Concord City Council
May 26, 2026

Staff Report
Date: May 26, 2026
To: City Council Sitting as the Concord/Pleasant Hill Health Care District
From: Valerie J. Barone, City Manager
Reviewed by: Mindy Gentry, Director of Community Development Prepared by: Brenda Kain, Interim Community Services Manager [email protected]
(925) 603-5838
Subject: Considering adoption of a Resolution authorizing the Executive Director to disburse $550,000 in funds and execute all attendant documents and agreements for Fiscal Year
2026/27 funding on behalf of the Concord/Pleasant Hill Health Care District (subject to District Counsel approval); accepting and appropriating $525,000 from Concord/Pleasant Hill Health Care District Fund 530 grant funds; and accepting and
appropriating $25,000 from John Muir Health for
administration of the program.

CEQA: Not a project/exempt per CEQA Guidelines Sections 15060(c), 15061(b), 15273, 15378, and/or Public Resources Code Sections 21065.

Report in Brief
This report forwards to the Board the recommendations of the Concord/Pleasant Hill Health Care District (CPHHCD) Grant Committee for funding for Fiscal Year (FY) 2026/27 to local agencies that provide community health programs to at-risk populations. The total recommended allocation for program support and administration is $550,000.

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City Council Agenda Report
Agenda Item No. 4.m
May 26, 2026
Recommended Action
Adopt a Resolution (Attachment 1) authorizing the Executive Director to disburse funds and execute all attendant documents and agreements for Fiscal Year 2026/27 funding on behalf of the Concord/Pleasant Hill Health Care District (subject to District Counsel approval); accept and appropriate $525,000 from Concord/Pleasant Hill Health Care District Fund 530 grants funds; accept and appropriate $25,000 from John Muir Health for administration of the program; and make the CEQA determinations as provided in this report.

Background
In April 2012, at the request of the Local Agency Formation Commission (LAFCO), the City of Concord submitted an application and operational plan proposing establishment of the Mt. Diablo Health Care District (MDHCD) as a subsidiary district of the City of Concord, with the Concord City Council serving as the MDHCD Board. LAFCO approved the plan and established MDHCD as a subsidiary district of the City of Concord, placing the Concord City Council in the role of the Board of the District Council, and in its role as the Board for the MDHCD it adopted Resolution No. 12-001 establishing bylaws for MDHCD and authority to appropriate MDHCD funds. In July 2013, the Board approved changing MDHCD’s name to the Concord/Pleasant Hill Health Care District (CPHHCD) to better reflect the boundaries of the district.

The CPHHCD established a citizen’s advisory committee whose role is to review grant applications and make funding recommendations to the CPHHCD Board. The CPHHCD Grant Committee (Committee) is comprised of five Concord residents appointed by Council and two (2) Pleasant Hill residents appointed by the City of Pleasant Hill’s City Council.

The CPHHCD grant process starts with a two-year funding cycle followed by a three- year funding cycle. In the first year, a specific grant amount is awarded, and funding in Years 2 and 3 is based on funding availability and grantee performance. Contracts are issued on an annual basis and adjusted proportionally among all grantees to accommodate fluctuations in available funding. FY 2026/27 will be the first year of the two-year funding cycle.

Analysis
To provide local agencies with funding stability, the grant program operates on a two- year cycle followed by a three-year cycle. All applications received are reviewed and assessed utilizing established evaluation criteria. During the program year, Subrecipients submit semi-annual progress reports detailing clients served and services provided, program income and expenditures and any issues/challenges the program faced. City staff reviews these reports to ensure that the goals and objectives of the program agreement are met. Recipients that fulfill contractual requirements for performance goals and appropriate expenditure of funds will be recommended for subsequent fiscal year funding by the Committee.

City Council Agenda Report
Agenda Item No. 4.m
May 26, 2026
The Committee heard presentations and reviewed applications from 41 local agencies with a total funding request for the coming fiscal year of $976,466. All applications were reviewed and assessed utilizing established evaluation criteria.

For FY 2026/27, the Committee has recommended funding for 26 local organizations to provide a variety of community health programs to at-risk populations. These programs provide health and dental services, access to meals and nutritional foods, support services for seniors, outreach to homeless residents, and support for victims of domestic violence. The Committee took this action at a public meeting on April 29, 2026. These recommendations are detailed in Exhibit A of the proposed Resolution.

Federal and state regulations require that the City provide Fair Housing and Tenant/Landlord Services; therefore, Eden Council for Hope and Opportunity (ECHO) has been recommended for $10,000 funding for each program. As these are required services, the programs were discussed by the Committee but were not included in the ranking process.

Financial Impact
Funds allocated for CPHHCD grants are primarily generated through property taxes within the Concord/Pleasant Hill Health Care District. The total revenue available for FY 2026/27 is $550,000. Of this amount, $440,000 will be allocated to local organizations to provide health related programs. Administration of this grant program is paid through an annual contribution of $25,000 from John Muir Health and $85,000 from the property tax revenue (total $110,000). There is no impact on the City’s General Fund.

Environmental Determination
Pursuant to the California Environmental Quality Act of 1970, Public Resources Code §21000, et seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively “CEQA”), the allocation of CPHHCD funds supporting community health programs to at-risk populations does not constitute a “project,” within the meaning of Public Resources Code Section 21065 and CEQA Guidelines Sections 15060(c), 15061(b), and 15378 because there is no potential that the activity will result in a direct or reasonably foreseeable indirect physical change in the environment,. Moreover, even if this were determined to be a “project” for CEQA analysis, this activity falls within the "common sense" CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment” and is statutorily exempt pursuant to CEQA Guidelines Section 15273 as it includes fiscal activities that do not involve a commitment to a specific project. Therefore, no further environmental review is warranted. This determination reflects the City’s independent judgment and analysis.

City Council Agenda Report
Agenda Item No. 4.m
May 26, 2026
Public Contact
The agenda was posted, and copies of the funding recommendations have been sent to all CPHHCD grant applicants, the CPHHCD Grant Committee, the City of Pleasant Hill, and John Muir Health.

Attachments

1. Resolution authorizing the Executive Director to disburse $550,000 in funds and execute all attendant documents and agreements for Fiscal Year 2026- 27 Exhibit A – CPHHCD FY 2026/27 Funding Recommendations.

Res. No. 26-XX 1

BEFORE THE CONCORD/PLEASANT HILL HEALTH CARE DISTRICT IN THE CITY OF

CONCORD, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA
A Resolution Authorizing the Executive Director to
Disburse $550,000 in Funds and Execute All
Attendant Documents and Agreements for Fiscal
Year 2026/27 Funding on Behalf of the
Concord/Pleasant Hill Health Care District (Subject
to District Counsel Approval); Accept and
Appropriate $525,000 from Concord/Pleasant Hill
Health Care District Fund 530 Grant Funds; and
Accept and Appropriate $25,000 from John Muir
Health for Administration of the Program
Resolution No. 26-XX
/
WHEREAS, the Concord/Pleasant Hill Health Care District (“CPHHCD”) is funded primarily by property tax revenues; and
WHEREAS, CPHHCD funding is allocated to improve the health of people and communities within the CPHHCD by funding needed health programs; and WHEREAS, as further described in the accompanying staff report, $550,000 is allocated in grant funding for FY 2026/27 for health programs and program administration; and WHEREAS, CPHHCD has determined that the expenditures of these funds is necessary to improve health access and promote healthy lifestyles.

NOW, THEREFORE, THE CONCORD/PLEASANT HILL HEALTH CARE
DISTRICT BOARD DOES RESOLVE AS FOLLOWS:

Section 1. Pursuant to the California Environmental Quality Act of 1970, Public Resources Code §21000, et seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively “CEQA”), the allocation of CPHHCD funds supporting community health programs to at-risk populations constitute a “project,” within the meaning of Public Resources Code Section 21065 and CEQA Guidelines Sections 15060(c), 15061(b), and 15378 because there is no potential that the activity will result in a direct or reasonably foreseeable indirect physical change in the environment. Moreover, even if this were determined to be a “project” for CEQA analysis, this activity falls within the "common sense" CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with Attachment 1

Res. No. 26-XX 2
certainty that there is no possibility that the activity in question may have a significant effect on the environment” and is statutorily exempt pursuant to CEQA Guidelines Section 15273 as it includes fiscal activities that do not involve a commitment to a specific project. Therefore, no further environmental review is warranted. This determination reflects the City’s independent judgment and analysis.

Section 2. That the City Manager sitting as the Executive Director is authorized to disburse funds and execute all attendant documents and agreements (subject to District Counsel approval), consistent with the Board of Director’s designation and approval of the programs, activities and projects to be undertaken during FY 2026/27 as designated in Exhibit A of this Resolution, entitled Concord/Pleasant Hill Health Care District FY 2026/27 Funding Recommendations.

Section 3. That the Executive Director is authorized to accept and appropriate $525,000 from Concord/Pleasant Hill Health Care District Funds 530 grant funds, and accept and appropriate$25,000 from John Muir Health for administration of the program.

Section 4. This resolution shall become effective immediately upon its passage and adoption. //
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Res. No. 26-XX 3
PASSED AND ADOPTED by the Board of Directors of the Concord/Pleasant Hill Health Care District on May 26, 2025, by the following vote:

AYES: Board members -
NOES: Board members -
ABSTAIN: Board members -
ABSENT: Board members -
I HEREBY CERTIFY that the foregoing Resolution No. 26-XX was duly and regularly adopted at a regular meeting of the Concord/Pleasant Hill Health Care District Board of Directors on May 26, 2026
__________________________________
Laura Nakamura, Chair
Concord/Pleasant Hill Health Care District
Joelle Fockler, MMC, Secretary
Concord/Pleasant Hill Health Care District
APPROVED AS TO FORM:

Susanne Meyer Brown
District Counsel
Attachment: Exhibit A –Concord/Pleasant Hill Health Care District FY 2026/27 Funding Recommendations

Agency Program Funding Request Ranking Funding Recommendation 1 Eden Council of Hope
and Opportunity (ECHO)
Tenant/Landlord Sevices -
State Requirement $10,000 N/A $10,000
2 Eden Council of Hope
and Opportunity (ECHO)
Fair Housing - Federal
Requirement $10,000 N/A $10,000
3 Monument Crisis Center
Building a Healthy PHC
Community for Low Income and
At Risk Neighbors
$30,000 98.25 $30,000
4 Planned Parenthood
Shasta Diablo Inc. DBA
Planned Parenthood
Northern California
PPNorCal’s Community Health
Worker Program: Promoting
Accessible, Inclusive Health Care in
Concord and Pleasant Hill
$40,000 94.00 $30,000
5 Contra Costa Health
Services - Health,
Housing, and Homeless
Services
Coordinated Outreach, Referral
and Engagement (CORE)
Program
$13,650 91.40 $13,000
6 Meals on Wheels
Contra Costa, Inc.

Meals for Concord/Pleasant Hill
Homebound Elders $20,000 91.00 $20,000
7 Food Bank of Contra
Costa and Solano
Kids Nutrition On Weekends (K-
NOW) $15,000 90.80 $15,000
8 Meals on Wheels Diablo
Region
Cultural Cuisine $20,000 90.40 $20,000
9 Contra Costa Crisis
Center
Health & Wellness 24-7 $16,000 90.20 $16,000
10 White Pony Express Food Rescue Hero $30,000 89.25 $20,000 11 Food Bank of Contra
Costa and Solano
Community Produce Program $15,000 89.20 $15,000
12 Meals on Wheels Diablo
Region
Care Management $13,000 89.20 $13,000
13 Dentists on Wheels at
St. Vincent de Paul Dental Assistant $15,020 88.80 $15,000 14 Empowered Aging Long-Term Care Ombudsman
Program of Contra Costa County $12,150 88.80 $12,000
15 Meals on Wheels Diablo
Region
Senior Total Health Management
Initiative $13,000 88.40 $13,000
16 RotaCare Bay Area, Inc. RotaCare Concord Free Medical Clinic $20,000 88.20 $20,000
17 Trinity Center Walnut
Creek
Trinity Center- Day Shelter $25,000 87.80 $25,000
18 Contra Costa Family
Justice Alliance
Family Justice Center $20,000 87.00 $20,000
19 Dentists on Wheels at
St. Vincent de Paul Dental Supplies $15,020 86.20 $15,000 20 Dentists on Wheels at
St. Vincent de Paul Dentist $16,000 85.60 $16,000
21 Bay Area Crisis Nursery Crisis Nursery Services $20,000 85.20 $20,000 22 STAND! For Families
Free of Violence
Central County Domestic
Violence Emergency Response
Team
$12,800 84.80 $12,000
23 We Care Services for
Children
Expansion of Mental Health
Services $25,000 84.75 $20,000
24 Pleasant Hill Senior
Center
CC Café Senior Nutrition
Program $20,000 84.40 $20,000
25 Lions Center for the
Visually Impaired
Independent Living Skills and
Socialization for Blind and
Visually Impaired Adults
$10,000 83.20 $10,000
26 AgLantis
Growing Health: Increasing
Access to Fresh Produce for
Vulnerable Populations in
Concord and Pleasant Hill
$10,000 83.00 $10,000
CPHHCD Grant Committee FY 2026/27 Funding Recommendations Exhibit A to Attachment 1

27 Monument Impact Monument Moves $10,000 82.20 Not Funded 28 Opportunity Junction Healthcare Career Pathway
(HCP) Program $17,000 82.20 Not Funded
29 Cancer Support
Community San
Francisco Bay Area
Support Services for Cancer
Patients and Families $20,000 80.60 Not Funded
30 Mt. Diablo Unified
School District
CARES Expanded Learning
Program $50,000 80.20 Not Funded
31 18 Reasons
Free Food Support & Nutrition
Education for Low-income
Families
$30,000 80.00 Not Funded
32 Child Advocates of
Contra Costa County
(formerly CASA)
Court Appointed Special
Advocates (CASA) Program $20,000 80.00 Not Funded
33 Rainbow Community
Center of Contra Costa
County
HIV/LGBTQIA+ Senior Program $15,070 79.40 Not Funded
34 La Clinica de La Raza,
Inc.

Healthy Body + Healthy
Mind $56,350 78.25 Not Funded
35 Choice in Aging Emergency Assistance
Fund $10,000 74.00 Not Funded
36 Growing Health Kids
Growing Healthy Kids:

Outdoor Garden &
Nutrition at School
$35,100 73.80 Not Funded
37 Fred Finch Youth &
Family Services
Mental Health Care for
Youth through Fred
Finch’s Contra Costa
School Based Services
$50,000 72.20 Not Funded
38 CoCoKids, INC. Road to Health $25,000 71.00 Not Funded 39 First 5 Contra Costa Developmental Playgroups $70,765 70.80 Not Funded 40 Bay Area Community
Resources
Monument First 5 Center
Healthy Families Wellness
Program
$20,566 69.60 Not Funded
41 The Remix Racing
Project Remix Recover $14,975 66.00 Not Funded
42 Futures Explored, Inc. Future Fit $50,000 65.20 Not Funded 43 Youth Homes, Inc.

Trauma Focused -
Cognitive Behavioral
Therapy TF-CBT Training
for Service Providers
$10,000 57.40 Not Funded
$971,466 Total Funded $440,000Total Requests

Staff Report
Date: May 26, 2026
To: City Council Sitting as the Local Reuse Authority
From: Valerie J. Barone, City Manager
Prepared by: Guy Bjerke, Director of Economic Development and Base Reuse [email protected]
(925) 671-3076
Subject: Considering the approval of 13 Professional or Legal Services Agreements (Agreements) for various consultant services for the Local Reuse Authority’s (LRA) work related to the
redevelopment of the former Concord Naval Weapons Station (CNWS) for a total not-to-exceed amount of $3,732,170 through March 31, 2027; and authorizing the Executive Director of the LRA to execute the agreements in a form acceptable to the City Attorney. (Funded through Reimbursement Agreement
Deposits to LRA by BCUS Acquisitions LLC (Brookfield))
CEQA: Not a project/exempt under Public Resources Code
Section 21065, California Environmental Quality Act (CEQA) Guidelines Sections 15060(c), 15061(b)(3), and/or 15378.

Report in Brief
The Local Reuse Authority (LRA) has several primary responsibilities:

1. Oversees work related to the transfer of former Concord Naval Weapons Station property from the U.S. Navy to local recipients;

2. Monitors the Navy’s clean-up of contaminated parcels;

3. Obtains site-wide environmental permits from resource agencies;

4. Assists and supports the Master Developer on the writing of and coordination with the Infrastructure Master Plan and Specific Plan; and

5. Manages the environmental analysis used to determine appropriate mitigations for project impacts.

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City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026
These responsibilities are carried out by both city staff and outside professional consultants working on behalf of the LRA.

The LRA work is now carried out subject to the BCUS Acquisitions LLC (Brookfield) Exclusive Agreement to Negotiate (ENA) and an administrative reimbursement agreement between the LRA and Brookfield to fund the next (Development and Disposition Agreement (DDA)) Stage of work (including the Specific Plan/EIR).

Staff is currently moving forward with the third year of contracts and budgets based on Brookfield’s anticipated initial focus for Year Three of the project including:

1. Negotiation and preparation of the EDC Memorandum of Understanding (MOA) with the Navy;

2. Study and preparation of the grading and infrastructure network in preparing an infrastructure master plan to inform the Draft Specific Plan;

3. Preparation of the Draft Specific Plan;

4. Continued resource permitting and re-engagement with the regulatory authorities; and

5. Remediation monitoring.

Community engagement, of equal importance, will be led by Brookfield consultants and supported by City staff.

The 13 Agreements covered in this staff report are summarized in Table 1. These agreements are focused on specific activities (i.e. EDC MOA negotiation, Infrastructure Master Plan support, Remediation monitoring, Site-wide Resource Permitting) necessary to keep forward momentum through the DDA Stage of the project, as outlined in the Exclusive Agreement to Negotiate (ENA). A summary of the scopes of work for each consultant is found under the Analysis section of this report. The source of the funding for these agreements will come from Brookfield for the period commencing April 1, 2026, and extending through March 31, 2027. Staff anticipates returning to Council every March with future agreements for subsequent years.

Recommended Action
Approve the 13 Agreements as listed in Table 1 (found in Analysis); authorize the Executive Director of the LRA to execute the Agreements in a form acceptable to the City Attorney; and make the CEQA determinations as provided in this staff report.

Background
For ease of tracking for the public and the council, LRA staff has consolidated the proposed new Agreements into one staff report. This format provides a comprehensive overview of the LRA’s planned work for the remainder of Fiscal Year 2025-26 (April 1 –

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026
June 30), and the first nine months of Fiscal Year 2026-27, a total one-year period, representing Year 3 of the DDA Stage of the project.

Staff is not “rolling over” unspent balances as of March 31, 2026, from existing contracts or amending existing agreements to extend their term. Rather, the Agreements under review this evening, are new agreements focused on specific work scopes to support the Year Three work of the DDA Stage of the project and continue with LRA responsibilities which will be reimbursed by Brookfield. The term of each agreement started on April 1, 2026, and ends on March 31, 2027.

All of the consulting teams included in these Agreement requests have demonstrated expertise in their field and a familiarity with the Reuse Project’s goals and objectives.

Table 1 provides a consolidated list of consultants who have provided:

1. Their focused work scope description;

2. The budgeted “not to exceed” contract amounts through March 31, 2027; and

3. Rate sheets or detailed project budget with rates and an estimate of hours.

Please note that Table 1 only lists the proposed Agreement expenditures for the LRA and does not include staff time and other components of the LRA Project budget.

Contracts with each consulting firm are attached to this staff report (Attachments 1-13).

A comprehensive summary of Project spending, known as the Program Report is found in the Program Reports Folder in the Document Library of the Concord Reuse Project website found here: https://concordreuseproject.org/DocumentCenter. The Program Report of expenditures, dated December 2025, uploaded January 31, 2025, is the most recent document.

Analysis
The following are summaries of work to be performed by the LRA’s consultant team in FY 25-26 (April thru June), and FY 26-27, (through March 31, 2027) under the proposed Agreements for a total one-year period. Table 1 reflects each consultant’s work and estimated costs from April 1, 2026, to March 31, 2027. Each consultant’s scope of work is included within their Agreement found in the attachments to this staff report.

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026
Table 1

1. ALH Economics
ALH provides financial modeling analysis in support of property transfer from the Navy and preliminary assessment and input on financial impact from any policy changes to the Area Plan.
• Review of project financing structure, including fiscal impact reports to assess fiscal neutrality. Additionally, review of proposed EIFD’s, CFDs, or similar financing mechanisms to ensure market-based assumptions and to determine if they will have neutral impact on City’s General fund for construction and ongoing maintenance.
• Crafting a participation schedule for the Navy and evaluating impact of Navy participation on the project’s financial performance.
• Review financial impacts from proposed changes to the Specific Plan or Infrastructure Master Plan and evaluate Disposition and Development Agreement terms for financial impact to the project and City. (Funding: Brookfield). Not to exceed amount - $36,000

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026

2. Burke Williams & Sorensen
Burke Williams & Sorensen provides legal counsel regarding transactions and agreements between the LRA, Master Developer and collaborating agencies. • Refine Term Sheet for Disposition and Development Agreement (DDA) and statutory Development Agreement in light of new information. • Negotiate and draft DDA between City/LRA and Brookfield • Negotiate and draft statutory Development Agreement with Brookfield • Review and comment on Infrastructure Master Plan, including providing input on phasing requirements to ensure timely delivery of key items of infrastructure and community benefits. Coordinate with City’s bond counsel and financial advisors to address requirements for formation of one or more EIFDs, IFDs and/or CFDs.
• Review and comments on FOSTs, Land Use Covenants, and Navy’s CERCLA and Section 330 related covenants in Navy conveyance deeds. Provide input as requested in connection with City’s procurement of pollution legal liability insurance and related environmental liability policies. • Assist City and its BRAC counsel, in negotiating and drafting the EDC MOA between City and Navy, including ensuring consistency between financial profit participation waterfall provisions in DDA and the EDC MOA. • Advice on any related matters as directed by LRA from time to time. (Funding: Brookfield). Not to exceed amount - $660,000

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026

3. Environmental Risk Services Corporation (ERS)
ERS provides analysis and review of property remediation projects and future insurance requirements.
• Develop and support City with environmental and strategic considerations of the Infrastructure Master Plan including remedial requirements, environmental data overlays, land use controls, soil management plans and construction support requirements, future monitoring requirements, and suitability for development in discussions with the City, Brookfield and regulatory agencies. • Provide transfer and regulatory support to City for transfer agreements and negotiations with Navy and State and Federal regulators and review regulator correspondence and comments from multiple agencies.
• Review and comment on environmental reports prepared by the Navy and their consultants.
• Provide support to City for risk evaluation, mitigation and liability management for environmental, engineering and conveyance issues.
• Provide environmental and risk management support to the City for negotiation of the EDC agreement with the Navy.
(Funding: Brookfield). Not to exceed amount - $235,000

4. ESA
ESA provides analysis and conceptual design of hydrology issues, i.e. wetlands, creek restoration, storm water or flood water detention.
• Support development of Infrastructure Master Plan and coordinate regarding any areas of overlap between the project area and flood management and creek restoration efforts of the City.
• Provide review, input and analysis (e.g., flood capacity modeling of Mt. Diablo Creek) with respect to potential impact of bridges and infrastructure on creek corridor resources and flood conveyance capacity, and need for regional flood detention and flood management facilities within the Project area to manage and avoid flood impacts.
• Geomorphic, hydrology and hydraulic analyses and development of engineering plans for the Mount Diablo Creek corridor and regional flood detention basins to support the application for natural resource permitting. • Initiate design development plans related to the regional Mt. Diablo Creek channel and flood detention basin design and related hydrologic and hydraulic modeling and analysis.
(Funding: Brookfield). Not to exceed amount - $561,294

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026

5. Garrity & Knisely
Garrity & Knisely provides legal counsel regarding BRAC related property transfer and property remediation issues.
• Resource permitting requirements will need to be coordinated with provisions in the Term Sheet and EDC MOA and the Reciprocal Easement Agreement may have to be expanded or refined to cover certain permitting and utility-related obligations assumed by the City.
• Review of remediation issue impacts for development, coordination with mitigation purposes and close coordination with Navy, federal and state regulators.
• Advice regarding remediation issue impacts on Project EDC negotiations and Resource Permitting.
• Negotiation of the Term Sheet, EDC MOA and Deed and finalization of the EDC application for approval by the Navy.
• Advice on any related matters as directed by LRA from time to time. (Funding: Brookfield). Not to exceed amount - $80,000

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026

6. HR&A Advisors
HR&A Advisors provides financial advice regarding the negotiation of deal structure and terms between the LRA, BCUS & Navy.
• Assist City team and BCUS to present and discuss project pro forma with Navy. • Review, comment on draft fiscal impact report prepared by consultants to Brookfield, including meetings with City team and participate in meetings about the Community Facilities Districts (CFD) and Enhanced Infrastructure Financing Districts (EIFD) public financial assistance proposed by BCUS to help finance development of the project to achieve City fiscal neutrality requirements. • Assist City to present and discuss project pro forma with Navy representatives. • Review and participate in negotiations for the Economic Development Conveyance MOA with Navy.
• Monitor preparation of the Specific Plan, EIR and DDA/DA for impacts on the project pro forma.
• Advice on any related financial matters as directed by LRA from time to time. (Funding: Brookfield). Not to exceed amount - $79,800

7. H.T. Harvey & Associates
H.T. Harvey provides analysis, review and advice regarding biological resources and site wide regulatory permitting.
• Assist City with development of the Specific Plan, Infrastructure Master Plan, and CEQA matters by participating in meetings, providing written guidance and feedback, and reviewing materials related to biological resources and mitigation needs.
• Assist with natural resources permitting issues, coordinate with California Department of Fish and Wildlife regarding permitting activities, i.e., Incidental Take Permit (ITP), input on mitigation for wetland, stream and riparian mitigation plans, and assist City in planning for off-site mitigation for listed species. (Funding: Brookfield). Not to exceed amount - $477,176

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Agenda Item No. 4.n
May 26, 2026

8. Integral Consulting
Integral Consulting provides analysis, review and advice regarding biological resources and site wide permitting, in particular with respect to wetlands and will focus on completion of agency negotiation and permitting.
• Regulatory planning and support to confirm current site conditions and Development of project strategies for attaining required regulatory permits and consultation and coordination with California Department of Fish and Wildlife permitting activities (ITP), USACE, and RWQCB for development of final mitigation strategies, based on Developer’s engineering and layout of project. • Prepare a re-verified jurisdictional determination map (USACE, RWQCB) to confirm updated jurisdictional limits.
• Preparation of Mitigation and Monitoring Plan and a Long-Term Management Plan for the airfield mitigation site.
(Funding: Brookfield). Not to exceed amount - $496,800

9. Jarvis Fay
Jarvis Fay provides legal counsel regarding the preparation of the Infrastructure Master Plan and related documents.
• Provide land use advice in support of preparation of the Infrastructure Master Plan and phasing related to CNWS matters, to ensure delivery of key infrastructure and related community benefits. Review and provide advice on traffic studies, which will help form the basis for eventual mitigation programs. • Provide CEQA advice related to Concord Naval Weapon Station matters. • Advice on any related matters as directed by LRA from time to time. (Funding: Brookfield Properties). Not to exceed amount - $487,595

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026

10. PlaceWorks
PlaceWorks provides planning and project management support for all facets of the Reuse Project.
• Support Master Developer and City in review of the conceptual land use plan, infrastructure and phasing for consistency with the CRP Area Plan, stated industry best practices and provide assistance to City staff. • Participate in weekly meetings, assist in agency and stakeholder coordination and assist with preparation for City Council study sessions and public hearings, including preparation of progress reports and presentation materials, and additional items as requested.
• Assist LRA team with tracking and negotiating EDC related items to ensure they are carried through to the future Specific Plan and other related documents. (Funding: Brookfield Properties). Not to exceed amount - $50,000

11. Troutman Pepper Locke
Troutman Pepper Locke provides legal counsel regarding site wide natural resource permitting.
• Advice, support and direction in the preparation of natural resource permitting, implementation of the Biological Opinion and continued coordination for the 404/401 permitting, CESA take permit and a framework for a 1600 Agreement.

Advice for overall resource permitting efforts and overall strategy for implementing the Biological Opinion’s terms and conditions, including negotiating with outside agencies and coordinating resources permitting with master developer, finalizing a habitat mitigation plan and long-term funding agreements.
• Review of resource permitting issue impacts on Master Developer land use plans, as well as review of land use plan and potential impacts on ongoing permitting, and continued coordination and negotiation with the permitting authorities.
• Assist in EDC negotiations and terms that reflect and implement the parties’ role in the statewide permitting process, and responsibilities under sitewide natural resources permits and conditions.
• Advice on any related matters as directed by LRA from time to time. (Funding: Brookfield). Not to exceed amount - $329,400

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026

12. Kittelson and Associates, Inc.

Kittelson and Associates, Inc. provides transportation planning, analysis and project management support for all facets of the Reuse Project. • Review of Brookfield and their transportation consultant scope of work. • Peer review of transportation network alternatives to ensure consistency with 2010 Reuse Plan EIR and mitigation monitoring plan for all modes of transportation.
• Peer review of traffic analyses and anticipated mitigations as developed by the Master Developer’s traffic engineer to evaluate consistency with earlier assumptions.
• Review of parking alternatives and strategies to determine how it may affect vehicle trip generation. Attendance at community meetings, as needed. (Funding: Brookfield). Not to exceed amount - $132,000

13. Unico Engineering.

Unico Engineering will provide on‑call, as‑needed services directed by the City Engineer related to the Reuse Project.
• Provide professional consultation services related to development activities within the City, as determined and authorized by the City Engineer. • Perform services on an ad hoc basis, with level of effort scaling up or down in response to project milestones, workload demands, and Council-directed actions.
• Assist with planning, development, review, and execution of project-related documents and processes.
• Support preparation and/or review of Specific Plans, development agreements, utility agreements, land use entitlements, and regulatory permits. • Support coordination items involving the City, relevant federal agencies and/or landowners, and the Master Developer.
(Funding: Brookfield). Not to exceed amount - $107,105
Brookfield will be leading public engagement events leading up to and during the preparation of the Specific Plan with support from the City. Brookfield’s focus in this third year will be in 1) negotiating with the Navy an EDC MOA; 2) starting the preparation of the Specific Plan; 3) coordinating with the City on sitewide permitting and 4) continuation of remediation monitoring.

City Council Agenda Report
Agenda Item No. 4.n
May 26, 2026
With Brookfield’s assistance, the City will start with preparation of the Specific Plan and environmental analysis and document preparation, with that work starting in FY 2026-27. Public hearings for the draft and final documents are anticipated during FY 2028-29.

Financial Impact
The 13 proposed Agreements total $3,732,170 for services through March 31, 2027.

These contracts will be funded based on the administrative Reimbursement Agreement between the LRA and Brookfield.

Environmental Impact
Pursuant to Public Resources Code Section 21065, California Environmental Quality Act Guidelines Sections 15060(c), 15061(b)(3), and/or 15378, Council action on each these items is not subject to environmental review under the California Environmental Quality Act (CEQA) of 1970, as amended, as it does not constitute a “project,” does not commit the City to a definite course of action, does not constitute discretionary approval of a specific project, and will not result in a direct or reasonably foreseeable indirect physical change in the environment, and in the alternative is exempt from CEQA as it falls within the “common sense” exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” This determination reflects the City’s independent judgment and analysis.

Public Contact
The City Council Agenda was posted.

Attachments

1. Professional Services Agreement with ALH Urban & Regional Economics

2. Legal Services Agreement with Burke, Williams & Sorensen, LLP

3. Professional Services Agreement with Environmental Risk Services Corporation

4. Professional Services Agreement with Environmental Science Associates (ESA)

5. Legal Services Agreement with Garrity and Knisely

6. Professional Services Agreement with HR&A Advisors, Inc.

7. Professional Services Agreement with H. T. Harvey & Associates

8. Professional Services Agreement with Integral Consulting

9. Legal Services Agreement with Jarvis, Fay & Gibson, LLP

10.Professional Services Agreement with PlaceWorks

11.Legal Services Agreement with Troutman Pepper Locke LLP

12.Professional Services Agreement with Kittelson and Associates, Inc.

13.Professional Services Agreement with Unico Engineering, Inc.

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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on May 26, 2026 between the City o f Concord, a California municipal corporation, ("CITY") and ALH Urban & Regional Economics (ALH), Sole Proprietorship
, 2239 Ore gon Street, Berkeley, CA 94705 (“CONSULTANT”).

THE PARTIES ENTER THIS AGREEMEN T based upon the following facts, u nderstandings and intentions:

The CITY desires t o contract with CONSULTANT t o provide t he professional se rvices described in Section 2 of
this Agreement, upon the t erms and conditions he reinafter set forth.

NOW,
THEREFORE, I N CONSIDERATI ON of the mutual c ovenants and p romises of t he parties herein co ntained, t he parties hereto agree as f ollows:

1. TERM. This Agreement shall commence on April 1 , 2026 and expire on March 3 1, 2027.

2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's Authorized Representative, CONSULTANT shall perf orm the services described in det a il in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to t he projects and undertakin g
s contemplated by this A greement.

3. PAYMENT.

The compensation t o be paid to CONSULTANT including payme nt fo r professional
services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no event shall the amount CITY pays CONSULTANT exceed Thirty-Six Thousa nd dollars ($36,000) for the term of this Agreement. Any Amendment to this Agreement that includes an increase to
this compensation amount shall be made in accordance with Section 5 below.

CONSULTANT may submit monthly statements for services rendered ; all statements sha ll include adequate doc
umentation demonstrating work performed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that
meets all requirements of this Agreement. Payme nt by CITY shall not be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the time of payment.

Attachment 1

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4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse Department. The CONSULTANT’s authorized representative is Amy L.

Herman, Principal.

5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such s ervices.

A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section

3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.

CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.

6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers,

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officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.

CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.

As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessmen ts now or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .

7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.

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Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.

9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans , specifications, maps, estimates, reports, manuscripts, drawing s, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without re striction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]

10. INDEMNIFICATION.

A. For Design Professional Services Only. Pursuant to California Civil Code

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Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertai n to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.

11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.

13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and

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reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.

14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.

16. CONFLICT OF INTEREST.

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A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of
CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT :
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.

18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other

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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
//
//

22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.

24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To
CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse Department
City of Concord

1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]
To CONSULTANT: Amy L. Herman ,
Principal

ALH Urban & Regional Economics (ALH)
2239 Oreg on Street
Berkeley, CA94705
Phone: (510)839-1742
Email: [email protected]

25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have

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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.

CONSULTANT CITY OF CONCORD
, a Municipal
Corporation
By:_________________________________ By:______________________________

Name: Amy L. Herman Name:

Valerie J. Barone
Title: Principal Title City Manager
Address: 2239 Oreg on Street Address: 1950 Parkside Drive Berkeley,CA 94705 Concord, CA 94519
Telephone: (510)839-1742 Telephone: (925) 671-3150
Email: [email protected]
APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown
Joelle Fockler, MMC
City Attorney City Clerk
FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED

DURING THE CURRENT FISCAL YEAR
2025/2026 TO PAY THE ANTICIPATED
EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $36,000. Account Code 4029500C999-63800/4022721211-63800.

Finance Director's Signature

ALH Urban & Regional Economics Scope of Work – Years 3 to 5 (April 2026 to March 2029) Tasks 3.1, 4.1, and 5.1- Specific Plan
As the Specific Plan process is initiated, review the stable project description and, if there are significant changes, assess the impact of the stable project description on the Project’s fiscal impact and/or financial feasibility as requested by the LRA team. Feedback regarding the impact of the changed project description would be provide in either written (email or memo) or oral form. Review the draft Specific Plan to assess any additional changes in the project description and potential impacts on fiscal neutrality and/or financial feasibility as requested by the LRA team Tasks 3.2, 4.2, and 5.2 - Infrastructure Master Plan
Review impacts of any proposed changes to financing mechanisms (EIFDs, CFDs, etc.) on the City’s General Fund. Review any updated fiscal impact reports prepared on behalf of the Master Developer to assess fiscal neutrality.

Tasks 3.5, 4.5, and 5.5 - Disposition and Development Agreement (DDA) Negotiations Work tasks include continuing to review the Master Developer’s financial pro forma for reasonableness, accuracy, market feasibility, and internal consistency
as various pro forma components are updated. This
review includes both vertical (building) and horizontal (infrastructure) components, and includes assumptions related to phasing, appreciation/inflation, financing, etc. The pro forma infrastructure costs will be compared to updated third-party budgets. Updated supporting market studies and other documents related to the pro forma will also be reviewed. Additionally, consultants will review and provide input to draft term sheet and DDA documents.

Tasks 3.9, 4.9, and 5.9 - Economic Development Conveyance Negotiations Work tasks include supporting the LRA team with respect to negotiations with the Navy related to the Economic Development Conveyance and supporting documents (MOA, etc.), and evaluating the impact of Navy participation on the project’s financial performance. Th ese tasks also include review of the
Master Developer’s updated pro forma to ensure consistency with Navy term sheet deal points, interacting with the Navy’s financial consultants in their ongoing review of the pro forma, and participating in Teams calls between the City, Master Developer, and Navy.

EXHIBIT “A”

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EXHIBIT “B”
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work b y CONSULTANT, their agents,
representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily
injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.

3. Professional Liability Coverage (Errors and Omissions).

CONSULTANT shall maintain
professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensatio
n Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers.

Any insurance, risk
pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this
Section in all such subcontracts as obligations of the subcontractor.

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AGREEMENT FOR LEGAL PROFESSIONAL SERVICES
THIS AGREEMENT is entered into on April 1, 2026 (“EFFECTIVE DATE”) by and between the City of Concord ("CITY"), and Burke, Williams & Sorensen, LLP, 1999 Harrison Street, Suite 1650, Oakland, CA 94612 ("CONSULTANT").

WHEREAS, CITY requires the assistance of outside legal counsel to perform legal advisory and litigation services for CITY.

WHEREAS, CITY desires to contract with CONSULTANT f or provision of such specialized legal expertise and services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements subject to the terms and conditions set forth herein, the parties agree as follows:

1. Scope of Work.

A. CONSULTANT shall assist and represent the CITY in all matters, including but not limited to, the following:

1. Review Term Sheet for Disposition and Development Agreement (DDA) and statutory Development Agreement in light of new information.

2. Negotiate and draft DDA between City/LRA and Brookfield

3. Negotiate and draft statutory Development Agreement with Brookfield

4. Review and comment on Infrastructure Master Plan, including providing input on phasing requirements to ensure timely delivery of key items of infrastructure and community benefits. Coordinate with City’s bond counsel and financial advisors to address requirements for formation of one or more EIFD’s, IFD’s, and/or CFDs.

5. Review and comments on FOST s, Land Use Covenants, and Navy’s CERCLA and Section 330 related covenants in Navy conveyance deeds.

Provide input as requested in connection with City’s procurement of pollution legal liability insurance and related environmental liability policies.

6. Assist City and its BRAC counsel, in negotiating and drafting the EDC MOA between City and Navy, including ensuring consistency between financial profit participation waterfall provisions in DDA and the EDC MOA.

7. Advice on any rel ated matters as directed by LRA from time to time .

B. CONSULTANT shall obtain prior CITY approval for the retention of any subconsultants and/or expert witnesses.

Attachment 2

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28 2. Term. The term of this Agreement shall be from the EFFECTIVE DATE, set forth above until March 31, 2027, or unless otherwise terminated by either party in accordance with the terms of this Agreement, subject to available funds.

3. Consideration. As full consideration for the work to be performed by CONSULTANT, CITY shall pay CONSULTANT based upon the hourly rates for its attorney(s) assigned to assist CITY to be paid upon submission and approval of invoices. The hourly rates are as follows:

Reimbursable
• Partner- $590
• Associate - $ 535
• Paralegal - $335
Public Agency (Discounted)
• Partner- $480
• Associate - $ 425
• Paralegal - $285
CONSULTANT will bill time monthly on a straight hourly basis . CONSULTANT charges clients for actual costs for travel and other extraordinary expenses such as courier services and express mail, but does not separately charge for long -distance telephone calls, copying, postage, etc., adding instead for these itemized charges a four percent (4%) administrative charge to the monthly billing.

For each matter or case for which CONSULTANT provides services during the period covered in each monthly billing, invoices shall include a separate cover letter identifying the total amount billed for each matter or case. As these cover letters will be subject to disclosure through the California Public Records Act (California Government Code §§ 6250, et seq.), CONSULTANT shall ensure that the case or matter descriptions used therein do not reflect CONSULTANT impressions, conclusions, opinions, or legal research or strategy.

The total amount paid to CONSULTANT pursuant to this Agreement shall not exceed Six Hundred Sixty Thousand Dollars ($6 60,000) through March 31, 2027 , without CITY’s express written authorization. If requested by CITY, the “not to exceed” amount described in this Paragraph 3 may be increased upon execution of an amendment setting forth the new “not to exceed” amount, all in

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28 accordance with Paragraph 14 of this Agreement.

4. Records. CONSULTANT shall maintain accounting records and other evidence pertaining to the cost incurred and shall make the records available to authorized representatives of CITY or other governmental agency or district authorized by CITY to inspect such records. These records shall be available at all reasonable times during the Agreement period and for four (4) years from the date of final payment for work performed hereunder.

5. Key Personnel. All of the services required hereunder shall be performed by CONSULTANT or under his/her/its supervision, and all personnel engaged in the work shall be fully qualified to perform such services. Any change in the key personnel shall be subject to the written approval of CITY. The following are the key personnel for the subject of this Agreement:

Gerald J. Ramiza, Esq.

Burke, Williams & Sorensen, LLP

6. CITY-Authorized Representative. An authorized representative shall represent CITY in all matters pertaining to the services rendered by CONSULTANT under this Agreement. All documents and requests for information shall be submitted through this representative and CITY will cooperate with CONSULTANT in all matters relating to this Agreement in such manner as will result in the performance of such work without delay. The CITY-authorized representative is the City Attorney.

7. Termination.

A. Either party may terminate this Agreement at any time, without cause, upon seven (7) days ’ notice of discontinuance and termination of said Agreement given in writing. Such notice shall be sufficient and complete when same is deposited in the United States mail, first class postage prepaid, to the address shown in the paragraph herein concerning notice.

B. CITY may at any time, at its discretion, abandon or suspend any portion of work to be done under the terms of this Agreement.

C. In the event of CITY's abandonment or suspension of CONSULTANT's work under this Agreement, or in the event of the termination of this Agreement, CONSULTANT shall stop work at the stage directed by CITY and shall deliver to CITY all reports, pleadings, discovery, and file

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28 materials relating to the work described in Paragraph 1 above . At the discretion of CITY, CONSULTANT shall also cancel all orders for goods or services connected with this Agreement which have not been delivered or received,

8. Equal Opportunity Assurance. During the performance of this Agreement, CONSULTANT agrees as follows:

A. CONSULTANT will not discriminate against any employee or applicant for employment because of race, sex, creed, physical handicap, color, sexual orientation, or national orig in.

CONSULTANT will take affirmative action to ensure that employees are treated equally without reg ard to race, gender, creed, physical handicap(s), color, sexual orientation, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment adv ertising; layoffs and terminations, rates of pay or other forms of compensation; and selection for training, including apprenticeship. CONSULTANT agrees to post, in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

B. In the event of CONSULTANT's noncompliance with the nondiscrimination clause of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part.

9. Insurance. CONSULTANT shall, at its own expense, procure and maintain in full force at all times during the term of this Agreement the following insurance:

A. Commercial General Liability Coverage . CONSULTANT shall maintain commercial general liability insurance with limits of no less than O ne Million Dollars ($1,000,000) combined single limit per occurrence or T wo Million Dollars ($2,000,000) aggregate limit for bodily injury, personal injury, and property damage.

B. Automobile Liability Coverage . CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

C. Professional Liability Coverage (Errors and Omissions) . CONSULTANT

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28 shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than One M illion Dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

D. Compliance with State Workers' Compensation Requirements .

CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq. CONSULTANT shall, at all times, upon demand of the City, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its o fficers, officials, employees and volunteers for losses arising from work performed by CONSULTANT for CITY. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

E. Other Insurance Provisions . The policies are to contain, or be endorsed to contain the following provisions:
(1) Additional Insured. CITY, its officers, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CON SULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt noti ce to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer. (2) Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

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28 (3) Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, employees, or volunteers.
(4)
Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement.

The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. S uch policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

10. Indemnification.

A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CI TY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services.

CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injuries, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.

11. Independent Contractor. CONSULTANT is an independent contractor retained by CITY to perform the work described herein. All personnel employed by CONSULTANT, including

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28 subcontractors and personnel of said subcontractors approved by CITY, are not and shall not be deemed to be employees of CITY. CONSULTANT and approved subcontractors shall comply with all State and Federal laws pertaining to employment and compensation of their employees or agents, including the provision of Workers' Compensation. CITY shall not, under any circumstances, be liable to CONSULTANT or any person or persons acting for him/her/it for any death, injury, or property destruction or damage received or claimed relating to or stemming from the activities undertaken pursuant to this Agreement.

12. Notice. All notices required herein shall be sent via First Class U.S. Mail with postage prepaid thereon to the parties as follows:

To CITY: Susanne Meyer Brown, Esq .

City Attorney
City of Concord
1950 Parkside Drive MS/08
Concord, CA 94519

To CONSULTANT: Gerald J. Ramiza, Esq.

Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612

Notices shall be deemed effectively served upon deposit in the United States Mail.

13. Assignment. CITY is entering into this Agreement in consideration of the rendition of the services required herein by CONSULTANT. CONSULTANT shall not assign any of the duties, responsibilities, or obligations of this Agreement to any other firm, company, entity, or individual, except with the express written consent of CITY. Nothing set forth in this paragraph shall preclude CONSULTANT from assigning any of the monies due and owing to him/her/it from CITY.

14. Amendment. This Agreement may be amended, modified, or changed by the parties provided that said amendment, modification, or change is in writing and approved by both parties.

15. Entire Agreement. This Agreement contains the entire agreement between the parties hereto. No promise, representation, warranty, or covenant not included in the Agreement has been or is relied upon by any party hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year written

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28 above.

CONSULTANT:

Burke, Williams & Sorensen, LLP

By: ____________________________________________
Name: Gerald J. Ramiza, Esq.

Title: Partner

CITY OF CONCORD

By: ____________________________________________
Susanne Meyer Brown, City Attorney

4906-6382-3004 v1
Direct No.: 510.273.8723
Our File No.: 05685.0044
[email protected]
Los Angeles – Inland Empire – Marin County – Oakland – Orange County – Palm Desert – San Diego – San Francisco – Silicon Valley – Ventura County 1999 Harrison Street - Suite 1650
Oakland, California 94612- 3520
voice 510.273.8780 - fax 510.839.9104
www.bwslaw.com
May 18, 2026

VIA E-MAIL
Guy Bjerke [[email protected]]
Director, Economic Development & Base Reuse
City of Concord
1950 Parkside Drive, MS/56
Concord, CA 94519
Suzanne Schwab [[email protected]]
Associate Principal
Placeworks
2040 Bancroft Way, Suite 400
Berkeley, California 94704
[email protected]
Re:

BWS Updated Budget for Brookfield CNWS Project through March 1, 2029 Dear Guy & Suzanne:

I’m writing in response to your March 17th email requesting an updated budget for Burke Williams & Sorensen LLP’s work on the Brookfield Concord Naval Weapons Station project for Project years 3, 4, and 5 - April 1, 2026 through March 31, 2029.

Consistent with our prior budget projections, I anticipate BWS’ work will focus on four budgeting areas: DDA Negotiations , including statutory Development Agreement (DA); Infrastructure Master Plan, particularly financing elements; Remediation Monitoring, including FOST, LUC and Navy Deed CERCLA covenant review ; and EDC MO A Negotiations.

Detailed scopes of work for each of the four categories are set forth in Attachment 1. In preparing this budget I have assumed (i) City, Brookfield, and Navy will focus on expedited negotiation and drafting of the EDC MOA in year 3 and complete that work in year 4; (ii) City and Brookfield will begin
negotiation and drafting of the DDA and
DA and preparation of the Specific Plan and EIR in year 3 and continue working on these items in year 4; and (iii) City and Brookfield will complete the Specific Plan an d EIR in year 5 with refinements to the DDA, DA, and EDC MOA also occurring in year 5.

EXHIBIT “A”

4906-6382-3004 v1
Guy Bjerke
Suzanne Schwab
May 18
, 2026

As for our hourly rate structure, I have proposed increasing the hourly rates set forth in BWS’ existing Agreement for Legal Professional Services dated April 1 , 2025 by

3.1% (rounded to nearest $5) effective as of April 1, 2026, with further 3.0 % increases (rounded to nearest $5) on April 1, 2027, and April 1, 2028. Detailed BWS hourly rate breakdowns for the three budgeting time periods are shown on Attachment 2. The budgeted amounts shown on the excel spreadsheet are based on the assumption that the vast majority of our work will be billed at the higher “developer reimbursable” rates, as opposed to our lower non-reimbursable rates.

Finally, I h ave included as Attachment 3 the excel budgeting spr eadsheet w ith proposed budgeted amounts inserted in the relevant BWS work-related cells.

Please let me know if you have any questions regarding our proposed scope and budget.

Sincerely,

BURKE, WILLIAMS & SORENSEN, LLP
Gerald J. Ramiza
Partner
GJR:hc
Attachments
: BWS Scope of Work
BWS Rate Schedule
Excel Budgeting Spreadsheet
cc (via email): Susanne Brown, City Attorney [[email protected]]

Attachment 1
4906-6382-3004 v1
ATTACHMENT 1

BWS SCOPE OF WORK

1. DDA Negotiations
• Refine Term Sheet for Disposition and Development Agreement (DDA) and statutory Development Agreement (DA)
in light of new information gleaned from
EDC MOA negotiations and infrastructure master planning work. • Negotiate and draft DDA between City/LRA and Brookfield. This includes negotiation and drafting of various DDA exhibits , some of which are complex agreements in their own right, including, among others, forms of assignment agreement, certificate of completion, public improvements implementation agreement, TDM/Concord circulator related agreements, affordable housing regulatory agreement, environmental indemnity, habitat and spec ies mitigation allocation and funding agreement, interim property lease, right of entry for
installation of backbone infrastructure, lender non- disturbance and attornment agreement, financial participation agreement, schedule of outside performance dates, reimbursement agreement for oversized improvements, and local employment enhancement program agreement.
• Negotiate and draft statutory Development Agreement (DA) including various ancillary exhibits between City and Brookfield setting forth Brookfield’s vested rights to develop the EDC property in accordance with City-approved specific plan and other entitlements and obligating Brookfield to deliver public benefit facilities and fund public benefit contributions all in accordance with terms to be set forth in the DA.

2. Infrastructure Master Plan
• Review and comment on
the Infrastructure Master Plan, including providing input on phasing requirements to ensure timely delivery of key items of infrastructure and community benefits. Coordinate with City’s bond counsel and financial advisors to address requirements for formation of one or more EIFDs, IFDs and/or CFDs.

3. Remediation Monitoring
• Review and comment on FOSTs, Land Use Covenants (LUCs), and Navy’s CERCLA and Section 330 related covenants in Navy conveyance deeds.

Provide

Attachment 1
4906-6382-3004 v1
input as requested in connection with City’s procurement of PLL and related
environmental liability policies.

4. EDC Conveyance Negotiations
• Assist City and
its BRAC counsel, Garrity and Knisely, in negotiating and drafting the EDC MOA between City and Navy , including ensuring consistency between financial profit participation waterfall provisions in DDA and the EDC MOU.

Attachment 2
4906-6382-3004 v1
ATTACHMENT 2
BWS HOURLY RATE SCHEDULE*
April 1, 2026 – March 31, 2027
Developer Reimbursable
Rates*
• Partner- $5
90 • Associate - $535
• Paralegal - $335
Public Agency (Discounted) Rates*
• Partner- $4
80 • Associate - $425
• Paralegal - $285
April 1, 2027– March 31, 2028
Developer Reimbursable Rates*
• Partner- $610
• Associate
- $550
• Paralegal - $345
Public Agency (Discounted) Rates*
• Partner- $4
95 • Associate - $440
• Paralegal - $295
April 1, 2028– March 31, 2029
Developer Reimbursable Rates*
• Partner- $6
30 • Associate - $565
• Paralegal - $355
Public Agency (Discounted) Rates*
• Partner- $510
• Associate
- $455
• Paralegal - $305

Attachment 2
4906-6382-3004 v1
*BWS charges clients for actual costs for travel and other extraordinary expenses such as courier services and express mail, but does not separately charge for long-distance telephone calls, copying, postage, etc., adding instead for these itemized charges a four percent (4%) administrative charge to the monthly billing.

O E
BURKE, WILLIAMS 8 SORENSEN, LLP
Attachment 3
ATTACHMENT 3

PROJECTED SPEND EXCEL SPREADSHEET
4906-6382-3004 v1

Attachment 3
4906-6382-3004 v1
ATTACHMENT 3

PROJECTED SPEND EXCEL SPREADSHEET

Concord Naval Weapons Station
ALH Economics
Burke Williams &
Sorensen, LLP
Environmental
Risk Services Corp.

Environmental
Science Associates
Fieldman &
Rolapp (pending)
Garrity & Knisely
Guardian Security
Agency
HR&A Advisors
HT Harvey &
Associates
Integral
Consulting
Jarvis Fay
PlaceWorks
Towill Surveying
(pending)
Troutman Pepper
Specific Plan
Consultants
CEQA
Environmental
Consultants
Kittelson and
Associates, Inc.

Associated Right
of Way Services
(Pending)
Golf Course
Consultant (TBD)
Cost Estimate
Year 3 April 2026 - March 2027 New Year 3

3.1 152,317$

3.2 20,000$ 154,920$

3.3 445,969$

3.4 464,830$

3.5 550,000$ 550,000$

3.6 24,692$

3.7 -$

3.8 Remediation Monitoring 15,000$ 15,000$

3.9 75,000$ 75,000$

3.10 -$ -$
-$ 660,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 1,912,728$ Year 4 April 2027 - March 2028 Year 4

4.1 -$

4.2 20,000$ 160,586$

4.3 -$

4.4 -$

4.5 585,000$ 585,000$

4.6 -$

4.7 -$

4.8 Remediation Monitoring 20,000$ 20,000$

4.9 25,000$ 25,000$

4.10 -$
-$ 650,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 1,896,449$ Year 5 April 2028 - March 2029 Year 4

5.1 -$

5.1 5,000$ 5,000$

5.3 -$

5.4 -$

5.5 80,000$ 80,000$

5.6 -$

5.7 -$

5.8 Remediation Monitoring 25,000$ 25,000$

5.9 -$ 5,000$ 5,000$

5.10 35,000$
-$ 115,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 1,425,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 3,924,177$ Subtotal
Community Outreach
Resource Permitting
EDC Negotiations
Other
Specific Plan
Infrastructure Master Plan
CEQA Review
LRA Operations
DDA Negotiations
Total
Total
Community Outreach
Other
Projected Spend Worksheet
3/20/2026
Specific Plan
Infrastructure Master Plan
CEQA Review
LRA Operations
DDA Negotiations
Subtotal
Consultants
Other
Subtotal
Specific Plan
Infrastructure Master Plan
Resource Permitting
EDC Negotiations
Resource Permitting
EDC Negotiations
CEQA Review
LRA Operations
DDA Negotiations
Community Outreach

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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on May 26, 2026 between the City o f Concord, a Cali fornia municipal corporation, ("CITY") and Environmental Risk Services Corpora tion, S Corporation
, 1515 Oakland Blvd, Suite 250, Walnut Creek , CA 94596 (“CONSULTANT”).

THE
PARTIES ENTER THIS AGREEMENT based u pon the following facts, understandi ngs and intentions:

The CITY desires t o co ntract with CONSULTANT t o provide t he professional se rvices described in Section 2 of this Agreement, upon the t erms and conditions he reinafter s et forth.

NOW,
THEREFORE, I N CONSIDERATI ON of t he mutual c ovenants and promises of t he parties herein contained, t he parties h ereto agree as f ollows:

1. TERM. This A greement shall commence on April 1 , 2026 and expire on March 3 1, 2027.

2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's Authorized Representative, CONSULTANT shall perf orm the services described in det ail in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to t he projects and undertakin gs contemplated by this A greement.

3. PAYMENT. The compensation t o be paid to CONSULTANT including pay ment fo r professional s ervices and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no event sh a ll the amount CITY pays CONSULTANT exceed Two Hundred Thirty- Five Thousand dollars ($235,000) for the term of this Agreem ent. Any Amendment to this Agreement that includes an increase to this compen sation amount shall be made in accordance with Section 5 below.

CONSULTANT may submit monthly statements for services rendered; all statements sha l l include adequate documentation demonstrating work perform ed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that
meets all requirements of this Agreement. Payment by CITY shal l not be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the time of payment.

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4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse. The CONSULTANT ’s authorized representative is Mark O' Brien , Chief Executive Officer .

5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such s ervices.

A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section

3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.

CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.

6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers,

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officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.

CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.

As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, per sonal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .

7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.

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Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.

9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans , specifications, maps, estimates, reports, manuscripts, drawing s, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without re striction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]

10. INDEMNIFICATION.

A. For Design Professional Services Only. Pursuant to California Civil Code

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Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertai n to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.

11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.

13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and

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reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.

14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.

16. CONFLICT OF INTEREST.

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A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT :
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) P ossesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.

18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other

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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
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22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.

24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse
City of Concord
1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]

To CONSULTANT: Mark O' Brien ,
Chief Executive Officer
Environmental Risk Services Corporation
1515 Oakland Blvd, Suite 250
Walnut Creek , CA94596
Phone: (925)938-1600
Email: [email protected]

25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have

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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.

CONSULTANT CITY OF CONCORD, a Municipal
Corporation

By:_________________________________ By:______________________________ Name: Mark O' Brien Name: Valerie J. Barone
Title: Chief Executive Officer Title City Manager
Address: 1515 Oakland Blvd, Suite 250 Address: 1950 Parkside Drive Walnut Creek ,CA 94596 Concord, CA 94519
Telephone: (925)938-1600 Telephone: (925) 671-3150
Email: [email protected]
APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 25/26 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $235,000. Account Code 4029500C999-63800/4022721211-63800.

Finance Director's Signature

ENVIRONMENTAL RISK SERVICES CORPORATION
SCOPE OF WORK for April 2026 – March 2029
The following scope of work describes Environmental Risk Services (ERS) assessment of project tasks needed to support the environmental, insurance, risk management, and review and negotiation support required during the
April 2026 through March 2029 period.

The scope shown below conforms to the requested project tasks as detailed on the accompanying spreadsheet provided by the City of Concord. ERS’ expertise is primarily
described under the “Remediation Monitoring” project task, though the range of tasks ERS has provided for the City does not fit easily into that description. Therefore, we have provided subheadings to further describe the various types of activities we anticipate providing, including those covered under the overall Remediation Monitoring category.

Infrastructure Master Plan and Specific Plan:
• Develop and support
the City of Concord with environmental and strategic considerations of the Infrastructure Master Plan and Specific Plan including remedial requirements, environmental data overlays, land use controls, soil management plans, potential soil containment development, future monitoring requirements, and suitability for development , meetings and discussions with City, consultants and regulatory agencies.

California Environmental Quality Act (CEQA) Review:
• Develop and support the City of Concord with review of CEQA documents regarding physical
environmental impacts and strategic considerations as it pertains to hazardous materials, contaminated ground water and soil. Environmental issues will impact both development design, and legal and regulatory exposures .

Disposition and Development Agreement (DDA) Negotiations:
• Develop and support
the City of Concord with a disposition strategy for real property including environmental disclosure requirements, regulatory status, remedial requirements, environmental responsibility, retention of liability, indemnification and liability protection for hazardous materials and third party protection, land use restrictions, CEQA compliance, NFA compliance and future monitoring requirements.
• Support City in land use plan strategy and review and suitability for development. • Assist in developing remedial strategies that support City, public, and development goals . • Meetings, discussions and technical support with
Brookfield and consultants.

Remediation Monitoring:

Transfer and Regulatory Support :
• Review and comment on transfer agreements with Navy and State and Federal regulators EXHIBIT “A”

• Provide engineering and environmental services to support the City of Concord for future land uses
• Provide engineering support for Cost-To-Complete modeling • Support City of Concord in development and review of environmental and transfer related agreements and documents including Soil Management Plans, (SMP) Land Use Controls (LUCs), Federal Facility Site Remediation Agreement (FFSRA), Covenant Deferral, Finding of Suitability to Transfer (FOST), Consent, Deeds . • Meetings and discussions and correspondence with regulatory agencies • Meetings and discussions with the City of Concord and Brookfield consultants including attorneys, planners, real estate specialists

Developer and Consultants Technical Support :
• Support City of Concord in negotiations with the Navy and State and Federal regulators
• Provide environmental data, engineering, and graphics support for ENGEO and Geosyntec
• Support City of Concord in review of Brookfield reuse plan as it pertains to environmental condition of property. Coordinate remediation with redevelopment. • Preparation of Site Management Plans and technical documents in conjunction with Brookfield, consultants, and Navy

Technical Document Review:
• Support the City of Concord in the review and comment on environmental reports prepared by the Navy and their consultants in accordance with the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) process. This includes Remedial Investigation (RI), Feasibility Study (FS), Record of Decision (ROD), Remedial Action Plan (RAP), Remedial Action Completion Report (RACR), Operations & Maintenance (O&M), Five Year Review and Site Closure.
• Review and comment on environmental reports prepared by the Navy and their consultants.

Discussions and meetings with the Developers technical consultants. • Review regulator correspondence and comments from multiple agencies including

USEPA, RWQCB, DTSC, CDPH, F&G, F&W
• Advise the City of Concord of environmental issues of concern. • Serve as the technical Liaison and meetings with the Regulators, Navy, and the City of Concord.
• Meetings and discussions with the City of Concord and City consultants. • Meetings and discussions with the Navy and their consultants.

Risk Management and Environmental Insurance Acquisition:
• Provide support to the City of Concord for risk evaluation, risk mitigation, and liability management for environmental, engineering, and conveyance issues • Meetings and discussions with the City of Concord and City consultants • Negotiation and placement of environmental insurance policies

• Provide broker and underwriter support for the development of an environmental insurance program including placement and policy review • Provide technical support and presentations to underwriters to transfer site status and technical information
• Review insurance policies
• Meetings with underwriters, broker, and attorneys

Economic Development Conveyance Negotiations:

• Provide environmental and risk management support to the City of Concord for negotiation of the EDC agreement with the Navy
• Provide support to discount fair market value for the EDC agreement

Personnel:

ERS anticipates the following professionals required for this project include Project Manager, Senior Geoscientist, Senior Civil Engineer, Senior Environmental Engineer and a Geographic Information System Specialist.

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EXHIBIT “B”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, their agents,
representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of th e execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on May 26, 2026 between the City o f Concord, a Cali fornia municipal corporation, ("CITY") and Environmental Science Associates (ESA), S Corporation, 550 Kearny Street , Suite 800, San Francisco, California 94108 (“CONSULTANT”).

THE PARTIES ENTER THIS AGREEMEN T based upon the following facts, u nderstandings and intentions:

The CITY desires t o contract with CONSULTANT t o provide t he professional services described in Section 2 of t his Agreement, upon the t erms and conditions he reinafter set forth.

NOW,
THEREFORE, I N CONSIDERATI ON of the mutual c ovenants and p romises of t he parties herein co ntained, t he parties hereto agree as follows:

1. TERM. This Agreement shall commence on April 1 , 2026 and expire on March 3 1, 2027.

2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's Authorized Representative, CONSULTANT shall perf orm the services described in det ail in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to the projects and undertakin gs contemplated by this A greement.

3. PAYMENT. The compensation t o be paid to CONSULTANT including payme nt for professional
services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no event shall the amount CITY pays CONSULTANT exceed Five Hundred Sixty- One Thousand Two Hundred Ninety-Four dollars ($561,29 4) for the term of this Agreement. Any Amendment to this Agreement that includes an increa se to this compen s ation amount shall be made in accordance with Section 5 below.

CONSULTANT
may submit monthly statemen ts for services rendered; all statements sha ll include adequate documentatio n demonstrating work performed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that meets all requirements of this Agreement. Payment by CITY shall not
be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the Attachment 4

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time of payment.

4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse. The CONSULTANT’s authorized representative is Christie Beeman , Director.

5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such s ervices.

A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section

3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.

CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.

6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times

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remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers, officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.

CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.

As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, per sonal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .

7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other

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consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.

Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.

9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans , specifications, maps, estimates, reports, manuscripts, drawing s, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without re striction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]

10. INDEMNIFICATION.

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A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents,
employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.

11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.

13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a

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mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.

14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.

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16. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of
CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because
CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.

18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other

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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
//
//

22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.

24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To
CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse
City of Concord

1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]
To CONSULTANT: Christie Beeman ,
Director
Environmental Science Associates (ESA)
550 Kearny Street
Suite 800
, San Francisco, California94108
Phone: (510)463-6732
Email: [email protected]

25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have

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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.

CONSULTANT CITY OF CONCORD
, a Municipal
Corporation
By:_________________________________ By:______________________________

Name: Christie Beeman Name:

Valerie J. Barone
Title: Director Title City Manager
Address: 550 Kearny Street Address: 1950 Parkside Drive Suite 800, San Francisco, California 94108 Concord, CA 94519 Telephone: (510)463-6732 Telephone: (925) 671-3150
Email: [email protected]
APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown
Joelle Fockler, MMC
City Attorney City Clerk
FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED

DURING THE CURRENT FISCAL YEAR
2025/2026 TO PAY THE ANTICIPATED
EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $561,294. Account Code 4029500C999-63800/4022721211-63800.

Finance Director's Signature

memorandum
date May 12, 2026
to Suzanne Schwab
Placeworks
2040 Bancroft Way, Suite 400
Berkeley, California 94704
[email protected]
cc
from Andrew Collison, ESA
subject Revised ESA scope and budget for Concord Reuse Project 2025- 26 ESA is pleased to provide our revised scope and budget for the three-year period from April 2026 to March 2029.

This scope and budget has been updated to reflect a 10% reduction in costs compared to our submittal of April 2026. ESA will lead two tasks:

1. Engineering design of the approximately 300-foot-wide Mt Diablo Creek corridor between Bailey Road and a point 1,000 feet downstream of State Route 4 including restoration grading and habitat structure design, analyzing flood hydraulics and the effects of creek corridor grading on water levels and inundation extent, and design of a regional flood retention basin to manage creek flows downstream of the Reuse Project site.

2. Engineering design of the airfield wetland mitigation area (approximately 120 acres).

Tasks related to creek hydraulics, flood analysis and regional flood management have been placed under the Infrastructure Master Plan task while tasks related to restoration design work have been placed under the Resources Permitting Task.

ESA has structured the scope and budget based on the following assumed timeline:

Year 3. Revise modeling, engineering drawings and supporting materials for the Mt Diablo Creek corridor and develop new drawings of the airfield wetland mitigation area to the 60% level to support applications to the USACE and other resource agencies.

Year 4. Incorporate agency and stakeholder feedback and if needed revise design plans, advance design plans and specs for the Mt Diablo Creek corridor and airfield wetland mitigation site to 90%.

Year 5. Advance engineering design plans and specs for the Mt Diablo Creek corridor and the airfield wetland mitigation site to 100%.

EXHIBIT “A”

Year 3. April 2026 – March 2027
Task 3.2 Infrastructure Master Plan
ESA will support the development of the Infrastructure Master Plan by providing review, input and analysis (e.g., updated flood capacity modeling of Mt Diablo Creek) with respect to the following elements: analysis of the potential impact of bridges and infrastructure on creek corridor resources and flood conveyance capacity of Mt Diablo Creek; need for regional flood detention and flood management facilities to be constructed within the Project Area to manage and avoid flood impacts; hydraulic analysis of water levels to inform the developers stormwater management design, coordination of planning for the confined ‘pinch point’ where Mt Diablo Creek and several key infrastructure lines pass beneath Highway 4 and the BART line.

Additionally, ESA will develop 60% engineering design plans for a regional flood detention basin to manage flows leaving the Community Reuse Project site.

Deliverables
• Participation in creek corridor planning meetings
• Update the hydraulic flood model for Mt Diablo Creek
o Analysis of bridge effects and encroachments into creek corridor on creek water surface elevations
• 60% plan for regional flood detention basin.
• Draft Basis of Design Report for regional flood detention basin. • 60% Opinion of Probable Costs for Mt. Diablo Creek flood detention basin Task 3.7 Resource Permitting
In Year 3 ESA will revise and update the 60% engineering plans for Mt. Diablo Creek shown in the previous ESA 2019 design plans to reflect changes to the Concord Reuse Plan from the Brookfield Team. ESA will also develop 60% engineering plans for the airport wetland mitigation site, building on previously developed conceptual plans by Arup.

The resulting plans and supporting documentation will be used to support permitting consultations and applications to the US Army Corps of Engineers (USACE), San Francisco Bay Regional Water Quality Board (SF RWQCB) and California Department of Fish and Wildlife (CDFW).

As the design plans advance to the 60% design level ESA will update the hydraulic analysis (within Task 3.2) to reflect the updated grading and revegetation plans, and will provide updated guidance on flood water surface elevations and regional flood detention basin design requirements.

Deliverables:
• 60% plan for Mt Diablo Creek corridor
• 60% plan for airport wetland mitigation site
• Draft Basis of Design Report for Mt. Diablo Creek restoration and airfield mitigation sites.

• 60% Opinion of Probable Costs for Mt. Diablo Creek restoration and airfield mitigation sites.

TABLE 1 PROVISIONAL LIST OF BASIS OF 60% ENGINEERING DESIGN SHEETS FOR MT

DIABLO CREEK
Title Description/Content # of Sheets
Title Sheet Map of project location, boundaries for site development, creek corridor, and EBRPD park
1 General Notes General notes, legend, abbreviations 2
Creek Restoration Plan Footprint and geometric design for culvert removal, bank stabilization grading, and detention basins. Scale: 2,000 ft = 1 inch.
1 Creek Profile Existing and proposed grades, locations of removed culverts, new grade control structures, new crossings, incoming drainages. Scale 50’ = 1 inch 4 Existing Conditions Existing grade topography; staging and access; vegetation; infrastructure to preserve and demolish. Scale: 100 ft = 1 inch
18 Creek, Regional Detention Basin,
Contra Costa Canal Detail Plan &
Profile
Design grade topography, limit of grading, top of bank, toe of bank, preserved existing main channel, extent of floodplain; locations of new grade control structures, new crossings, high-value habitat to preserve; identify project elements for coordination with others. Scale: 100 ft = 1 inch.
18 Creek Typical Sections Sections illustrating design conditions for the 300 ft corridor. Scale 15 ft = 1 inch. 3 Grade Control Structure Detail Typical culvert removal and new roughened channel/engineered streambed detail 4 Bank Stabilization Detail Vegetated rock toe protection, brush mattress, live pole planting, double-layer erosion control fabric
2 Typical Habitat Details Tree salvage for wood structures (topple tree, habitat wood structure), willow baffles for floodplain roughness
3 Total 53
Year 4. April 2027 – March 2028
Task 4.2 Infrastructure Master Plan
ESA will provide ongoing support for the Infrastructure Master Plan by providing review, input and analysis (e.g., flood capacity modeling of Mt Diablo Creek) of the creek corridor with respect to flood conveyance and grading changes that affect water surface elevations.

ESA will advance the design of the regional flood detention basis from 60% to 90% and provide technical memorandums to support permit applications.

Deliverables
• Participation in creek corridor planning meetings
• Update hydraulic flood model for Mt Diablo Creek
• 90% plan for regional flood detention basin
• Draft Basis of Design Report for regional flood detention basin. • 90% Opinion of Probable Costs for Mt. Diablo Creek flood detention basin

Task 4.7 Resource Permitting
In Year 4 ESA will advance the engineering plans for Mt. Diablo Creek and the airport wetland mitigation site to the 90% level.

Deliverables:
• 90% plan for Mt Diablo Creek corridor
• 90% plan for airport wetland mitigation site
• Draft Basis of Design Report for Mt. Diablo Creek restoration and airfield mitigation sites. • 90% Specifications for Mt. Diablo Creek restoration and airfield mitigation sites. • 90% Opinion of Probable Costs for Mt. Diablo Creek restoration and airfield mitigation sites.

Year 5. April 2028 – March 2029
Task 5.2 Infrastructure Master Plan
ESA will finalize design of the regional flood detention basin and prepare 100% engineering plans and specifications. ESA will address comments received on the 90% engineering plans, and develop final plans which will include signed and stamped drawings and technical specifications. We assume that ESA’s technical specifications will be incorporated into the overall project manual and contract documents by others.

ESA will support the bidding and procurement process for the regional flood management basin. We assume the client will compile the bid package for the construction contract. ESA will support the client by preparing a list of bid items for the flood basin and advise on measurement and payment items. We assume only limited (up to 30 hours) of bid support will be needed.

Deliverables
• Final hydraulic flood model for Mt Diablo Creek
o Model and documentation to support permitting
• 100% plan for regional flood detention basin
• Final Basis of Design Report for regional flood detention basin. • 100% Opinion of Probable Costs for Mt. Diablo Creek flood detention basin Task 5.7 Resource Permitting
ESA will finalize design of the Mt Diablo Creek corridor and airfield wetland mitigation site, and prepare 100% engineering plans and specifications. ESA will address comments received on the 90% engineering plans, and develop final plans which will include signed and stamped drawings and technical specifications. We assume that ESA’s technical specifications will be incorporated into the overall project manual and contract documents by others.

ESA will support the bidding and procurement process for the regional flood management basin. We assume the client will compile the bid package for the construction contract. ESA will support the client by preparing a list of bid items for the flood basin and advise on measurement and payment items. We assume only limited (up to 30 hours) of bid support will be needed.

Deliverables
• 100% plan for Mt Diablo Creek corridor
• 100% plan for airport wetland mitigation site
• Draft Basis of Design Report for Mt. Diablo Creek restoration and airfield mitigation sites. • 100% Specifications for Mt. Diablo Creek restoration and airfield mitigation sites. • 100% Opinion of Probable Costs for Mt. Diablo Creek restoration and airfield mitigation sites.

Assumptions (Tasks 3.2, 3.7, 4.2, 4.7, 5.2, 5.7)
• The location of the proposed regional flood detention basin will be as shown in the December 2018 preliminary design plans. Design of additional basin locations is not included in this scope or budget. • This scope does not include the following data collection: water level, basemap surveys, topographic surveys, geotechnical investigations.
• The hydrology input for the Mt Diablo Creek watershed upstream of the development to the hydraulic modeled is based on the hydrologic analysis by ESA (2018) • Grading design will be performed as part of the hydraulic analysis. ESA will review the preliminary results of the hydraulic analysis prior to developing the plans informed by the modeling. • ESA will be responsible for the design of creek grading, habitat enhancements, and creek bank and streambed stabilization plans within the 300-foot-wide Mt Diablo Creek (MDC) creek corridor centered approximately 150-foot off the centerline of MDC, the ‘airfield’ mitigation wetland and the regional flood detention basin.
• Grading sections will not be needed/created until the 90% design. • Others will be responsible for the vegetation plan within these areas, and the grading and revegetation plans in all other areas.
• ESA assumes that the Master Developer will design on-site stormwater management for local runoff arising from the development, including stormwater that flows from the development to MDC. • ESA’s plans will cover the MDC creek corridor from Bailey Road to the southern end of the Diablo Creek Golf Course
• ESA assumes that all infrastructure within the MDC corridor apart from stormwater outfalls will be designed by others.
• ESA assumes that the Master Developer will be responsible for grading of the Willow Pass Creek corridor, with ESA and the Master Developer collaborating on the design of the confluence of Willow Pass Creek and MDC.
• ESA assumes that the City will provide groundwater data and previously developed conceptual design plans for the mitigation wetland.
• Comprehensive topographic and utility survey, including horizontal and vertical control, will be conducted by others provided to ESA in AutoCAD Civil 3d format. • City to provide a single set of consolidated comments from all project reviewers including City Engineers, developer, regulatory agencies, etc. regarding the 60% and 90% design submittals.

• Comments will be addressed in the subsequent design phase (e.g. 60% comments will be addressed in the 90% design phase).
• Infrastructure demolition plans, including existing culvert removal and water control plan, by others • Landscape and revegetation plans will be advanced by others • New stormwater infrastructure by others
• Road crossing structural design by others
• Public access, trails by others
• Remediation planning for contamination, toxic materials, or other hazards by others. • Division 0 Contracting and Procurement, and Division 1 General Specifications prepared by others Budget
ESA’s requested budget is broken down by task in Table 2.

Number Task Sub task Budget
Task 3.2 Infrastructure Master Plan 3.2.1 Mt Diablo C reek Flood Management Planning and Modeling 154,364.62$

3.2.2. Regional Flood Detention Basin 60% Engineering Plans 57,489.26$ Sub Total 211,853.88$
Task 3.7 Resources Permitting 3.7.1 Team Meetings 33,810.21$

3.7.2 Field and Desktop Review of Existing C onditions 8,505.00$

3.7.3 C oordination with Master Developer 18,900.00$

3.7.4 Update Mt Diablo C reek 60% Engineering Plans 179,550.00$

3.7.5 Airfield Mitigation Wetland 60% Engineering Design 108,675.00$ Sub Total 349,440.21$
Year 3 Total 561,294$
Number Task Sub task Budget
Task 4.2 Infrastructure Master Plan 4.2.1 Mt Diablo C reek Flood Management Planning and Modeling 92,820.60$

4.2.2. Regional Flood Detention Basin 90% Engineering Plans 47,907.72$ Sub Total 140,728.32$
Task 4.7 Resources Permitting 4.7.1 Team Meetings 35,500.72$

4.7.2 Field Review of 60% Plans 8,930.25$

4.7.3 C oordination with Master Developer 19,845.00$

4.7.4 Develop Mt Diablo C reek 90% Engineering Plans 287,752.50$

4.7.5 Airfield Mitigation Wetland 90% Engineering Design 89,302.50$ Sub Total 441,330.97$
Year 4 Total 582,059$
Number Task Sub task Budget
Task 5.2 Infrastructure Master Plan 5.2.1 Mt Diablo C reek Flood Management Planning and Modeling 40,613.45$

5.2.2. Regional Flood Detention Basin 100% Engineering Plans 25,151.55$ Sub Total 65,765.01$
Task 5.7 Resources Permitting 5.7.1 Team Meetings 37,275.76$

5.7.2 Field Review of 90% Plans 9,376.76$

5.7.3 C oordination with Master Developer 20,837.25$

5.7.4 Finalize Mt Diablo C reek 100% Engineering Plans 151,070.06$

5.7.5 Finalize Airfield Mitigation Wetland 100% Engineering Design 46,883.81$ Sub Total 265,443.64$
Year 5 Total 331,209$
Grand Total 1,474,562$

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EXHIBIT “B”
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, their agents,
representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily
injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.

3. Professional Liability Coverage (Errors and Omissions).

CONSULTANT shall maintain
professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensatio
n Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of th e execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

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AGREEMENT FOR LEGAL PROFESSIONAL SERVICES
THIS AGREEMENT is entered into on April 1, 2026 (“EFFECTIVE DATE”) by and between the City of Concord ("CITY"), and Garrity and Knisely , PLLC, a Massachusetts domestic professional liability company, 30 Howard Street, Unit 30-3, Somerville, Massachusetts 02144 ("CONSULTANT").

WHEREAS, CITY requires the assistance of outside legal counsel to perform legal advisory and litigation services for CITY.

WHEREAS, CITY desires to contract with CONSULTANT f or provision of such specialized legal expertise and services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements subject to the terms and conditions set forth herein, the parties agree as follows:

1. Scope of Work.

A. CONSULTANT shall assist and represent the CITY in all matters, including but not limited to, the following:

1. Resource permitting requirements will need to be coordinated with provisions in the Term Sheet and EDC MOA and the Reciprocal Easement Agreement may have to be expanded or refined to cover certain permitting and utility-related obligations assumed by the C ity.

2. Review of remediation issue impacts for development, coordination with mitigation purposes and close coordination with Navy, federal and state regulators.

3. Advice regarding remediation issue impacts on Project EDC negotiations and Resource Permitting.

4. Negotiation of the Term Sheet, EDC MOA, and Deed and finalization of the EDC application for approval by the Navy.

5. Advice on any rel ated matters as directed by LRA from time to time .

B. CONSULTANT shall obtain prior CITY approval for the retention of any subconsultants and/or expert witnesses.

2. Term. The term of this Agreement shall be from the EFFECTIVE DATE, set forth above until March 31, 2027, or unless otherwise terminated by either party in accordance with the terms of this Agreement, subject to available funds.

Attachment 5

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28 3. Consideration. As full consideration for the work to be performed by CONSULTANT, CITY shall pay CONSULTANT based upon the hourly rates for its attorney(s) assigned to assist CITY to be paid upon submission and approval of invoices. The hourly rates are as follows:

David Knisel y, Partner - $300 per hour
CONSULTANT will bill time monthly on a straight hourly basis . CONSULTANT charges clients for actual costs for travel and other extraordinary expenses such as courier services and express mail, but does not separately charge for long -distance telephone calls, copying, postage, etc., adding instead for these itemized charges a four percent (4%) administrative charge to the monthly billing.

For each matter or case for which CONSULTANT provides services during the period covered in each monthly billing, invoices shall include a separate cover letter identifying the total amount billed for each matter or case. As these cover letters will be subject to disclosure through the California Public Records Act (California Government Code §§ 6250, et seq.), CONSULTANT shall ensure that the case or matter descriptions used therein do not reflect CONSULTANT impressions, conclusions, opinions, or legal research or strategy.

The total amount paid to CONSULTANT pursuant to this Agreement shall not exceed Eigh ty Thousand Dollars ($80,000) through March 31, 2027, without CITY’s express written authorization.

If requested by CITY, the “not to exceed” amount described in this Paragraph 3 may be increased upon execution of an amendment setting forth the new “not to exceed” amount, all in accordance with Paragraph 14 of this Agreement.

4. Records. CONSULTANT shall maintain accounting records and other evidence pertaining to the cost incurred and shall make the records available to authorized representatives of CITY or other governmental agency or district authorized by CITY to inspect such records. These records shall be available at all reasonable times during the Agreement period and for four (4) years from the date of final payment for work performed hereunder.

5. Key Personnel. All of the services required hereunder shall be performed by CONSULTANT or under his/her/its supervision, and all personnel engaged in the work shall be fully qualified to perform such services. Any change in the key personnel shall be subject to the written approval of CITY. The following are the key personnel for the subject of this Agreement:

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28 David Knisely, Esq.

6. CITY-Authorized Representative. An authorized representative shall represent CITY in all matters pertaining to the services rendered by CONSULTANT under this Agreement. All documents and requests for information shall be submitted through this representative and CITY will cooperate with CONSULTANT in all matters relating to this Agreement in such manner as will result in the performance of such work without delay. The CITY-authorized representative is the City Attorney.

7. Termination.

A. Either party may terminate this Agreement at any time, without cause, upon seven (7) days ’ notice of discontinuance and termination of said Agreement given in writing. Such notice shall be sufficient and complete when same is deposited in the United States mail, first class postage prepaid, to the address shown in the paragraph herein concerning notice.

B. CITY may at any time, at its discretion, abandon or suspend any portion of work to be done under the terms of this Agreement.

C. In the event of CITY's abandonment or suspension of CONSULTANT's work under this Agreement, or in the event of the termination of this Agreement, CONSULTANT shall stop work at the stage directed by CITY and shall deliver to CITY all reports, pleadings, discovery, and file
materials relating to the work described in Paragraph 1 above . At the discretion of CITY, CONSULTANT shall also cancel all orders for goods or services connected with this Agreement which have not been delivered or received,

8. Equal Opportunity Assurance. During the performance of this Agreement, CONSULTANT agrees as follows:

A. CONSULTANT will not discriminate against any employee or applicant for employment because of race, sex, creed, physical handicap, color, sexual orientation, or national orig in.

CONSULTANT will take affirmative action to ensure that employees are treated equally without reg ard to race, gender, creed, physical handicap(s), color, sexual orientation, or national origin. Such action shall include but not be limited to the following : employment , upgrading, demotion, or transfer; recruitment or recruitment a dvertising; layoffs and terminations, rates of pay or other forms of

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28 compensation; and selection for training, including apprenticeship. CONSULTANT agrees to post, in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

B. In the event of CONSULTANT's noncompliance with the nondiscrimination clause of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part.

9. Insurance. CONSULTANT shall, at its own expense, procure and maintain in full force at all times during the term of this Agreement the following insurance:

A. Commercial General Liability Coverage . CONSULTANT shall maintain commercial general liability insurance with limits of no less than O ne Million Dollars ($1,000,000) combined single limit per occurrence or T wo Million Dollars ($2,000,000) aggregate limit for bodily injury, personal injury, and property damage.

B. Automobile Liability Coverage . CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

C. Professional Liability Coverage (Errors and Omissions) . CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less t han One M illion Dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

D. Compliance with State Workers' Compensation Requirements .

CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq. CONSULTANT shall, at all times, upon demand of the City, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its o fficers, officials, employees and volunteers for losses arising from work performed by CONSULTANT for CITY. This provision shall not apply upon

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28 written verification by CONSULTANT that CONSULTANT has no employees.

E. Other Insurance Provisions . The policies are to contain, or be endorsed to contain the following provisions:
(1) Additional Insured. CITY, its officers, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CON SULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt noti ce to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer. (2) Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.
(3) Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, employees, or volunteers.
(4) Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement.

The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. S uch policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

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28 10. Indemnification.

A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the ne gligence, recklessness, or willful misconduct of CONSULANT in the performance of this agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CIT Y in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’S performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injuries, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.

11. Independent Contractor. CONSULTANT is an independent contractor retained by CITY to perform the work described herein. All personnel employed by CONSULTANT, including subcontractors and personnel of said subcontractors approved by CITY, are not and shall not be deemed to be em ployees of CITY. CONSULTANT and approved subcontractors shall comply with all State and Federal laws pertaining to employment and compensation of their employees or agents, including the provision of Workers' Compensation. CITY shall not, under any circumstances, be liable to CONSULTANT or any person or persons acting for him/her/it for any death, injury, or property destruction or damage received or claimed relating to or stemming from the activities undertaken pursuant to this Agreement.

12. Notice. All notices required herein shall be sent via First Class U.S. Mail with postage prepaid thereon to the parties as follows:

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28 To CITY: Susanne Meyer Brown, Esq .

City Attorney
City of Concord
1950 Parkside Drive MS/08
Concord, CA 94519

To CONSULTANT: David Knisely, Esq.

Garrity and Knisely, PLLC
30 Howard Street, Unit 30-3
Somerville, MA 02144

Notices shall be deemed effectively served upon deposit in the United States Mail.

13. Assignment. CITY is entering into this Agreement in consideration of the rendition of the services required herein by CONSULTANT. CONSULTANT shall not assign any of the duties, responsibilities, or obligations of this Agreement to any other firm, company, entity, or individual, except with the express written consent of CITY. Nothing set forth in this paragraph shall preclude CONSULTANT from assigning any of the monies due and owing to him/her/it from CITY.

14. Amendment. This Agreement may be amended, modified, or changed by the parties provided that said amendment, modification, or change is in writing and approved by both parties.

15. Entire Agreement. This Agreement contains the entire agreement between the parties hereto. No promise, representation, warranty, or covenant not included in the Agreement has been or is relied upon by any party hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year written above.

CONSULTANT:

Garrity and Knisely, PLLC

By: ____________________________________________
Name: David Knisely, Esq.

CITY OF CONCORD

By: ____________________________________________
Susanne Meyer Brown, City Attorney

Garrity Knisely March 27, 2026
3-year Scope and Budget for Concord Navel Weapons Station Task: Resource Permitting, 3.7, 4.7 and 5.7 scope and budgets As EDC negotiations progress, culminating in property transfers to the City, easements and/or access rights related to resource permitting requirements will have to be granted or revised and coordinated with provisions in the EDC MOA. Language related to permitting requirements may also have to be refined for placement in transfer documents, including licenses, leases and deeds.

Review of any potential conflicts in requirements of BRAC law with obligations of the City under resource permits or mitigation requirements will also have to be undertaken on an ongoing basis. • 3.7 Budget Estimate: $5,000
• 4.7Budget Estimate: $7,000
• 5.7 Budget Estimate: $4,000
Task: Remediation Monitoring, 3.8, 4.8, 5.8 scope and budget estimates As ongoing Navy environmental cleanup activities progress, proposed remedies as well as related institutional controls, site management plans and O+M obligations will have to be reviewed and negotiated to minimize development impacts and legal risks to the City. Findings of Suitability to Transfer and related property transfer documentation will also have to be reviewed. • 3.8 Budget Estimate: $5,000
• 4.8 Budget Estimate: $9000
• 5.8 Budget Estimate: $7,000
Task: EDC Negotiations, 3.9, 4.9, 5.9 scope and budget estimates In order to conclude the transfer of the EDC parcels to the City, an EDC MOA and related transfer instruments including licenses, leases and deeds will have to be negotiated with the Navy, for approval by the Master Developer and City Council. The EDC MOA and related documents will address all aspects of the transfer of the EDC Parcels to the City, including price and payment terms, parcel phasing requirements, obligations under a lease in furtherance of conveyance and use of sale proceeds under EDC regulations.

In conjunction with the transfer of EDC parcels to the City, the LBAs with the homeless providers may have to be amended.
• 3.9 Budget Estimate: $70,000
• 4.9 Budget Estimate: $30,000
• 5.9 Budget Estimate: $30,000
EXHIBIT “A”

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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on May 26, 2026 between the City o f Concord, a California mu nicipa l corporation, ("CITY") and HR&A Advisors, Inc. , S Corporation, 700 S. Flower Street Suite 2995 , Los Angeles, CA 90017 (“CONSULTANT”).

THE PARTIES ENTER THIS AGREEMEN T based u pon the following facts, u nderstandings and intentions:

The CITY desires t o contract with CONSULTANT t o provide t he professional se rvices described in Section 2 of this Agreement, upon the t erms and conditions he reinafter s et forth.

NOW, THEREFORE, I N CONSIDERATI ON of t he mutual c ovenants and p romises of the parties herein co ntained, t he parties hereto agree as follows:

1. TERM. This Agreement shall commence on April 1 , 2026 and expire on March 3 1, 2027.

2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's Authorized Representative, CONSULTANT shall perf orm the services described in det ail in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to the projects and undertakin gs contemplated by this A greement.

3. PAYMENT. The compensation t o be paid to CONSULTANT including payme nt for professional
services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no event shall the amount CITY pays CONSULTANT exceed Seventy-Nine Thousand Eight Hundred dollars ($79,800) for the term of this Agreement. Any Amen dment to this Agreement that includes an increase to this compensati on amount shall be made in accordance w it h Section 5 below.

CONSULTANT may submit monthly statements for services rendered ; all statements sha ll include adequate doc
umentation demonstrating work performed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that
meets all requirements of this Agreement. Payme nt by CITY shall not be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the Attachment 6

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time of payment.

4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse. The CONSULTANT’s authorized representative is Paul J. Silvern, Vice President.

5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such s ervices.

A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section

3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.

CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.

6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times

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remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers, officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.

CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.

As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, per sonal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .

7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other

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consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.

Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.

9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans , specifications, maps, estimates, reports, manuscripts, drawing s, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without re striction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]

10. INDEMNIFICATION.

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A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.

11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.

13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a

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mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.

14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.

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16. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT :
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) P ossesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.

18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other

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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
//
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22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.

24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse
City of Concord
1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]

To CONSULTANT: Paul J. Silvern ,
Vice President
HR&A Advisors, Inc.
700 S. Flower Street Suite 2995
Los Angeles, CA90017
Phone: (310)581-0900
Email: [email protected]

25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have

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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.

CONSULTANT CITY OF CONCORD, a Municipal
Corporation

By:_________________________________ By:______________________________ Name: Paul J. Silvern Name: Valerie J. Barone Title: Vice President Title City Manager
Address: 700 S. Flower Street Suite 2995 Address: 1950 Parkside Drive Los Angeles,CA 90017 Concord, CA 94519
Telephone: (310)581-0900 Telephone: (925) 671-3150
Email: [email protected]
APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 2025/2026 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $79,800. Account Code 4029500C999-63800/4022721211-63800.

Finance Director's Signature

New York | Atlanta | Dallas | Los Angeles | Raleigh | Washington DC Memorandum
To: Suzann e Schwab, Placeworks
From: HR&A Advisors, Inc.

Date:

January 12, 2025
Re: HR&A Estimated 2025-2027 Budget for Advisory Services on Entitlements and Agreements with BCUS Acquisitions (BCUS) for Concord Naval Weapons Station Project Implementation
Attached herewith is a
three-year budget estimate totaling $232,359, based on your task and schedule guidance for March 2025 through February 2028. As in previous multi-year estimates, the budget is based on my personal time, although additional HR&A professional staff may be utilized from time to time to assist me, but all within the same budget allocations. As before, we also assume a two percent increase in my hourly rate for 2026 through 2028.

We propose
to provide the following revised scope of services within HR&A’s areas of expertise.

Year 2 – March 2025 through February 2026
Task 2.5 Development & Disposition Agreement/Development Agreement Negotiations. HR&A will participate, as needed, in negotiations for the Development & Disposition Agreement/Development Agreement (DDA/DA). We assume this will include HR&A time to:
• Review, comment on, and participate in meetings about draft DDA/DA agreement sections prepared by the City’s outside legal counsel, including any separate meetings with other members of the City’s financial team.
• Review, comment on, and participate in meetings about draft DDA/DA agreement section revisions proposed by BCUS’s legal counsel.
• Monitor BCUS’s initial preparation of the Draft Specific Plan, the Draft Environmental Impact Report, and progress on natural resource permitting and site remediation, to the degree those documents and procedures impact the terms and conditions of the DDA/DA and the project pro forma. • Review, comment on, and participate in meetings about periodic updates to the project pro forma as to the ability of project financials to accommodate the terms and conditions of the DDA/DA and the EDC, including any separate meetings with other members of the City’s financial team. • Review, comment on, and participate in meetings about updates to the draft fiscal impact report prepared by consultants to BCUS, including any separate meetings with other members of the City’s financial team.
• Review, comment on, and participate in meetings about the Community Facilities Districts (CFD) and Enhanced Infrastructure Financing District (EIFD) public financial assistance proposed by BCUS to help EXHIBIT “A”

HR&A Advisors Inc. | Revised CNWS Scope for 2024-2026 | 2 finance development of the project, and particularly the degree to which it meets City revenue neutrality requirements.
• Assist City staff to present and discuss the Draft DDA/DA, summarized pro forma, and other related matters with the City Council.

Task 2.9 Economic Development Conveyance Negotiations. HR&A will participate in negotiations between the City, BCUS and the U.S. Navy, as needed, to draft the Economic Development Conveyance Memorandum of Understanding (EDC MOA). We assume this will include HR&A time to:
• Assist the City team and BCUS to discuss the project pro forma with U.S. Navy representatives. • Review, comment on, and participate in meetings with the City team and BCUS about the project pro forma.
• Review, comment on, and participate in meetings with the City team to develop proposed terms and conditions for the Navy land conveyance to the City.
• Review, comment on, and participate in meetings about the Navy’s response to the City’s proposed land conveyance terms and conditions.
• Assist City staff to draft the land conveyance and other relevant sections of the Draft EDC MOA. • Assist City staff to present to and discuss the Navy land conveyance terms and conditions and the Draft EDC MOA with the City Council.

Task 2.10 Other. Allowance for:
• Any other services the City may request that are within HR&A’s area of expertise. • Travel costs for any in-person meetings for Tasks 2.5 and 2.9 listed above. We assume that HR&A will participate in most meetings via an on-line communication platform, but that some meetings may be conducted in person.

Year 3 – March 2026 through February 2027
Task 3.5 Development & Disposition Agreement/Development Agreement Negotiations. HR&A will continue to participate, as needed, in negotiations for the DDA/DA. We assume this will include additional HR&A time to:
• Review, comment on, and participate in meetings about any revised draft DDA/DA agreement sections prepared by the City’s outside legal counsel, including any separate meetings with other members of the City’s financial team.
• Review, comment on, and participate in meetings about any revised draft DDA/DA agreement section revisions proposed by BCUS’s legal counsel.
• Monitor preparation of the Draft Specific Plan, the Draft Environmental Impact Report, and draft recommendations for natural resource permitting and site remediation, to the degree those documents and procedures impact the terms and conditions of the DDA/DA and the project pro forma. • Review, comment on, and participate in meetings about the revised project pro forma as to the ability of project financials to accommodate the terms and conditions of the final draft DDA/DA and Draft EIR mitigation measures, including any separate meetings with other members of the City’s financial team. • Review, comment on, and participate in meetings about any revisions to the revised fiscal impact report prepared by consultants to BCUS, including any separate meetings with other members of the City’s financial team.
• Review, comment on, and participate in meetings about any revisions to the CFDs and EIFD public financing approach.

HR&A Advisors Inc. | Revised CNWS Scope for 2024-2026 | 3 • Assist City staff to present and discuss any updates to the Draft DDA/DA, summarized pro forma, and other related matters with the City Council.

Task 3.9 Economic Development Conveyance Negotiations. HR&A will continue to participate in negotiations
between the City, BCUS and the U.S. Navy, as needed, to revise the draft EDC MOA. We assume this will include HR&A time to:
• Assist the City team and BCUS to make any needed revisions to the financial transaction with U.S. Navy representatives for project land transfers, and related terms and conditions. • Assist City staff to make any needed revisions to other relevant sections of the Draft EDC MOA. • Assist City staff to present and discuss any needed revisions to the Navy land conveyance transaction terms and conditions and the Draft EDC MOA with the City Council.

Task 3.10 Other. Allowance for:
• Any other services the City may request that are within HR&A’s area of expertise. • Travel costs for any in-person meetings for Tasks 3.5 and 3.9 listed above. We assume that HR&A will participate in most meetings via an on-line communication platform, but that some meetings may be conducted in person.

Year 4 – March 2027 through February 2028
Task 4.5 Development & Disposition Agreement/Development Agreement Negotiations. HR&A will participate, as needed, in negotiations to finalize the DDA/DA. We assume this will include additional HR&A time to:
• Review, comment on, and participate in meetings about the final DDA/DA agreement sections prepared by the City’s outside legal counsel, including any separate meetings with other members of the City’s financial team.
• Review, comment on, and participate in meetings about the final DDA/DA agreement section revisions proposed by BCUS’s legal counsel.
• Review preparation of the Final Specific Plan, the Final Environmental Impact Report, and final recommendations for natural resource permitting and site remediation, to the degree those documents and procedures impact the terms and conditions of the final DDA/DA and project pro forma. • Review, comment on, and participate in meetings about the final project pro forma, including any separate meetings with other members of the City’s financial team. • Review, comment on, and participate in meetings about the final fiscal impact report, including any separate meetings with other members of the City’s financial team. • Review, comment on, and participate in meetings about the final form of the CFDs and EIFD. • Review and comment on the City staff report recommending approval of the Final Specific Plan, Final EIR, and Final DDA/DA, including the project pro forma.
• If requested, attend the City Council/LRA public hearing(s) to consider approval of all documents required to implement project entitlements.

Task 4.9 Economic Development Conveyance Negotiations. HR&A will continue to participate in negotiations between the City, BCUS and the U.S. Navy, as needed, to finalize the as needed. We assume this will include HR&A time to:
• Assist City staff to finalize the financial terms and conditions for the Navy land conveyance to the City.

HR&A Advisors Inc. | Revised CNWS Scope for 2024-2026 | 4 • Assist City staff to finalize the other relevant sections of the Final EDC MOA. • Assist City staff to present and discuss the
final Navy land conveyance terms and conditions and the Final Draft EDC MOA with the City Council.

Task 4.10 Other. Allowance for:
• Any other services the City may request that are within HR&A’s area of expertise. • Travel costs for any in-person meetings for Tasks 4.5 and 4.9 listed above. We assume that HR&A will participate in most meetings via an on-line communication platform, but that some meetings may be conducted in person.

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EXHIBIT “B”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, their agents,
representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of th e execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on May 26, 2026 between the City o f Concord, a Cali fornia municipal corporation, ("CITY") and H.T. Harvey & Associates, C Corporation, 983 University Avenue , Building D, Los Gatos, CA 94111 (“CONSULTANT”).

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, u nderstandings and intentions:

The CITY desires t o contract with CONSULTANT t o provide t he professional se rvices described in Section 2 of this Agreement, upon the t erms and conditions he reinafter set forth.

NOW, THEREFORE, I N CONSIDERATI ON of t he mutual c ovenants and p romises of t he parties herein co ntained, the parties h ereto agree as follows:

1. TERM. This Agreement shall commence on April 1 , 2026 and expire on March 3 1, 2027.

2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's Authorized Representative, CONSULTANT shall perform the services described in det ai l in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to the projects and undertakin gs contemplated by this A greement.

3. PAYMENT.

The compensation t o be paid to CONSULTANT including payme n t for professional
services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no event shall the amount CITY pays CONSULTANT exceed Four Hundred Seventy- Seven Thousand One Hundred Seventy Six Dollars d ollars ( $477 ,176) for the term o f th is Agreement. Any Amendment to this Agreement that includes an increase to this compensation amount shall be made in accordance with Section 5 below.

CONSULTANT may submit monthly statements for services rendered; all statements sha ll include adequate documentation demonstrating work performed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that
meets all requirements of this Agreement. Payme nt by CITY shall not be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the Attachment 7

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time of payment.

4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse Department. The CONSULTANT’s authorized representative is Stephen Rottenborn, Principal.

5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such s ervices.

A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section

3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.

CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.

6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times

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remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers, officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.

CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.

As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, per sonal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .

7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other

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consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.

Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.

9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans , specifications, maps, estimates, reports, manuscripts, drawing s, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without re striction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]

10. INDEMNIFICATION.

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A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.

11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.

13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a

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mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.

14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.

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16. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT :
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) P ossesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.

18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other

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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
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22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.

24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse Department
City of Concord
1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]

To CONSULTANT: Stephen Rottenborn,
Principal
H.T. Harvey & Associates
983 University Avenue , Building D
Los Gatos, CA94111
Phone: (408)458-3205
Email: srottenb [email protected]

25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have

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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.

CONSULTANT CITY OF CONCORD, a Municipal
Corporation

By:_________________________________ By:______________________________ Name: Stephen Rottenborn Name: Valerie J. Barone Title: Principal Title City Manager
Address: 983 University Avenue , Building D Address: 1950 Parkside Drive Los Gatos,CA 94111 Concord, CA 94519
Telephone: (408)458-3205 Telephone: (925) 671-3150
Email: [email protected]
APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 2025/2026 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $477,176. Account Code 4029500C999-63800/4022721211-63800.

Finance Director's Signature

720 University Avenue, Suite 200  Los Gatos, CA 95032  408.458.3200  www.harveyecology.com Concord Reuse Project
Biological/Regulatory Assistance Scope Years 3-5 (April 1, 2026 – March 31, 2029) May 4, 2026
H. T. Harvey & Associates (HTH) proposes to continue assisting the City of Concord with biological resources issues and regulatory permittin g for the Concord Reuse Project by providing the services described below during Years 3-5 (April 1, 2026 – March 31, 2029). Tasks are numbered to match those in the task descriptions and cost spreadsheet provided by the City. The proposed costs of providing these services are listed in the attached spreadsheet. Our scope for Years 3-5 is based on the February 12, 2026 CNWS Integrated Schedule provided by the City.

Although HTH has recently joined Integral Consulting, this scope and attached budget pertain to biological resources and mitigation work that HTH has traditionally led on this project. Integral’s scope and budget for assistance with Clean Water Act, Porter-Cologne Water Quality Control Act, and Fish and Game Code Section 1602 regulatory permitting are being provided separately.

Tasks during the Period April 1, 2026 – March 31, 2027 (Year 3) Task 3.1 Specific Plan
HTH will assist the City and Brookfield with development of the Specific Plan by participating in meetings, providing written guidance and feedback, and reviewing materials related to biological resources and mitigation needs. HTH will provide reviews and comments on the Administrative Draft, Draft, and Final Specific Plans.

We have assumed that approximately 50% of our assistance with development of the Specific Plan will occur in Year 3.

Task 3.2 Infrastructure Master Plan
HTH will assist the City and Brookfield with development of the Infrastructure Master Plan by participating in meetings, providing written guidance and feedback, and reviewing materials related to biological resources and mitigation needs. We have assumed that all of our assistance with development of the Infrastructure Master Plan will occur in Year 3.

Task 3.3 CEQA Review
HTH will assist the City with California Environmental Quality Act (CEQA) review of the Specific Plan by providing information on natural resources, permitting approaches, and compensatory mitigation for sensitive/regulated habitats and special -status species; meeting with the City’s CEQA consultant to discuss those issues; and reviewing, commenting on, and otherwise assisting with the Administrative Draft Environmental Impact Report (EIR), Draft EIR, and Responses to Comments and Final EIR with respect to EXHIBIT “A”

H. T. HARVEY & ASSOCIATES
biological resources. We have assumed that approximately 25% of our assistance with CEQA review will occur in Year 3.

Task 3.4 LRA Operations
Conservation Measure 2 of the U.S. Fish and Wildlife Service ’s (USFWS’s) Biological Opinion (BO) requires the City to manage lands conveyed to it to prevent habitat degradation in sensitive areas such as the Mt. Diablo Creek corridor and the on -site conservation lands. As requested by the City, HTH will assist the City by providing recommendations for management activities, such as control of noxious weed infestations and conducting maintenance or repairs to prevent degradation of upland or aquatic habitat.

Task 3.7 Natural Resources Permitting
HTH assumes that approximately 60% of the natural resources permitting work that remains to be done will be performed during Year 3. As a result, there are a number of permitting and mitigation-related activities that HTH will perform during this period, as described in the following subtasks. The scope below pertains to HTH involvement in the biological resources aspects of permitting, including work on the California Endangered Species Act Incidental Take Permit (ITP), any Federal Endangered Species Act consultation that may be necessary due to changes in the project since U.S. Fish and Wildlife Service issuance of its 2017 Biological Opinion, and assistance with biological aspects of other permits. The majority of Clean Water Act, Porter - Cologne Water Quality Control Act, and Fish and Game Code Section 1602 permitting work will be performed by others at Integral Consulting and are covered in a separate scope and budget.

Subtask 3.7A Permitting Meetings. HTH will participate in meetings regarding regulatory, permitting, and compensatory mitigation issues with the City team, Brookfield, and resource agencies as necessary.

Subtask 3.7B ITP Coordination. HTH will continue coordinating with CDFW as necessary to obtain the ITP for potential take of the California tiger salamander (Ambystoma californiense). Such coordination will consist of meetings with CDFW and the City team and providing additional information that may be requested by CDFW.

Subtask 3.7C CDFW and USFWS Coordination Regarding On -Site Conservation Lands Documents.

The Habitat Mitigation and Management Plan (HMMP) describing enhancements to the on -site conservation area for California tiger salamander and California red -legged frog (Rana draytonii), as well as the Long -Term Management Plan (LTMP) describing how the on-site conservation area is to be managed, have been approved by the USFWS but not yet by CDFW. Based on preliminary comments by CDFW on those plans, we expect to have to make some revi sions to those plans, and respond to CDFW comments on the plans, in or der to obtain CDFW approval. In addition, any revisions to those plans made in response to CDFW comments would then need to be approved by th e USFWS. This task includes coordination, responses to comments, and HMMP/LTMP edits necessary to obtain approval of the final HMMP and LTMP by both agencies.

H. T. HARVEY & ASSOCIATES
Subtask 3.7D Wetland Mitigation and Monitoring Plan (WMMP). The City intends to provide compensatory mitigation for impacts to all vegetated wetlands regulated by the U.S. Army Corps of Engineers (USACE) and San Francisco Bay Regional Water Quality Control Board (RWQCB) via creation/restoration of seasonal wetlands in the vicinity of the former airfield. Arup has already prepared a rough grading plan and hydrologic analysis for this mitigation , and ESA will be leading the detailed grading for these wetlands . HTH will pre pare a WMMP that builds on Arup ’s and ESA’s work. The WMMP will describe the wetland conservation that the City will perform to compensate for impacts of Economic Development Conveyance (EDC) activities on jurisdictional wetlands. HTH will coordinate with the City team, USACE, and RWQCB regarding the wetland mitigation concept and assist with the development of more detailed wetland restoration planning. HTH will prepare conceptual revegetation plans based on the grading plans ; edit the WMMP p er comments from ESA and the City; submit the WMMP to the USACE and RWQCB; and edit the WMMP per (and respond to) comments from those agencies on the draft document. As part of WMMP development, HTH will also prepare a draft and final LTMP, along with an accompanying PAR analy sis, for the onsite wetlands preserve.

Subtask 2.7E Other Waters Mitigation Plan ( OWMP), Riparian Mitigation and Monitoring Plan (RMMP), and Willow Pass Creek Restoration Assistance . The OWMP describes how the City will compensate for impacts of EDC activities on “other waters” (jurisdictional streams regulated by the USACE and RWQCB). HTH drafted the OWMP in 2019. However, impacts on other waters may differ under Brookfield’s Specific Pla n from the impacts previously evaluated, and details of mitigation (which will be provided along Mt. Diablo Creek) may also be influenced by Brookfield’s plans. Under this task, HTH will revise the OWMP to adequately describe impacts from, and mitigation that considers, EDC development under Brookfield’s plans. We will also revise the OWMP based on design refinements by ESA, which is developing the grading plans for this mitigation.

Impacts to riparian habitats regulated by the CDFW and RWQCB will need to be mitigated by restoration and enhancement of riparian habitat along Mt. Diablo Creek. Although riparian restoration is described to some extent in the OWMP, that plan may not fully encompass all the riparian habitat mitigation necessary to meet agency permit conditions. The City team has decided that the Riparian Habitat Enhancement and Management Plan (RHEMP) described in Subtask 2.7F is not the appropriate document for describing riparian mitigation because the RHEMP is being provided only to the USFWS (as a condition of the BO). Therefore, HTH will prepare a separate RMMP that describes riparian habitat mitigation and long-term management of the riparian mitigation habitat preserve (expected to be the same area where the other waters preserve will be established).

This task includes drafting the document and associated maps and plans, editing the draft as necessary based on input from the City team, submitting it to the resource ag encies, and revising it per those agencies’ comments.

Based on feedback from the USACE, RWQCB, and CDFW, piping of the entire on-site reach of Willow Pass Creek may not be permittable. Rather, realignment and/or restoration of that creek may be necessary to both accommodate development and address the creek’s severe erosion and incision. Because realignment of the

H. T. HARVEY & ASSOCIATES
creek would need to be designed in consideration of Brookfield’s development plans, we have assumed that the majority of design and planning related to Willow Pass Creek would be performed by Brookfield’s team.

However, under this task, HTH would assist in the planning and design for Willow Pass Creek realignment to help achieve an outcome that would be permitted by the resource agencies. HTH’s assistance would include attending meetings with the City team, Brookfield, and the resource agencies to discuss these issues; providing guidance on creek restoration/realignment; and reviewing and commenting on Willow Pass Creek realignment plans prepared by Brookfield.

Subtask 2.7F Riparian Habitat Enhancement and Management Plan (RHEMP). The RHEMP is a plan required by Conservation Measure 6 of the USFWS BO that describes the Mt. Diablo Creek habitat enhancement and management activities that the City will implement. HTH previously worked with ESA and other members of the City’s team to identify proposed grading and other enhancement activities along Mt.

Diablo Creek and began preparation of the RHEMP based on the OWMP. However, the RHEMP was not completed. Under this task, HTH will complete the RHEMP. HTH will coordinate with the City team to incorporate any edits necessary based on City review; submit the document to the USFWS; respond to USFWS comments and edit the RHEMP as necessary based on those comments; and coordinate with the City and USFWS to finalize the RHEMP.

Subtask 2 .7G 404, 401, and 1602 Permitting Support. Development will necessitate a Clean Water Act (CWA) Section 404 permit from the USACE, CWA Section 401 Water Quality Certification and Porter - Cologne Waste Discharge Requirements from the RWQCB, and Section 1602 Lake or Streambed Alteration Agreement from the CDFW. We assume that other team members (e.g., Integral) will take the lead in preparing applications for these permits. However, HTH will continue to provide support during the preparation of those applications and coordination with those agencies. Such support will include providing information or files on HTH’s previous delineation of regulated habitats, providing information on compensatory mitigation, and providing other input as necessary.

Subtask 2.7H Federal Endangered Species Act Coordination. The project has already obtained a BO from the USFWS authorizing the project’s incidental take of the California tiger salamander, California red -legged frog, and Alameda whipsnake (Masticophis lateralis euryxanthus). However, some additional coordination with the USFWS regarding project effects on federally listed species is expected to be necessary. For example, the BO states that if outfalls to Mt. Diablo Creek are necessary, the City will need to provide the plans/designs for those outfalls to USFWS, which will determine whether any incidental take associated with the outfalls is covered by the BO or whether additional consultation (e.g., a BO amendment) is necessary. Any changes to the project described in the BO, especially any changes in impacts, may necessitate a BO amendment. In addition, one species that was not listed or proposed for listing when the BO was issued – northwestern pond turtle (Actinemys marmorata) – is now proposed for federal listing and has been recorded on the project site. If this species is listed, a BO amendment may be necessary. HTH will coordinate with the USFWS as necessary regarding these issues and provide information requested by the USFWS (which may include an effects analysis

H. T. HARVEY & ASSOCIATES
for the northwestern pond turtle) to ensure that the project has the Federal Endangered Species Act incidental take authorization necessary.

Subtask 2 .7I Off-Site Listed Species Mitigation Coordination. The BO from the USFWS requires compensatory mitigation for the California tiger salamander and California red-legged frog both in the on-site conservation area and on off -site lands that have not yet been identified. HTH has been assisting the City in identifying suitable off-site mitigation lands by conducting surveys for the two focal species on off -site lands.

Under this task, HTH would continue providing such assistance by reviewing mitigation agreements and other documents related to mitigation and/or conducting additional field surveys and preparing conservation area documents (e.g., an HMMP describing any appropriate site/habitat enhancements, an LTMP describing long- term management of the conservation area, and a PAR analysis describing necessary long-term funding for site management and monitoring).

Subtask 2.7J Other Permitting Assistance. It is possible that additional permitting assistance may be needed for the project. For example, although the City has previously conveyed to the USFWS that it would not be seeking a Bald and Golden Eagle Protection Act permit, recent guidance from USFWS regarding buffers that should be maintained between construction activities and nests of the golde n eagle ( Aquila chrysaetos), which nests in the on-site conservation area, suggests that the USFWS may encourage the City to obtain such a permit.

In addition, the Crotch’s bumble bee (Bombus crotchii) and burrowing owl (Athene cunicularia) are candidates for state listing that may occur on the project site , and the CDFW has been increasingly encouraging projects to consider these species in planning and permitting, so if these species remain candidates or are actually listed, it is possible that take avoidance measu res or obtaining an ITP for these species would be necessary. This task includes time for HTH to assist with any permitting issues that may arise but that are not specified above, up to the budget provided for this task.

Tasks during the Period April 1, 2027 – March 31, 2028 (Year 4)

Task 4.1 Specific Plan
HTH will assist the City and Brookfield with development of the Specific Plan as described for Year 3. We have assumed that approximately 50% of our assistance with development of the Specific Plan will occur in Year 4.

Task 4.3 CEQA Review
HTH will assist the City with California Environmental Quality Act (CEQA) review of the Specific Plan as described for Year 3. We have assumed that approximately 50% of our assistance with CEQA review will occur in Year 4.

Task 4.4 LRA Operations
HTH will assist the City with LRA operations as described for Year 3.

H. T. HARVEY & ASSOCIATES
Task 4.7 Natural Resources Permitting
HTH will assist the City with natural resources permitting and mitigation as described for Year 3. We have assumed that approximately 30% of our assistance with this task will occur in Year 4.

Tasks during the Period April 1, 2028 – March 31, 2029 (Year 5)

Task 5.3 CEQA Review
HTH will assist the City with California Environmental Quality Act (CEQA) review of the Specific Plan as described for Year 3. We have assumed that approximately 25% of our assistance with CEQA review will occur in Year 5.

Task 5.4 LRA Operations
HTH will assist the City with LRA operations as described for Year 3.

Task 5.7 Natural Resources Permitting
HTH will assist the City with natural resources permitting and mitigation as described for Year 3. We have assumed that approximately 10% of our assistance with this task will occur in Year 5.

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EXHIBIT “B”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, their agents,
representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of th e execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on May 26, 2026 between the City o f Concord, a California municipal corporatio n, ("CITY") and Integral Consulting, Inc., C Corporat ion, 601 Mont gomery Street, San Francisco , CA 94111 (“CONSULTANT”).

THE PARTIES ENTER THIS AGREEMEN T based u pon the following facts, u nderstandings and intentions:

The CITY desires t o contract with CONSULTANT t o provide t he professional se rvices described in Section 2 of t his Agreement, upon the t erms and conditions he reinafter set forth.

NOW, THEREFORE, I N CONSIDERATI ON of the mutual c ovenants and p romises of t he parties herein co ntained, the parties h ereto agree as follows:

1. TERM. This Agreement shall commence on April 1 , 2026 and expire on March 3 1, 2027.

2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's
Authorized Representative, CONSULTANT shall perform the services described in det ai l in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to the projects and undertakin gs contemplated by this Agreement.

3. PAYMENT. The compensation t o be paid to CONSULTANT including payme nt for professional
services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no ev ent shall the amount CITY pays CONSULTANT exceed Four Hundred Ninety- Six Thousand Eight Hundred Dollars dollars ( $496,800) for the term of this Agreement . Any Amendment to this Agreement that includes an increa se to this compen sation amount shall be made in accordance with Section 5 below.

CONSULTANT may submit monthly statements for services rendered; all statements sha ll include adequate documentation demonstrating work performed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that
meets all requirements of this Agreement. Payme nt by CITY shall not be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the Attachment 8

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time of payment.

4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse Department . The CONSULTANT ’s authorized representative is Cameron Johnson, Principal.

5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such s ervices.

A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section

3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.

CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.

6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times

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remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers, officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.

CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.

As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, per sonal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .

7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other