with fire safety standards.
b. Targeted herbicide application, where necessary, by licensed applicators in accordance with California Department of Pesticide Regulation guidelines. c. Vegetation clearance around structures, roadways, and public areas, while maintaining erosion control and habitat preservation.

2. Fire Prevention and Risk Mitigation
a. Prioritization of high-risk fire areas, including wildland-urban interface zones and hillsides with dense fuel loads.
b. Removal of dead vegetation, ladder fuels, and fire hazards in accordance with Cal Fire defensible space requirements.
c. Installation of erosion control BMPs (e.g., fiber rolls, mulch, and jute netting) where vegetation removal may expose soil.

3. Public Area and Right-of-Way Work
a. Weed abatement around public buildings, schools, parks, and sidewalks with sensitivity to foot traffic and public access.
b. Weekend or early morning work hours near schools or community gathering locations to reduce disruption.
c. Use of bilingual signage and door hangers to notify residents in advance.

4. Site Inspection, Monitoring, and Documentation
a. Initial and follow-up site assessments by qualified personnel to guide timing and extent of abatement efforts.
b. Photo documentation (before, during, and after) geo-tagged and archived for City recordkeeping and transparency.
c. Regular reporting to City staff with updates on schedule, scope, and emergent issues.

5. Waste Handling and Disposal
a. Vegetative debris will be collected, chipped, or hauled to a permitted green waste facility. No material will be stockpiled on-site.

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EXHIBIT B

EXHIBIT B

SCHEDULE OF SERVICES
To be determined on a quarterly basis in discussions between the Public Works Director/City Engineer and Brightview.

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EXHIBIT C

EXHIBIT C

COMPENSATION
Prevailing wage rates applied
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CITY OF CLAYTON

MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 20th day of August, 2025 by and between the City of Clayton, a municipal corporation organized under the laws of the State of California with its principal place of business at 6000 Heritage Trail, Clayton, CA 94517 (“City”) and Brightview Tree Care Services, Inc., a Corporation with its principal place of business at 4931 Pacheco Blvd. Martinez, CA 94553 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing Tree Care services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to render such services for the Tree Care Services and Consultant (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Tree Care and Consultant maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from August 20, 2025 to August 19, 2026, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines.

The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

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3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee.

Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates Public Works/City Engineer, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.5 Contractor’s Representative. Contractor hereby Douglas Carey, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 25947
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Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).

Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours’ labor shall constitute a legal day’s work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26048
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requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.

Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its subsections.

3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26149
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violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.

3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors.

Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

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(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; (4) Privacy/Network Security (Cyber), in a form and with insurance companies acceptable to City. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 MINIMUM; and $4,000,0000 aggregate per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$1,000,000 MINIMUM per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 MINIMUM per accident for bodily injury or disease; (4) Cyber Liability: $1,000,000 PER OCCURRENCE/AGGREGATE; for privacy breaches, system breaches, denial/loss of service, and introduction, implantation or spread of malicious software code. Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City of Clayton, its directors, officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Clayton, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26351
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endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

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

3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26452
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insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors.

3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Reserved.

3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26553
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shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.2.15 Work Site.

3.2.15.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services.

3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.

3.2.17 Warranty. Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26654
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transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed One hundred Twenty Thousand Dollars ($120,000) without written approval of City’s Public Works Director/City Engineer. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26755
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at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable “public works” or “maintenance” project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Contractor may, by written notice to City, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to City of such termination, and specifying the effective date thereof, at least one hundred and twenty (120) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26856
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under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

Douglas Carey
Branch Manager
4931 Pacheco Blvd Martinez, CA 94553
Phone: (510) 387-4083
Email: [email protected]
City:

City of Clayton
6000 Heritage Trail
Clayton, CA 94517
Attn: Public Works Director/City Engineer
With Copy To:

City of Clayton
6000 Heritage Trail
Clayton, CA 94517
Attn: City Attorney
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.2 Indemnification.

3.5.2.1 Scope of Indemnity. Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all thirdparty claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) to the extent caused by the acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to liability for Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 26957
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damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense which is caused by the sole or active negligence or willful misconduct of the City or the City’s agents, servants, or independent contractors who are directly responsible to the City.

3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this indemnification section that may be brought or instituted against City or its officials, employees, agents and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and volunteers.

3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Contra Costa County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 27058
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of Contractor, except as otherwise specified in this Agreement. All references to City include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 27159
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3.5.18 Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

3.5.19 Fleet Compliance.

3.5.19.1 To the extent applicable, Contractor, shall comply, and shall ensure all subcontractors comply, with all requirements of the most current version of the California Air Resources Board (“CARB”) including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”). A Fleet Compliance Certification form is attached hereto to this Agreement as Exhibit “D” and incorporated herein by this reference.

3.5.19.2 Throughout Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and subcontractors’ fleet including, without limitation, the CRCs, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.

3.5.19.3 Contractor shall be solely liable for any and all costs associated with complying with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation. [SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 27260
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SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE CITY OF CLAYTON
AND BRIGHTVIEW TREE CARE SERVICES, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CITY OF CLAYTON
APPROVED BY:

KRIS LOFTHUS,
City Manager
ATTESTED BY:

SKYLER AITKEN,
Acting City Clerk
BRIGHTVIEW TREE CARE SERVICES, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:
____________________________________
Contractor’s License Number
____________________________________
DIR Registration Number
Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 27361
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EXHIBIT A

EXHIBIT A

SCOPE OF SERVICES
The city requires highly qualified tree care and arborist service providers to perform preventative maintenance and as needed emergency hazard mitigation limb and tree removal services (individually and collectively, “services”) for city-owned street, park and other city facility trees.

The selected contractor will provide any or all of the following services:
• Tree pruning – Pruning of city-owned trees in accordance with city standards. • Tree removal - Removal of city-owned trees in accordance with city standards. • Stump grinding and removal - Removal and/or grinding of tree stumps as necessary, and in accordance with city standards.
• Emergency callouts - As directed by the public works director/city engineer or public safety officials, respond to emergency requests for tree services after normal business hours for property or life safety purposes
• Create a tree inventory management program and enter tree maintenance data - Create a tree inventory management database such as Arbor Access or an approved alternate tree inventory management software program. Provide the city with a GIS compatible tree inventory dataset. Daily while working in the city, or on a schedule to be determined by the public works director/city engineer, provide Tree-specific updates on all treerelated maintenance activities. • Tree inventory data collection at new sites - On a quarterly basis, collect and provide specific data on trees at new sites for the city’s tree inventory. Enter data into tree inventory management software.
• Recycling of wood debris - Provide a woodchipper which produces high quality wood chip mulch which can be recycled and used as planter mulch. City to provide sites for mulch delivery or centralized stockpile location.
• Hauling and disposal of all wood debris - Provide proper hauling and disposal.

Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 27462
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EXHIBIT B

EXHIBIT B

SCHEDULE OF SERVICES
To be determined on a quarterly basis in discussions between the Public Works Director/City Engineer and Brightview.

Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 27563
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EXHIBIT C

EXHIBIT C

COMPENSATION
Prevailing wage rates applied
Crew hourly rates are for a crew lead/trimmer and a grounds person Docusign Envelope ID: 7577DF84-988E-4D24-99FA-A2DA23372A36 27664