Emeryville City Council
September 1, 2026

$345,000 for Fiscal Year 2026-2027, $362,250 for Fiscal Year 2027-2028, and $380,363 for Fiscal Year 2028-2029, for a total contract amount not to exceed $1,087,613; and, be it, further
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to make amendments to the Professional Services Contract with Operation Dignity as may be necessary to effectuate the contract’s purpose, provided such amendments do not materially increase the City’s obligations thereunder; and, be it, further
RESOLVED, that the City Council of the City of Emeryville hereby amends the operating budget for Fiscal Year 2026-27 by increasing the revenue in Fund 219 (Opioid Settlement Funds) by $42,141 and increasing expenditures in Fund 298 (Housing Asset Fund) by $50,000 and in Fund 219 (Opioid Settlement Funds) by $40,000 for the purposes of funding this contract in Fiscal Year 2026/2027
ADOPTED, by the City Council of the City of Emeryville at a Regular Meeting held September 1, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

MAYOR
ATTEST: APPROVED AS TO FORM:

CITY CLERK SPECIAL COUNSEL

ATTACHMENTS
▪ Exhibit A – Professional Services Contract with Operation Dignity City of Emeryville

C A L I F O R N I A

P R O F E S S I O N A L S E R V I C E S C O N T R A C T

THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is effective as of the Effective Date, as indicated on the Signature Page of this Contract, by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and OPERATION DIGNITY (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.

W I T N E S S E T H T H A T
WHEREAS, the City desires to engage Contractor for Homeless Outreach and Housing Navigation Services; and
WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows:

1. SCOPE OF SERVICES AND TERMINATION DATE

1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.

1.2 Services
The services to be completed under this Contract (“Services”) are described in the Scope of Work set forth in Exhibit A. The Services shall be performed in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.

1.3 Schedule and Completion Date
The Services to be provided by Contractor under this Contract shall commence on the Effective Date and terminate on JUNE 30, 2029. The Parties may, by mutual, written consent, extend the term of this Contract.

City of Emeryville | Professional Services Contract

2. WORK CHANGES

2.1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Scope of Work. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.

2.2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.

2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.

3. COMPENSATION AND METHOD OF PAYMENT

3.1 Compensation for Services Performed
City agrees to pay the Contractor for the Services performed and costs incurred by Contractor upon certification by the City that the Services were actually performed and costs actually incurred in accordance with the Contract. Compensation for Services performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. The City shall pay the Contractor within forty-five (45) days after approval of the invoice by City staff.

3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed ONE MILLION EIGHTY

SEVEN THOUSAND SIX HUNDRED TWELVE DOLLARS AND NO CENTS
($1,087,612.00), except as outlined in Section 2.3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage and express mail charges, photocopying and microcomputer time shall be at cost. Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden. Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.

City of Emeryville | Professional Services Contract

4. COVENANTS OF CONTRACTOR

4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.

4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City’s members, officers, agents, employees and volunteers, from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.

If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of City of Emeryville | Professional Services Contract

employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.

4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.

4.5 Records, Reports and Audits

4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.

B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.

4.5.2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.

4.5.3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Contract.

City of Emeryville | Professional Services Contract

4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.

4.7 Confidentiality
The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.

4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.

4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.

All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.

4.10 Key Personnel
Ivan Magana is necessary for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team without the City’s approval. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Contract and shall be grounds for termination.

City of Emeryville | Professional Services Contract

4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.

4.12 Ownership of Work
All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the Services to be performed by the Contractor (“Materials”) shall be and are the property of the City and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.

4.13 City Labor Requirements

4.13.1 Compliance
At the Effective Date, compliance with the City’s living wage ordinance is Required for this Contract. If this Contract provides for compensation to Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City’s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City’s laws.

4.13.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.

4.13.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and compensatory damages, as well as a penalty up to three times the amount of damages City of Emeryville | Professional Services Contract

for a willful violation, plus reasonable attorney’s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.

4.13.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. “Living Wage” means no less than $19.50 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.

4.13.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with the City’s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.

4.14 California Labor Requirements
Contractor is aware of the requirements of California Labor Code Section 1720 et seq. and corresponding regulations, which require the payment of prevailing wage rates and the performance of other requirements on “public works” projects (“Prevailing Wage Laws”). If the Services constitute “public works” under Labor Code Section 1720 et seq. and any corresponding regulations, Contractor agrees to fully comply with all applicable Prevailing Wage Laws, including, but not limited to, the payment of prevailing wages if the Services exceed $1,000 and the requirements set forth in this Section. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all applicable California Labor Code provisions, which include, but are not limited to, prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). Contractor must post all job site notices required by laws and regulations pursuant to Labor Code Section 1771.4.

4.14.1 Registration
Pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing Services subject to Prevailing Wage Laws must be City of Emeryville | Professional Services Contract

registered with the Department of Industrial Relations (“DIR”). Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

4.14.2 Prevailing Wages
Each worker performing Services under this Contract that is covered under Labor Code Section 1720, 1720.3, or 1720.9, must be paid at a rate not less than the prevailing wage as defined in Sections 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR.

Pursuant to Labor Code Section 1775, Contractor and any subcontractor will forfeit to City as a penalty up to $200 for each calendar day, or portion thereof, for each worker paid less than the applicable prevailing wage rate, in addition to paying each worker the difference between the applicable wage rate and the amount actually paid.

4.14.3 Legal Day’s Work
Pursuant to Labor Code Section 1810, eight hours of labor consists of a legal day’s work. Pursuant to Labor Code Section 1813, Contractor will forfeit to City as a penalty the sum of $25 for each day during which a worker employed by Contractor or any subcontractor is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless such workers are paid overtime wages under Labor Code Section 1815.

4.14.4 Certified Payroll
Contractor and its subcontractors must maintain certified payroll records in compliance with Labor Code Sections 1771.4, 1776, and 1812, and all implementing regulations promulgated by the DIR. For each payroll record, Contractor and its subcontractors must certify under penalty of perjury that the information in the record is true and correct, and that it has complied with the requirements of Labor Code Sections 1771, 1811, and 1815. Unless the Contract is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4, Contractor must electronically submit certified payroll records to the Labor Commissioner as required under California law and regulations. A certified copy of an employee’s payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to City, to the Division of Labor Standards Enforcement, or to the Division of Apprenticeship Standards of the DIR, as further specified in Labor Code Section 1776.

4.14.5 Apprentices
If the Contract is for $30,000 or more, Contractor must comply with the apprenticeship requirements in Labor Code Section 1777.5.

City of Emeryville | Professional Services Contract

4.14.6 Labor Compliance Oversight
This Contract is subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the DIR against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Contractor or any subcontractor.

4.14.7 Workers’ Compensation
Pursuant to the requirements of Section 1860 of the California Labor Code, Contractor will be required to secure the payment of compensation to his or her employees in accordance with the provisions of Section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
“I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

4.14.8 Event of Default
Failure by Contractor to comply with any provision of this Section, if applicable, shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.

5. TERMINATION
A. The City shall have the right to terminate this Contract for any reason whatsoever by providing written notice thereof at least five (5) calendar days in advance of the termination date.

B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.

C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.

City of Emeryville | Professional Services Contract

D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Contract, whether completed or in process, in the form specified by the City.

E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.

F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.

6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.

7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.

8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.

9. APPLICABLE LAW AND ATTORNEY’S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.

The prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.

City of Emeryville | Professional Services Contract

10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.

11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.

12. NOTICES

12.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between Valerie Bernardo for the City and Ivan Magana for the Contractor:

CITY CONTRACTOR
Valerie Bernardo, Economic
Development & Housing Manager
Phone No: (510) 546-8346
E-Mail : [email protected]
Ivan Magana, Outreach Program
Manager
Phone No: (510) 287-8465
E-Mail : [email protected]
City of Emeryville | Professional Services Contract

12.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:

CITY CONTRACTOR
Chadrick Smalley
1333 Park Ave.

Emeryville, California 94608
Phone No: 510 596-4300
E-Mail : [email protected]
with a copy to:

Valerie Bernardo, Economic
Development & Housing Manager
1333 Park Ave.

Emeryville, California 94608
Phone No: (510) 546-8346
E-Mail : [email protected]
Timothy Evans, Executive Director
318 Harrison Street, Suite 302
Oakland, CA 94607
Phone No: (510) 287-8465
E-Mail : [email protected]

13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original.

It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.

14. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

15. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.

16. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Contract or any interest herein without the prior written consent of the City.

Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

City of Emeryville | Professional Services Contract

17. WAIVER
The City’s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.

18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is Not Required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (“Other Requirements”) when attached hereto and incorporated herein by reference (“Other Requirements”). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit C shall control.

SIGNATURES ON FOLLOWING PAGE
City of Emeryville | Professional Services Contract

Approved As To Form:

City Attorney
Effective Date: CITY OF EMERYVILLE
LaTanya Bellow, City Manager
Dated: OPERATION DIGNITY
(Signature)
Timothy Evans, Executive Director

SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of __________________ (“Effective Date”).

CIP No. CCO:

Project No.

Reso No.

August 17, 2026
E-SIGNED by Timothy Evans
on 2026-08-17 19:37:52 GMT
E-SIGNED by John Kennedy
on 2026-08-20 14:58:36 GMT
Exhibit A: Scope of Work
Staffing Structure
Operation Dignity proposes the following key personnel to support the City of Emeryville Homeless Services Program. The proposed staffing structure is designed to support consistent field engagement, housing-focused outreach, operational coordination, reporting compliance, and responsive service delivery throughout the duration of the contract term . • Timothy Evans, Executive Director: As part of the proposed Emeryville program structure, the Executive Director will provide high-level oversight, contract support, organizational coordination, and executive guidance related to program implementation, operational continuity, and partnership management.
• Ivan Magana, Program Manager: Responsibilities within the proposed Emeryville program include operational oversight of outreach activities, coordination with city and community partners, reporting and compliance oversight, field engagement support, emergency response coordination, and supervision of day-to-day outreach and housing navigation activities.
• Najee Woodley, Outreach Coordinator: will support day-to-day field coordination, outreach engagement operations, service referrals, client stabilization support, transportation coordination, and housing-focused engagement activities. The Outreach Coordinator role is intended to support operational continuity, field responsiveness, and consistent engagement efforts throughout Emeryville. Responsibilities include direct outreach engagement, field coordination, collaboration with housing and service providers, client support activities, operational reporting assistance, and coordination of field-based outreach services.
• TBD, Housing Navigator: to support housing-focused stabilization and placement efforts within the Emeryville Homeless Services Program. The Housing Navigator will support housing search assistance, landlord engagement, documentation readiness, coordinated entry referrals, housing application support, and client stabilization efforts connected to permanent and interim housing opportunities. The Housing Navigator position is intended to strengthen housing-focused service delivery by providing dedicated navigation support while working collaboratively with outreach personnel, city partners, housing providers, and county systems to support continuity of care and long-term housing outcomes.

Availability & Emergency Response Capacity
Operation Dignity's staffing model is designed to provide consistent outreach coverage, responsive field engagement, and coordinated support services throughout Emeryville during established operational service hours. The Housing Navigator position will have flexibility to operate during standard weekday business hours, Monday through Friday, approximately 9:00 a.m. to 5:30 p.m., to align with partner agency availability, long-term landlord coordination activities, benefit access systems, housing application processes, and other housing-focused service functions that typically occur during regular business hours. The Housing Navigator position will provide one Saturday outreach shift per month to support broader outreach coordination and community engagement activities.

The Outreach Coordinator position will maintain a flexible outreach deployment schedule designed to support immediate field responsiveness, evening engagement opp01tunities, community visibility, and coordination with unsheltered individuals who may be more accessible outside of traditional business hours. The Outreach Coordinator will support at least one evening outreach shift per week in addition to one scheduled Saturday outreach shift per month.

This staffing structure is intended to support both housing-focused coordination activities during standard operational hours and flexible outreach engagement capacity responsive to field conditions and community needs throughout Emeryville.

Work Plan
Operation Dignity proposes a housing-focused outreach and stabilization model centered on consistent field engagement, responsive service coordination, regional collaboration, and individualized support for individuals experiencing homelessness within the City of Emeryville. The outreach model includes regular field deployment throughout Emeryville to conduct proactive outreach engagement, client follow-up, wellness checks, housing-focused case coordination, service referrals, transportation support, documentation readiness assistance, and stabilizationfocused engagement activities.

Service Approach
Operation Dignity's approach emphasizes early engagement, prevention-focused coordination, and responsive communication to support family stabilization and reduce barriers to accessing services and housing resources. Program oversight staff will support operational coordination, municipal communication, reporting oversight, staffing supervision, regional coordination, emergency response support, and implementation oversight connected to the Emeryville outreach program.

The Outreach Coordinator will support day-to-day field engagement operations, outreach deployment coordination, service referrals , transportation assistance, reporting support, and ongoing engagement activities connected to unsheltered individuals throughout Emeryville. The Outreach Coordinator will maintain regular field presence and assist with responsive engagement efforts, emergency response coordination, and operational continuity.

The Housing Navigator position will provide dedicated housing-focused suppo1t services including housing search assistance, landlord partnership and engagement across surrounding counties, housing application support, documentation readiness, coordinated entry referrals, stabilization planning, and connection to interim and permanent housing opportunities. The Housing Navigator will work collaboratively with outreach staff, city partners, housing providers, and regional systems of care to support long-term housing outcomes and continuity of support services. When appropriate and available, staff may also assist with coordination and referrals connected to interim shelter, emergency temporary housing opportunities, and stabilization-focused placement resources.

Operation Dignity's service approach includes:

The outreach structure is intended to support immediate and longer-term housing stability and client needs, city expectations, and community involvement/engagement throughout the contract period.

Coordinated Entry System (CES) Coordination
Operation Dignity has experience working within Alameda County's Coordinated Entry System (CES) framework and coordinating with Housing Resource Centers (HRCs), mobile access teams, housing providers, and regional homelessness response partners throughout Alameda County. The entire team has 1 0+ years of experience utilizing HMIS and assisting clients with connections to Housing Resource Centers and Coordinated Entry access points for housing-focused assessment, referral, and stabilization services. The team will support ongoing coordination with county and regional partners to assist eligible clients with CES connection, documentation readiness support, referral coordination, and linkage to appropriate housing and stabilization resources through established regional systems and partnerships. Our model is designed to reduce barriers to access, while maintaining continuity of engagement, and supporting clients through Alameda County's coordinated homelessness response system.

Rapid Rehousing & Housing Stabilization Support
Operation Dignity's housing-focused service model will support Rapid Rehousing coordination activities including housing search support, landlord engagement, move-in coordination, stabilization planning, and ongoing housing retention support for eligible clients. The Housing Navigator will assist clients with documentation readiness, housing applications, referrals to available financial assistance resources, and post-placement follow-up intended to suppo1i longterm housing stability and successful tenancy outcomes. The approach emphasizes practical housing stabilization strategies, ongoing client engagement, and collaborative problem-solving with landlords, housing providers, and regional partners to support sustainable housing outcomes.

During housing stabilization, the housing navigator will provide support for up to 30 days if needed for client success after being permanently housed.

School & Family Coordination Support
Operation Dignity understands the importance of outreach and community engagement under the McKinney Vento Act and how early intervention and coordinated support for children and families experiencing housing instability (homelessness, in a place not meant for habitation, couch-surfing) or at imminent risk of homelessness. The outreach and housing navigation structure will support coordination efforts with the Emeryville Unified School District and designated school-based personnel, including advocates, engagement staff, and family support personnel, to assist with referrals, stabilization resources with homelessness prevention efforts, and other service connections.

Opioid Response & Harm Reduction Support
Operation Dignity understands the disproportionate impact substance use disorder and opioidrelated health risks can have on individuals experiencing homelessness. The outreach and housingfocused service model incorporates harm reduction and supportive service coordination strategies intended to support client safety, stabilization, and connection to appropriate care systems.

Outreach staff may provide overdose prevention education, referrals to substance use and behavioral health resources, distribution of available harm reduction materials, Narcan coordination when available, and linkage to healthcare and recovery-oriented support services based on client needs and willingness to engage in services. Operation Dignity's approach emphasizes nonjudgmental engagement, practical harm reduction strategies, and coordinated referral pathways intended to support long-term stabilization and improved health outcomes for vulnerable populations experiencing homelessness.

Emerging Needs
Operation Dignity will provide financial assistance to address the immediate needs of people experiencing homelessness, public health issues and emergencies related to homelessness, and to address emergency housing placement for displaced Emeryville residents. These funds will be allocated for needs such as utility deposits, pest infestations, bed bug infestation replacement needs, vaccinations, mobile healthcare van stops, shelter slots, service incentives and similar items, to be administered by the selected service provider.

Imminent Need Emergency Housing Placement
Operation Dignity will work with the City to develop guidelines to implement an imminent need housing support program to assist those households and families in imminent risk of becoming homeless with short term financial assistance.

Opioid-Related Supportive Activities Budget Narrative
Operation Dignity has included $40,000 under Line-Item 9D – Opioid-Related Supportive Activities. This allocation will support eligible opioid-remediation activities for clients impacted by opioid use disorder, overdose risk, opioid-related harms, or co-occurring substance use and mental health needs.

A limited portion of this allocation, approximately $5,721, is budgeted for direct personnel time. This represents approximately four total hours per week, split between the Outreach Coordinator and Housing Navigator, when staff are providing eligible opioidrelated supportive activities. These activities may include field-based assessment, outreach engagement, housing navigation, stabilization planning, care coordination, service linkage, transportation coordination, case management, recovery-oriented support, and related documentation.

This personnel allocation is not intended to fund general program staffing. It is a proportional allocation for documented staff time spent on eligible opioid-remediation activities.

The remaining balance, approximately $34,279, is budgeted under Other Expenses for eligible direct service costs connected to opioid-remediation work. For budgeting purposes, these costs are grouped under Other Expenses; however, actual expenditures will be classified and documented at the time of billing based on the specific eligible use.

Eligible expenses may include emergency stabilization support, transportation or service linkage, harm reduction-related supplies, recovery-oriented client supports, documentation assistance, and other qualifying supportive service expenses.

Operation Dignity will maintain appropriate documentation for all costs charged to this line, including staff time records, invoices, receipts, case notes, client need documentation, and other billing support when applicable. This structure allows the program to respond to real-time client needs while ensuring that opioid settlement funds are used only for allowable opioid-remediation purposes.

City of Emeryville 2026 RFP Homeless Services Budget Proposal Organization:

Service Type Primary Staff Member(s) Position Hourly Rate Hours/ Week Salaries Other
Expenses
26/27
Annual
Budget
27/28
Annual
Budget
28/29
Annual
Budget
Outreach & Housing Case Management 100,129 105,136 110,393 a. Engagement on Site
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 24 48,092 3,946 52,038 54,640 57,372
b. Assessment & Case Management
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 20 34,351 34,351 36,069 37,872
c. Supportive Activities
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 8 13,740 13,740 14,428 15,149
d. Opiod Related Supportive Activiites
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 4 5,721 34,279 40,000 42,000 44,100
Program Administration 51,662 54,245 56,957
a. Program Management Ivan Magana & Tim Evans
Outreach Program
Manager, Executive
Director
PM: .07 FTE, ED:
.02 FTE 2 3,195 13,885 17,080 17,934 18,831
b. Landlord Outreach
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 4 6,555 6,555 6,883 7,227
c. Travel
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 4 6,870 600 7,470 7,844 8,236
d. Reporting
Ivan Magana, Proposed Housing
Navigator & Najee Woodly
Program Manager,
Outreach Coordinator,
Housing Navigator
PM: .07 FTE,OC:
$36.06/hr, HN:
$30/hr 6 15,746 15,746 16,533 17,359
e. Bi-Weekly Meetings with City
Ivan Magana, Proposed Housing
Navigator & Najee Woodly
Program Manager,
Outreach Coordinator,
Housing Navigator
PM: .07 FTE,OC:
$36.06/hr, HN:
$30/hr 3 3,046 3,046 3,199 3,359
f. Quarterly Meeting with City/EUSD
Tim Evans, Ivan Magana,
Proposed Housing Navigator &
Najee Woodly
Program Manager,
Outreach Coordinator,
Housing Navigator,
Executive Director
PM: .07 FTE,ED:
.02 FTE, OC:
$36.06/hr, HN:
$30/hr 4 1,764 1,764 1,852 1,945
Regional Coordination 6,870 7,214 7,574
a. Monthly Meeting North County Hub
Ivan Magana, Proposed Housing
Navigator & Najee Woodly
Program Manager,
Outreach Coordinator,
Housing Navigator
PM: .07 FTE,OC:
$36.06/hr, HN:
$30/hr 3 3,435 3,435 3,607 3,787
b. Quarterly Meeting North County Hub
CES Operations
Ivan Magana, Proposed Housing
Navigator & Najee Woodly
Program Manager,
Outreach Coordinator,
Housing Navigator
PM: .07 FTE,OC:
$36.06/hr, HN:
$30/hr 3 3,435 3,435 3,607 3,787
Additional Services Proposed 75,000 78,750 82,688
a.Rapid Rehousing/Housing Retention
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 4 6,870 43,130 50,000 52,500 55,125
b.Emerging Needs/Stabilization Support
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 4 6,870 3,130 10,000 10,500 11,025
c.Imminent Risk tbd
Najee Woodley & Proposed
Housing Navigator
Outreach Coordinator,
Housing Navigator
OC: $36.06/hr,
HN: $30/hr 4 6,870 8,130 15,000 15,750 16,538
Total Salaries 166,562
Total Benefits (24%) 39,975 39,975 41,974 44,072
Total Personnel 206,537
Total Add'l Operation Costs 107,100
Total Direct Costs 313,636
Indirect Costs - 10% 31,364 31,364 32,932 34,578
Totals 345,000 345,000 362,250 380,362
Note: The budget shall provide a minimum of 40 hours consistent service per week for duration of the contract term. Where primary staffing becomes unavailable, back-up staffing, approved by the City of Emeryville, shall be provided.

Operation Dignity, Inc.

City of Emeryville

C A L I F O R N I A

E X H I B I T B
Contract Insurance Requirements
As used in this Exhibit B, Contractor refers to OPERATION DIGNITY

1. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:

1.1 Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:

General Liability
Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).

Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto) or if Contractor owns no vehicles, this requirement may be met through a non-owned auto endorsement to the General Liability Policy.

Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors or omissions of the Contractor wherein “Covered Professional Services” as designated in the policy must specifically include Services performed under this Contract.

Workers’ Compensation and Employer’s Liability
Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.

Pollution Liability Insurance
Pollution Liability insurance for claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater. This shall include on and off-site clean up and emergency response costs and claims arising from above ground and below ground storage tanks.

City of Emeryville | Contract Insurance Requirements (Exhibit B)

1.2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:

General Liability
All Contract Types
$1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.

OR
Construction Specific
$ per occurrence and $ aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse and underground property damage hazards.

Automobile Liability
$2,000,000 per accident for bodily injury and property damage.

Professional Liability / Errors and Omissions
$ per claim and aggregate.

Workers’ Compensation and Employer’s Liability
Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease.

Pollution Liability Insurance
$ per occurrence and $ aggregate.

Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.

2. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:

General Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with City of Emeryville | Contract Insurance Requirements (Exhibit B)

respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it; and (4) the insurance coverage shall contain standard separation of insureds provisions.

Automobile Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.

Workers’ Compensation and Employer’s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

Pollution Liability Coverage
(1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to claims arising from the City of Emeryville | Contract Insurance Requirements (Exhibit B)

discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.

3. NO SPECIAL LIMITATIONS
The required insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.

4. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

5. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

6. VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The City of Emeryville | Contract Insurance Requirements (Exhibit B)

certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

7. SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.

8. REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.
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City of Emeryville

C A L I F O R N I A

M E M O R A N D U M
DATE: September 1, 2026
TO: Mayor and City Council Members
FROM: LaTanya Bellow, City Manager
SUBMITTED BY: Chadrick Smalley, Community Development Director SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EMERYVILLE

AUTHORIZING THE CITY MANAGER TO ENTER INTO AN

AGREEMENT BY AND BETWEEN THE COUNTY OF ALAMEDA AND

THE CITY OF EMERYVILLE FOR THE PURPOSE OF CARRYING OUT

THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FOR
FISCAL YEAR 2026-27 AND AMENDING THE FISCAL YEAR 2026-2027 OPERATING BUDGET TO INCREASE REVENUE IN FUND NO 205 BY
$62,164 AND INCREASE EXPENDITURES IN FUND NO. 205 BY
$59,664

RECOMMENDATION
Staff recommends that the City Council adopt the attached resolution authorizing the City Manager to enter into an Agreement with Alameda County to carry out the Community Development Block Grant (CDBG) Program for Fiscal Year 2026-27 (the “CDBG Agreement”) and amend the 2026-2027 operating budget to increase revenue and expenditures in Fund No. 205.

BACKGROUND
The City of Emeryville is part of the Alameda County Urban County under the guidelines of the CDBG program administered through the federal Department of Housing and Urban Development (HUD). Cities must have populations of 50,000 or more in order to directly receive CDBG entitlement funds. Because Emeryville’s population is below this threshold, its CDBG funds are provided through Alameda County’s Housing and Community Development Department (HCD). The other cities comprising the Alameda County Urban County are Albany, Dublin, Newark, and Piedmont.

As the entitlement jurisdiction for Urban County CDBG funds and Alameda County HOME Consortium funds, Alameda County HCD enters three-year “Cooperation Agreements” with the Urban County cities participating in the CDBG and HOME programs. Resolution No. 26-50, adopted by the City Council on June 16, 2026, authorized the execution of the Cooperation Agreement with Alameda County for federal fiscal years 2027 through 2029.

Alameda County HCD uses a formula for allocating funds among the Urban County jurisdictions. The formula is based upon the percentage of population under the poverty level and the percentage of substandard housing in each jurisdiction. Each year, upon notification from HUD of the Alameda County Urban County grant amount, the County FY2026-27 CDBG Agreement with Alameda County
City Council Meeting | September 1, 2026

informs the City of its share. HUD requires an annual agreement between the individual Urban County cities and Alameda County that specifies how each city’s CDBG allocation will be programmed. The County has administered Emeryville’s CDBG program on behalf of the City since Fiscal Year 2015-16.

The CDBG allocation of federal funds through the Urban County to the City of Emeryville for Fiscal Year 2025-26 was $79,125. This agreement was authorized by the City Council on September 2, 2025 through Resolution No. 25-080, and executed by Alameda County on October 14,2025. The City has until June 30, 2027, to expend these funds.

DISCUSSION
The CDBG allocation of federal funds through the Urban County to the City of Emeryville for Fiscal Year 2026-27 is $78,445. The attached Agreement (Exhibit A to the Resolution) describes how this allocation will be programmed by the County. The distribution of funds for activities within Emeryville includes the following:
▪ Meals on Wheels: Delivers weekday meals to seniors and people with disabilities. ▪ Multifamily Essential Systems Rehab Program: Provides funding to existing multifamily projects that serve low-income households that need to address the repair or replacement of major essential systems that are beyond their useful life or need improvement for their efficient use.
▪ Minor Home Repair Program: Provides funding for needed repairs that affect the health and the safety of low-income, elderly and disabled homeowners.

A resolution has been prepared to authorize the City Manager to enter into a two-year agreement with Alameda County for the CDBG Program for Fiscal Year 2026-27. The CDBG Agreement between the City and County is attached as Exhibit A to the accompanying resolution. The Agreement specifies that the City’s FY 2026-27 funding must be expended by June 30, 2028 and will be allocated as follows:

Emeryville Meals-On-Wheels Program $20,000
Multifamily Essential Systems Rehab Program $36,845
Program Administration $6,600
Emeryville Implemented CDBG Programs FY26-27 $63,445
Minor Home Repair Program $15,000
Alameda County Implemented CDBG Programs FY26-27 $15,000 Total Emeryville CDBG Allocation FY26-27 $78,445

FISCAL IMPACT
The attached CDBG Agreement has no impact on the General Fund. CDBG funds in the amount of $78,445 for Fiscal Year 2026-27 are allocated from federal funds through the Urban County to the City of Emeryville and administered by Alameda County. Of this amount, $63,445 will be expended directly by the City, for the Meals-On-Wheels Program FY2026-27 CDBG Agreement with Alameda County
City Council Meeting | September 1, 2026

($20,000), the Multifamily Essential Systems Rehab Program ($36,845), and program administration ($6,600) while $15,000 will be expended by Alameda County directly, for the Minor Home Repair Program.

Additionally, the City entered into a CDBG Agreement with Alameda County for the 2025- 2026 Fiscal Year which allocated $46,719 in CDBG funds to be expended directly by the City by June 30, 2027. These funds remain unexpended and need to be added to the 2026-2027 operating budget for Fund 205.

The attached resolution also authorizes an amendment of the City’s FY2026-27 budget to increase revenue by $62,164 in Fund 205, bringing the total from $52,767 to $114,931 and to increase expenditure by $59,664 in Fund 205, bringing the total from $50,500 to $110,164.

The changes are summarized in tabular form below:
2026-2027 Revenue
Fund Account Title Original
Budget
Change Revised
Budget
25-26
Allocation
26-27
Allocation
205 51400 Federal
Grants
48,000 62,164 110,164 46,719 63,444
205 56000 Investment
Earnings
4,767 0 4,767 0 0
Total 52,767 62,164 114,931 46,719 63,445

2026-2027 Expenditures
Fund Account Title Original
Budget
Change Revised
Budget
25-26
Allocation
26-27
Allocation
205 71040 Salaries &
Wages
22,500 17,500 40,000 20,000 20,000
205 80050 Professional
Services
28,000 42,164 70,164 26,719 43,445
Total 50,500 59,664 110,164 46,719 63,445

STAFF COMMUNICATION WITH THE PUBLIC
None.

CONFLICT OF INTEREST
None.

CONCLUSION
Staff recommends that the City Council adopt the attached resolution authorizing the execution of the Agreement by and Between the City of Emeryville and the County of FY2026-27 CDBG Agreement with Alameda County
City Council Meeting | September 1, 2026

Alameda for the CDBG Program for Fiscal Year 2026-27 and the amendment of the 2026-2027 operating budget for Fund No. 205.

PREPARED BY: Valerie F. Bernardo, Economic Development & Housing Manager

ATTACHMENTS
▪ Draft Resolution
➢ Exhibit A – Agreement By and Between the City of Emeryville and the County of Alameda
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EMERYVILLE

AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT BY AND

BETWEEN THE COUNTY OF ALAMEDA AND THE CITY OF EMERYVILLE FOR THE

PURPOSE OF CARRYING OUT THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FOR FISCAL YEAR 2026-27 AND AMENDING THE FISCAL YEAR 2026- 2027 OPERATING BUDGET TO INCREASE REVENUE IN FUND NO 205 BY $62,164 AND INCREASE EXPENDITURES IN FUND NO. 205 BY $59,664
WHEREAS, the City of Emeryville (“City”) desires to participate in the Community Development Block Grant (“CDBG”) Program under the Housing and Community Development Act of 1974; and
WHEREAS, the core purpose of the CDBG program is to provide decent housing and a suitable living environment for low- and moderate-income persons; and WHEREAS, the City currently participates in the CDBG Program as an Urban County city pursuant to the Cooperation Agreement by and between the City and the County of Alameda (“County”) adopted June 16, 2026; and
WHEREAS, the City and the County have an existing Agreement for 2025-2026 CDBG funds that does not expire until June 30, 2027 in which $46,719 is still available to expend; and
WHEREAS, the County has determined that the City’s share of CDBG funds for Fiscal Year 2026-27 is $78,445; and
WHEREAS, an annual agreement with the County has been prepared and specifies the City’s CDBG allocation for the 2026-27 Fiscal Year and the purpose of said funds; now, therefore, be it
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to enter into said agreement, in substantial form as attached hereto as Exhibit A; and, be it, further
RESOLVED, that the City Council of the City of Emeryville hereby amends the Operating Budget for Fiscal Year 2026-2027 by increasing anticipated revenues to CDBG Fund (Fund No. 205, Account 51400) by $62,164 to $110,164, and increase the expenditure appropriations for the CDBG Fund (Fund No 205, Account 71040) by $17,500 to $40,000 and increase expenditure appropriations for the CDBG Fund (Fund No 205, Account 80050) by $42,164 to $70,164.

Resolution No. _____
FY 2026-27 CDBG Agreement with Alameda County
City Council Meeting | September 1, 2026

ADOPTED, by the City Council of the City of Emeryville at a Regular Meeting held September 1, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

MAYOR
ATTEST: APPROVED AS TO FORM:

CITY CLERK SPECIAL COUNSEL

ATTACHMENTS
▪ Exhibit A – Agreement Between the City of Emeryville and the County of Alameda Procurement Contract No. 30387
1 AGREEMENT BY AND BETWEEN

CITY OF EMERYVILLE
AND

THE COUNTY OF ALAMEDA
THIS SUBRECIPIENT AGREEMENT is made and entered into this 1st day of July 2026, by and between the CITY OF EMERYVILLE, a municipal corporation located within Alameda County (hereinafter referred to as the "CITY"), and the COUNTY OF ALAMEDA, a body corporate and politic of the State of California (hereinafter referred to as the "COUNTY").

WHEREAS, the COUNTY will enter into a Grant Agreement with the United States Department of Housing and Urban Development (HUD), for a Community Development Block Grant (CDBG) under the Housing and Community Act of 1974, said funds to be used for Community Development Block Grant Programs and its eligible activities; and WHEREAS, the CITY and the COUNTY have entered into a Cooperative Agreement to form, along with other cities the Alameda County Urban County (the “Urban County”) to qualify for CDBG funds, funded by HUD; and
WHEREAS, the CITY is eligible for an entitlement of CDBG funds based on its participation in the Alameda County Urban County; and
WHEREAS, the COUNTY has allocated CDBG funds to the CITY based on the CITY’s participation in the Urban County; and
WHEREAS, the activities of the CITY under this Agreement with the COUNTY shall be governed by the conditions of the Grant Agreement between the COUNTY and the United States Department of Housing and Urban Development; and
WHEREAS, the parties desire that the COUNTY retain that portion of the CITY’s allocation providing for Minor Home Repair Program, which will be administered by Alameda County Healthy Homes Department; and
WHEREAS, the Parties have reviewed the CITY’s proposed projects and have determined that the projects are CDBG-eligible projects in accordance with HUD regulations and the conditions of the CDBG Grant Agreement;

NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES HEREINAFTER MADE, THE COUNTY AND THE CITY DO MUTUALLY AGREE AS FOLLOWS:

A. STATEMENT OF WORK AND COMPENSATION

1. The CITY shall perform or arrange for the performance of the work under this Agreement in the manner and time provided herein and in accordance with: the budget; the scope of work and any specifications and drawings; and all related documents and provisions attached hereto as Exhibit A and incorporated herein by reference.

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2 2. The maximum amount of fiscal year 2026 CDBG funds allocated to the CITY pursuant to this Agreement to perform the work described in Exhibit A in the amount of seventyeight thousand, four hundred forty-five dollars ($78,445) in CDBG entitlement funds.

Of this amount, the COUNTY will retain fifteen thousand dollars ($15,000) to reimburse the COUNTY for its services in providing minor home repair services set forth in Exhibit A. In the event that HUD reduces the Urban County CDBG allocation, the CITY's allocation will be reduced proportionately.

B. COMMENCEMENT AND COMPLETION REQUIREMENTS

1. This Agreement shall start on July 1, 2026, and be in effect until June 30, 2028, or until all fiscal year 2026 Urban County CDBG funds allocated to the CITY are disbursed to and expended by the CITY, or for the duration of any regulatory agreement or contract executed in conjunction with a project financed with fiscal year 2026 CDBG funds, or when all of the contract terms have been completed, whichever shall first occur.

2. It shall be the responsibility of the CITY to coordinate and schedule the work to be performed so that commencement and completion will take place in accordance with the provisions of this Agreement. The COUNTY may extend the time for completion of the work to be performed under this Agreement in writing, if it determines that delay in the progress of work is not attributable to the negligence of the CITY and that such delay was due to causes beyond the control of the CITY, and if such extension will not cause the COUNTY to be out of compliance with CDBG rules and regulations for timely commitment and expenditure of funds.

3. Any time extension granted to the CITY to enable the CITY to complete the work shall not constitute a waiver of rights the COUNTY may have under this Agreement.

4. Should the CITY not complete the work by the scheduled date or by an extended date, granted by the COUNTY in writing, pursuant to previously stated conditions, the COUNTY shall be released from all conditions of this Agreement.

5. Upon completion of performance under this Agreement and a determination of final costs, the CITY shall submit to the COUNTY a certificate of completion for construction projects and a requisition for final payment for service projects in a timely manner, unless otherwise provided in this Agreement.

6. As a part of this Agreement, the CITY will provide the COUNTY with the Certificate(s) of Insurance as outlined in Exhibit B.

C. SUBCONTRACTS

1. Any subcontract funding under this Agreement shall be submitted to the COUNTY for review and approval prior to its execution.

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3 2. In the event subcontractor is a private non-profit or neighborhood-based non-profit organization, or a local development or small business investment corporation, contractor is required to comply with the procurement procedures of the Office of Management and Budget (OMB) at Title 2 of the Code of Federal Regulations, Part 200 (2 CFR Part 200) and HUD regulations at 24 CFR § 570.502 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement.

3. Any subcontract funded under this Agreement shall be subject to the terms and conditions of this Agreement. Contractor shall inform the COUNTY in writing of any subcontracts entered into with these funds, the amount, the scope of work, any other information the COUNTY may from time to time require.

4. If Subrecipient is a religious organization, as defined by the Regulations, all conditions prescribed by HUD for the use of CDBG funds by religious organizations shall pertain.

D. BUDGET

1. Any requested modification to the Budget attached to this Agreement and incorporated as part of this Agreement, shall be reviewed and approved by the Alameda County Housing Director on behalf of the COUNTY. Any budget modifications require the prior written approval of Alameda County Housing Director on behalf of the COUNTY. Budget modifications shall not alter: 1) The basic scope of services (Exhibit A) required to be performed under this Agreement; 2) the time period for the services to be performed under this Agreement; and, 3) the total amount of the authorized budget of this Agreement (Exhibit A), subject to future amendments as approved by the Alameda County Housing Director. Any of the cost categories shown in the Agreement Budget, except administration, may be exceeded by ten percent of the indicated figure, provided that the total approved amount of allowable costs is not exceeded and stays under the 15% Urban County Public Services cap.

2. The CITY’s expenditure of FY26 funds will be monitored on a project-by-project basis, rather than by the Urban County as a whole. The CITY projects that do not spend down funds in any single quarter must provide a written explanation to the COUNTY as to why the project is stalled/delayed and when it is expected that the project will start to expend funds.

E. RECORDS AND REPORTS

1. All original documents prepared by the CITY in connection with the work to be performed under this Agreement shall be the property of the COUNTY.

2. The CITY's records shall be made available for review by the COUNTY prior to the release of funds. The CITY shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with 2 CFR Part 200 and 24 CFR § 570.502.

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4 3. Records must be kept accurate and up-to-date. Failure of the CITY to comply with this provision could result in termination of this Agreement or the CITY's repayment of funds previously awarded under this Agreement.

F. PROGRAM MONITORING AND EVALUATION

1. The CITY shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement, HUD regulations, and conditions of the Grant Agreement between the COUNTY and HUD, and the effective and efficient achievement of the Program Objectives.

2. The CITY shall undertake continuous quantitative and qualitative evaluation of the scope of services as specified in this Agreement and shall make quarterly written reports to COUNTY.

3. The quarterly written reports shall be submitted in the format approved and distributed by the COUNTY.

4. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days.

5. The COUNTY shall have ultimate responsibility for project monitoring oversight and evaluation, to assist the CITY in complying with the scope and contents of this Agreement, and to provide management information which will assist the COUNTY's policy and decision-making and managers.

6. The CITY shall follow audit requirements of the Single Audit Act and 2 CFR Part 200.

G. AUDIT REPORT

1. In addition to the reporting requirements listed in Section VI (Program Reporting and Evaluation), the CITY shall commission an independent auditing firm to prepare and file with the CITY an annual audit report for each year during the term of this Agreement. The CITY’s failure to submit the audit report may result in the termination of the Agreement.

2. The audit report is to be submitted to the COUNTY by March 30th of each year during the term of this Agreement. The audit report should state that an audit was made in accordance with the provisions of 2 CFR Part 200. The CITY will use the audit report to determine whether:
i. The financial statements of the CITY present fairly its financial position and the results of its operations in accordance with generally accepted accounting principles.

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5 ii. The CITY has (i) an internal control structure to provide reasonable assurance that the CITY is managing Federal awards in compliance with applicable laws and regulations, and (ii) controls that ensure compliance with laws and regulations that could have material impact in the CITY’s financial statements. iii. The CITY has complied with laws and regulations for the CDBG Program that may have a direct and material effect on the CITY’s financial statements. iv. The CITY shall also submit any internal control monitoring (or audit) conducted during the term of this Agreement to the COUNTY. The CITY shall require Providers with which the CITY contracts in connection with this Agreement to meet the same audit requirements set forth in this Section VI (D).

H. PROGRAM INCOME

1. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with 2 CFR Part 200.

2. Program income received by the CITY shall be returned to the COUNTY for future application to the CITY projects.

3. Program income from Urban County program activities undertaken by or within the CITY which thereafter terminates its participation in the Urban County shall continue to be program income of the COUNTY. The COUNTY may transfer the program income to the CITY, upon its termination of Urban County participation, provided that the CITY has become an entitlement grantee and agrees to use the program income in its own CDBG entitlement program.

I. UNIFORM ADMINISTRATIVE REQUIREMENTS

1. The CITY shall comply with Uniform Administrative Requirements as described in 24 CFR § 570.502 as applicable to governmental entities.

J. RELIGIOUS ACTIVITY PROHIBITION
The CITY may not engage in inherently religious activities, such as worship, religious instruction, or proselytizing, as a part of the program or services funded by this Agreement. Religious entities may use CDBG funds for secular activities only in accordance with the federal regulations specified in 24 CFR 570.200(j).

K. REVERSION OF ASSETS

1. Upon the expiration of this Agreement, the CITY shall transfer to the COUNTY any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds.

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6 2. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of ten years after the expiration of this Agreement or disposed of in a manner that results in the COUNTY being reimbursed at fair market value less value attributable to non-CDBG expenditures.

L. OTHER PROGRAM REQUIREMENTS

1. The CITY certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR §§ 570.600-570.612 and related to a) Nondiscrimination, b) Fair Housing, c) Labor Standards, d) Environmental Standards, e) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, l) Displacement, as well as the equal participation of faith-based organizations in HUD programs and activities at 24 CFR §

5.109..

2. Activities and programs under this Agreement shall be governed by the policies and procedures of the Alameda County Urban County or as directed by the COUNTY as grantee in order to ensure that compliance with all applicable laws and regulations.

M. TERMINATION OF THIS AGREEMENT
The COUNTY may terminate this Agreement in whole or in part immediately for cause, which shall include as example but not as a limitation:

1. Failure, for any reason, of the CITY to fulfill in a timely and proper manner its obligations under this Agreement, including compliance with the CITY, State and Federal laws and regulations and applicable directives;

2. Failure to meet the performance standards contained in other sections of this Agreement;

3. Improper use or reporting of funds provided under this Agreement; and

4. Suspension or termination by HUD of the grant to the COUNTY under which Agreement is made, or the portion thereof delegated by this Agreement.

Any and all notices, writings, correspondences, etc., as required by this Agreement shall be directed to the CITY and the COUNTY as follows:

CITY COUNTY
City Manager Housing Director
City of Emeryville Alameda County Housing and Community Development Department (HCD)
1333 Park Avenue 224 W. Winton Avenue, Room 108
Emeryville CA, 94608 Hayward, CA 94544
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7 N. HOLD HARMLESS/INDEMNIFICATION
To the fullest extent permitted by law, the CITY shall hold harmless, defend and indemnify the COUNTY, its Board of Supervisors, officers, employees and agents (collectively “Indemnitees”) from and against any and all claims, losses, damages, liabilities or expenses, including reasonable attorney fees, incurred in the defense thereof, for the death or injury to any person or persons (including employees of the CITY or the COUNTY) or damage of any property (including property of the CITY or the COUNTY) which arises out of or is in any way connected with performance of this agreement (collectively “Liabilities”) except where such Liabilities are proximately caused solely by the negligence or willful misconduct of any Indemnitee. [SIGNATURES TO FOLLOW ON THE NEXT PAGE]
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8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA CITY OF EMERYVILLE
By: _______________________________ By: ______________________________ President of the Board of Supervisors LaTanya Bellow
City Manager
Date: ______________________________ Date:_____________________________ Approved as to form by: Approved as to form by:

Andrea L. Weddle, Interim County Counsel
By: _______________________________ By: ______________________________ Kathleen Flynn,
Deputy County Counsel City Attorney
Date: _____________________________
By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement.

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Procurement Contract No. 30387
9 AGREEMENT BY AND BETWEEN

CITY OF EMERYVILLE
AND

THE COUNTY OF ALAMEDA

EXHIBIT A
05A – Public Service – Senior Services
Meals on Wheels will deliver meals to 17 low and very low-income seniors $20,000 14A – Rehabilitation of Single Unit Residential
Minor Home Repair Program that promotes the maintenance of homes for the benefit of low-income Alameda County residents. The COUNTY will retain funds allocated by the CITY for services to be performed by Alameda County Healthy Homes.
$15,000
14B – Rehabilitation of Multi-Unit Residential
Multifamily Essential Systems Rehab Program will address the repair or replacement of major essential systems that are beyond their useful life or need improvement of their efficient use to existing affordable multifamily rental projects.
$36,845
21A – Administration
Provide overall CDBG program administration. (Eligible costs defined in HUD CDBG regulations.) $6,600 for general admin.
$6,600
CONTRACT TOTAL for the CITY OF EMERYVILLE $78,445
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10 EXHIBIT A1

ALAMEDA COUNTY HOUSING AND COMMUNITY DEVELOPMENT
AND

CITY OF EMERYVILLE
CFDA number:
■□ CDBG 14.218
CFDA Title: Community Development Block Grants/Entitlement Funds Name of Federal Agency: U.S. Department of Housing and Urban Development (HUD) Subrecipient Unique Entity Identification: 021116418
Federal Award Date of award to HCD by HUD:

Federal Award Identification Number: B26-UC-06-0001
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11 EXHIBIT B

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS
Without limiting any other obligation or liability under this Agreement, the County, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following minimum insurance coverage, limits and endorsements. The County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. If the contractor maintains broader coverage and/or higher limits than the minimums shown below, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.

TYPE OF INSURANCE COVERAGES MINIMUM LIMITS
A Commercial General Liability
Premises Liability; Products and Completed Operations; Contractual Liability; Personal Injury and Advertising Liability
$1,000,000 per occurrence (CSL)
Bodily Injury and Property Damage
B Commercial or Business Automobile Liability
All owned vehicles hired or leased vehicles, non-owned, borrowed and permissive uses.

Personal Automobile Liability when extended to cover your business is acceptable for individual contractors with no transportation or hauling related activities $1,000,000 per occurrence (CSL)
Any Auto or Hired and Non-Owned Autos
Bodily Injury and Property Damage
C Workers’ Compensation (WC) and Employers Liability (EL) As required by State of California
WC: Statutory Limits
EL: No less than $1,000,000 per accident for bodily injury or disease D Endorsements and Conditions:

1. ADDITIONAL INSURED: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees, volunteers, and representatives are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Auto policy shall contain or be endorsed to contain additional insured coverage for the County.

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement. In addition, Insurance policies and coverage(s) written on a claims-made basis shall be maintained and evidence of insurance must be provided during the entire term of the Agreement and for at least five (5) years following the later of termination of the Agreement and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement. If coverage is cancelled or nonrenewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies, including excess and umbrella insurance policies, shall be primary and non-contributory coverage at least as broad as ISO CG 20 10 04 13 as respects the County, its officers, officials, employees, or volunteers. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the Contractor’ insurance and shall not contribute with it.

Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractor’s contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with an A.M. Best Rating of no less than A: VII or equivalent, shall be admitted to the State of California unless otherwise acceptable by Risk Management, and with deductible amounts acceptable to the County. Acceptance of Contractor’s insurance by County shall not relieve or decrease the liability of Contractor hereunder. Self-insured retentions must be declared and approved.

Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. The policy language shall provide or be endorsed to provide, that the self –insured retention may be satisfied by either the named insured or County.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall verify that the subcontractor, under its own policies and endorsements, has complied with the insurance requirements in this Agreement, including this Exhibit.

6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by one of the following methods:
– Separate insurance policies issued for each individual entity, with each entity included as a “Named Insured” (covered party), or at minimum named as an “Additional Insured” on the other’s policies. Coverage shall be at least as broad as in the ISO Forms named above. – Joint insurance program with the association, partnership or other joint business venture included as a “Named Insured”.

7. CANCELLATION OF INSURANCE: Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice of cancellation provided to the County in accordance with policy terms and conditions.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of insurance and applicable insurance endorsements as set forth in the provisions of this Agreement and this Exhibit C, in forms satisfactory to County, evidencing that all required insurance coverage is in effect. However, failure to obtain the required documents prior to the work beginning shall not waive the Contactor’s obligation to provide them. The County reserves the right to require the Contractor to provide complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Certificate C-1 Form 2001-1 (Rev. 03/31/20)
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City of Emeryville

C A L I F O R N I A

M E M O R A N D U M
DATE: September 1, 2026
TO: Mayor and City Council Members
FROM: LaTanya Bellow, City Manager
SUBMITTED BY: Chadrick Smalley, Community Development Director SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EMERYVILLE

AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST

AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT WITH

CHARMIN ROUNDTREE-BAAQEE DBA ART IS LUV INCREASING THE
CONTRACT AMOUNT BY $247,000 TO AN AS-AMENDED TOTAL
CONTRACT AMOUNT NOT TO EXCEED $545,000 AND EXTENDING
THE CONTRACT TERM TO JUNE 30, 2028 TO PROVIDE ADDITIONAL

SERVICES IN CONNECTION WITH ADVANCEMENT OF THE ARTS

CENTER PROJECT INCLUDING ORGANIZATIONAL DEVELOPMENT

AND NONPROFIT FORMATION, AND AUTHORIZING THE
AMENDMENT OF THE FISCAL YEAR 2026-2027 BUDGET TO
TRANSFER $247,000 FROM FUND 475 (GENERAL CAPITAL) CAPITAL IMPROVEMENT PROJECT NO. CF-09 (ART CENTER) TO THE
OPERATING BUDGET ACCOUNT 1800-80050 (PROFESSIONAL

SERVICES)

RECOMMENDATION
Staff recommends the City Council adopt the attached resolution authorizing the City Manager to execute the First Amendment to the Professional Services Agreement with Art is Luv for advancement of the arts center project, specifically for services related to organizational development and nonprofit formation, increasing the contract amount by $247,000 and extending the term to June 30, 2028. The attached resolution also authorizes the transfer of $247,000 from the General Capital Fund (Fund 475) capital improvement budget for the Art Center to the Fiscal Year 2026-2027 Operating Budget for Professional Services.

BACKGROUND
Project History
In March 2006, the Emeryville Redevelopment Agency (“Agency”) purchased 4060 Hollis Street, a property located immediately south of City Hall, northeast of the Hollis Street and 40th Street intersection. The property is 33,697 square feet and is almost completely occupied by a one-story brick building formerly occupied by the United Stamping Company. The Agency purchased this site for the purpose of adaptive reuse of the existing building to provide space for the annual Emeryville Celebration of the Arts Exhibition as well as year-round performing arts uses.

Art is Luv Professional Services Contract First Amendment City Council Meeting | September 1, 2026

The Arts Center is one of the City Council’s priorities as identified in the City’s Strategic Plan by the City Council on March 21, 2025, and designated as one of four “Top Priority” initiatives during the City Council’s Strategic Planning Session held on February 20, 2026.

From 2006 through 2020, several plans were advanced to implement the Arts Center project. The most recent attempt culminated in a Lease Disposition and Development Agreement (LDDA) between the City and Orton Development Incorporated (ODI) which was executed in October 2020. The LDDA contained provisions intended to ensure the long-term financial viability of the Art Center, including a provision allowing for the termination of the LDDA if any of the conditions precedent to the lease were impossible to meet. During the course of implementing the LDDA, the City determined that the submittal of a Financing Plan with Development Costs less than $12,900,000, as required by the conditions precedent to lease, was not possible. Accordingly, the City provided notice of termination of the LDDA on October 11, 2022.

July 18, 2023 Study Session
On July 18, 2023, the City Council held a study session on options for next steps for the Art Center, where staff reviewed the project’s history in detail and presented several options for proceeding.

The City Council provided direction to staff as follows:

The following project objectives were confirmed:
• Minimize City subsidy while ensuring fiscal sustainability of operations • Maximize civic and community arts-based uses of the facility • Expedite completion of the project
• Utilize robust community engagement in developing programming for the facility
The following project key elements were confirmed:
• Dedicated space for annual Emeryville Celebration of the Arts • Dedicated and managed gallery space for local artists • Flexible use space suitable for performing arts and other community events The City Council supported implementation of the project through a “hybrid” implementation approach, where the City would contract for the design and construction of a building that met the minimum, immediate need of providing a suitable facility for the Emeryville Celebration of the Arts and to find a private operating partner later, however, the City Council also urged early and robust engagement of the community to ensure any building constructed through this method is responsive to the community’s needs and not just a building shell, and to advance the discussion on operating models and organizations.

The City Council indicated openness to the potential for the project to utilize new construction rather than adaptive reuse of the existing unreinforced masonry building on the project site if this approach would improve financial feasibility of the project.

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The City Council also directed staff to assemble a “task force” of individuals to advise staff and the Council on implementation of the project, particularly in the area of operational models.

February 20, 2024 Update
On February 20, 2024, the City Council was provided an update on the establishment of the Art Center Advisory Group (ACAG), which was appointed by the City Manager on December 18, 2023. The City Council also adopted Resolution No. 24-018, authorizing the execution of a Professional Services Contract with consultants Charmin RoundtreeBaaqee and Jean Johnstone Consulting, doing business as Art is Luv (AIL/JJC) (Attachment A) for advancement of the project through the performance of the following tasks:
• Review of background documentation (including prior studies, business plans, pro-forma financial statements, cost estimates, etc.)
• Conduct robust outreach to update prior visioning exercises and arrive at a current vision for the project that is responsive to community needs • Engage and help form agenda topics for ACAG discussion, input and advice • Evaluate the feasibility of reuse of the existing building through architectural and structural subconsultants to determine the most efficient method of delivering a usable building
• Analyze operational funding and partnership models
• Develop a framework for organizational structure for operations November 19, 2024 Study Session
On November 19, 2024, the City Council held a study session to receive an update on the project and provide staff direction considering the information gathered since the February 20, 2024 update. This information included an analysis of the feasibility of reusing the existing structure at 4060 Hollis as compared to new construction, which found that the costs of these two options are comparable, and that embodied carbon is also comparable when considering the operating period for the building. The analysis also noted that new construction provides for more flexibility to meet the operational needs of the uses anticipated for the art center.

Upon review of this information, the City Council affirmed the ACAG’s recommendations and provided direction to staff as follows:
• Implement the project inclusive of all of the desired key elements (flexible gallery space, performing arts space, classrooms and support space) comprehensively, rather than utilizing a phased approach.
• Retain the services of a capital fundraising consultant to support the development of a funding strategy for the project.

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• Advance the project as new construction, rather than adaptive reuse, and aim to retain or replicate certain architectural elements of the existing building in new construction.

September 2, 2025 Update
On September 2, 2025, the City Council received an update on the project, including the Operational Model Analysis completed by AIL/JJC. The Operational Model Analysis concluded that a hybrid City-Nonprofit operational model is preferred. This model combines elements of city support and engagement with a nonprofit as the primary operator, managing programming and activities in the city-owned facility, enabling a mix of public oversight and private operational flexibility. The report found this model opens multiple operating revenue streams and offers the highest financial feasibility for a longrunning and stable arts organization.

Under the hybrid City-Nonprofit model, the operating partner arts organization is recommended to provide:
• Strong performing arts programming (27% of grant funding, the largest amount, targets the performing arts).
• Strong educational components (this is the source of 60% of earned revenue on average for arts and cultural organizations).
• Attractive spaces for year-round engagement and foot traffic to increase earned revenue as well as community support (i.e., cafe, gift shop, community events).

The Operating Model Analysis was consistent with the City Council’s direction provided to staff at the July 18, 2023 study session to pursue a hybrid implementation model with a to-be-identified private operating partner, with additional analysis supporting that implementation pathway, and recommended characteristics of the partner organization.

Also on September 2, 2025, the City Council adopted Resolution No. 25-087, authorizing the execution of a contract with Community Counselling Service (CCS) for capital fundraising strategy services.

March 17, 2026 Study Session
On March 17, 2026, the City Council held a study session to receive the results of the Organizational Structure and Implementation Report completed by AIL/JJC and the Fundraising Feasibility and Planning Study Report completed by CCS.

The results of these two distinct but related studies aligned with each other, and their recommendations were endorsed by the ACAG. In summary, AIL/JJC, CCS and the ACAG recommended establishing an operating entity and beginning pilot programming prior to further advancement of the Arts Center facility itself – a phased approach. This represented a departure from the most recent implementation approaches the City has Art is Luv Professional Services Contract First Amendment City Council Meeting | September 1, 2026

pursued with this project, which focused principally on the facility rather than operating structure and costs, inclusive of all desired components at once (i.e., not phased).

Accordingly, staff sought the City Council’s direction on next steps. The City Council directed staff to proceed with a phased approach, beginning with establishing a temporary, advisory steering group to guide development of an operating entity, with this work supported by specialized expertise in governance design and organizational formation, and to reallocate of a portion of the capital funds programmed for the Arts Center Project to initial start costs of the new operating entity

DISCUSSION
To implement the City Council’s direction and with the support of the ACAG, staff engaged AIL/JJC to develop a scope of work for the development of a nonprofit operating entity.

The extensive work already completed by AIL/JJC uniquely positions them to support this phase of the project. The proposed First Amendment to the Professional Services Contract with AIL/JJC (Exhibit A to the attached Resolution) includes the following tasks through three phases of work:

Phase I – Pre-Organization
• Develop project work plan
• Design, launch, and facilitate Founding Steering Group (FSG) • Research and recommend Fiscal Sponsor
Phase II – Executive Director Search and Nonprofit Formation • Design Executive Director position
• Design and facilitate Executive Director search process • Engage and manage search firm
• Facilitate panel and candidate evaluation
• Assess incorporation readiness
• Design founding board
• Advise on governance infrastructure
• Design transition plan from fiscal sponsorship to incorporation Phase III – Agreement Framework and Early Operations
• Develop operating agreement term sheet
• Facilitate City-nonprofit meetings
• Design reporting and accountability framework
• Develop pre-facility operating budget
• Develop staffing plan famework
• Maintain milestone and readiness tracker
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Due to the nature of the work, initiation of each of the three phases are readiness-based rather than calendar-based. As an approximation for planning purposes, the work is anticipated to require 21 months from initiation.

Staff reviewed the proposed scope of work with the ACAG at a meeting on July 30, 2026.

The ACAG recommended refinements which are reflected in the proposed contract amendment, and recommended the City Council authorize execution of the contract amendment with AIL/JJC for this work.

STRATEGIC PLAN CONNECTION
As noted above, the Arts Center is one of the City Council’s priorities as identified in the City’s Strategic Plan by the City Council on March 21, 2025, and was designated as one of four “Top Priority” initiatives during the City Council’s Strategic Planning Session held on February 20, 2026.

FISCAL IMPACT
The current Capital Improvement Program includes the following appropriations for the Art Center: $5,446,869 in General Capital funds (Fund 475), $3,800,000 in retained Agency non-housing bond proceeds (Fund 479), $1,423,775 developer contribution from Pixar Animation Studios, remaining from the $2,000,000 originally pledged specifically for the project (Fund 473), and $629 Major Maintenance funds (Fund 650). A total of $10,671,273 is programmed for the project.

Because the proposed organizational development work is not a capitalizable expense, staff recommends the City Council transfer capital funds budgeted for the project to the Fiscal 2026-2027 Operating Budget for professional services, consistent with the City Council’s prior direction. The attached resolution authorizes the transfer of $247,000 from the General Capital Fund (Fund 475) Capital Improvement Budget for Project No. CF-09 (the Art Center Project) to operating account 1800-80050 (professional services) to fund the proposed contract amendment.

STAFF COMMUNICATION WITH THE PUBLIC
As noted above, staff met with the ACAG on July 30, 2026 to discuss the proposed scope of work in detail, and the ACAG recommended the City Council authorize the proposed contract amendment.

CONFLICT OF INTEREST
None.

CONCLUSION
Staff recommends the City Council adopt the attached resolution authorizing the execution of the First Amendment to the Professional Services Contract with AIL/JJC for organizational development and nonprofit formation support to further advance the Arts Art is Luv Professional Services Contract First Amendment City Council Meeting | September 1, 2026

Center Project and utilizing a portion of the capital funds appropriated for the project for this contract amendment.

PREPARED BY: Chadrick Smalley, Community Development Director

ATTACHMENTS
• Attachment A – Professional Services Contract with Charmin Roundtree-Baaqee DBA Art is Luv
• Draft Resolution, including
o Exhibit A – First Amendment to Professional Services Contract with Charmin Roundtree-Baaqee DBA Art is Luv

C A L I F O R N I A

PROFESSIONAL SERVICES CONTRACT

F O R C I T Y U S E O N L Y
Contract No. CIP No.

Resolution No. Project No.

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THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is effective as of the “Effective Date”), by and between THE CITY OF
EMERYVILLE, a municipal corporation, (“City”) and CHARMIN ROUNDTREEBAAQEE DBA ART IS LUV (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.

WITNESSETH THAT
WHEREAS, the City desires to engage Contractor for services in connection with the advancement of the Art Center Project; and
WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows:

1. SCOPE OF SERVICES AND TERMINATION DATE

1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.

1.2 Services
The services to be completed under this Contract (“Services”) are described in the Scope of Work set forth in Exhibit A. The Services shall be performed in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.

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23099E-0000-CD01
24-018
02/23/2024
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1.3 Schedule and Completion Date
The Services to be provided by Contractor under this Contract shall commence on the Effective Date and terminate on FEBRUARY 28, 2026. The Parties may, by mutual, written consent, extend the term of this Contract.

2. WORK CHANGES

2.1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Scope of Work. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.

2.2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.

2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.

3. COMPENSATION AND METHOD OF PAYMENT

3.1 Compensation for Services Performed
City agrees to pay the Contractor for the Services performed and costs incurred by Contractor upon certification by the City that the Services were actually performed and costs actually incurred in accordance with the Contract. Compensation for Services performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. The City shall pay the Contractor within forty-five (45) days after approval of the invoice by City staff.

3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed TWO HUNDRED NINETY EIGHT THOUSAND DOLLARS AND NO CENTS ($298,000.00), except as outlined in Section 2.3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage DocuSign E2D0F6C842A0DocuSign Envelope Envelope ID: ID: A1C0E5AE- B48EB49C- 0205- EEB1-412F- 4545-99B2- 9176-21AE024499F7 City of Emeryville | Professional Services Contract
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and express mail charges, photocopying and microcomputer time shall be at cost.

Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden.

Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.

4. COVENANTS OF CONTRACTOR

4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.

4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City’s members, officers, agents, employees and volunteers, from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.

If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

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4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.

4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.

4.5 Records, Reports and Audits

4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.

B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.

4.5.2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.

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4.5.3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Contract.

4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings , contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.

4.7 Confidentiality
The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.

4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.

4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.

All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.

4.10 Key Personnel
All of the individuals listed in Exhibit A are necessary for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team DocuSign E2D0F6C842A0DocuSign Envelope Envelope ID: ID: A1C0E5AE- B48EB49C- 0205- EEB1-412F- 4545-99B2- 9176-21AE024499F7 City of Emeryville | Professional Services Contract
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without the City’s approval. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Contract and shall be grounds for termination.

4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.

4.12 Ownership of Work
All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the Services to be performed by the Contractor (“Materials”) shall be and are the property of the City and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.

4.13 City Labor Requirements

4.13.1 Compliance
At the Effective Date, compliance with the City’s living wage ordinance is required / not required for this Contract. If this Contract provides for compensation to Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City’s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City’s laws.

4.13.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to DocuSign E2D0F6C842A0DocuSign Envelope Envelope ID: ID: A1C0E5AE- B48EB49C- 0205- EEB1-412F- 4545-99B2- 9176-21AE024499F7 City of Emeryville | Professional Services Contract
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Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.

4.13.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney’s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.

4.13.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. “Living Wage” means no less than

18.00 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.

4.13.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with the City’s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.

4.14 California Labor Requirements

4.14.1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects Prevailing Wage Laws”). If the Services are being performed as part of an applicable public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), DocuSign E2D0F6C842A0DocuSign Envelope Envelope ID: ID: A1C0E5AE- B48EB49C- 0205- EEB1-412F- 4545-99B2- 9176-21AE024499F7 City of Emeryville | Professional Services Contract
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employment of apprentices (Labor Code Section 1777.5), certified payroll records Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

4.14.2 Registration
If the Services are being performed as part of an applicable “public works” or maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.

Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

4.14.3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

4.14.4 Workers’ Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers’ compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:

I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” DocuSign E2D0F6C842A0DocuSign Envelope Envelope ID: ID: A1C0E5AE- B48EB49C- 0205- EEB1-412F- 4545-99B2- 9176-21AE024499F7 City of Emeryville | Professional Services Contract
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4.14.5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.

5. TERMINATION
A. The City shall have the right to terminate this Contract for any reason whatsoever by providing written notice thereof at least five (5) calendar days in advance of the termination date.

B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.

C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.

D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Contract, whether completed or in process, in the form specified by the City.

E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.

F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.

6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.

7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.

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8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.

9. APPLICABLE LAW AND ATTORNEY’S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.

The prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.

10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.

11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.

12. NOTICES

12.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between Chadrick Smalley for the City and Charmin Roundtree-Baaqee for the Contractor:

CITY CONTRACTOR
Chadrick Smalley, Community
Development Director
Phone No: 510-596-4355
E-Mail : [email protected]
Charmin Roundtree-Baaqee
Phone No: 510-377-2533
E-Mail : [email protected]
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12.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:

CITY CONTRACTOR
Paul Buddenhagen, City Manager
1333 Park Ave.

Emeryville, California 94608
Phone No: 510-596-4371
E-Mail :
paul.buddenhagen@emeryville. org
with a copy to:

Chadrick Smalley, Community
Development Director
1333 Park Ave.

Emeryville, California 94608
Phone No: 510-596-4355
E-Mail : csmalley@emeryville. org
Charmin Roundtree-Baaqee, Curator, Art
Is Luv
3900 Fairway Ave.

Oakland, CA 94605
Phone No: 510-377-2533
E-Mail : artisluvcontact@gmail. com

13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original. It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.

14. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

15. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.

16. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Contract or any interest herein without the prior written consent of the City.

Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

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17. WAIVER
The City’s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.

18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is required / not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (“Other Requirements”) when attached hereto and incorporated herein by reference (“Other Requirements”). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit C shall control.

SIGNATURES ON FOLLOWING PAGE
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19. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.

Approved As To Form:

City Attorney
Dated: CITY OF EMERYVILLE
City Manager
Dated: CHARMIN ROUNDTREE-BAAQEE DBA ART IS LUV
Signature)
Charmin Roundtree-Baaqee, Curator
Attach:

W-9 Form
Attach:

Business License Certificate
DocuSign Envelope ID: A1C0E5AE- EEB1-4545- 9176-E2D0F6C842A0 02/04/2024
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Exhibit A - Scope of Work
Task 1 - Review preliminary background and orientation utilizing existing project documents.

Proposed Timeline - 1 month
Estimated Fee - $ 19, 200 (128 hrs)
AIL and JJC will review and manage distribution to project partners of existing reports, sta memos, meeting agendas and minutes, design drawings, etc. to improve our understanding of the project history, lessons learned, growth areas, and satisfactorily completed action items. We will coordinate records requests with City sta for documents that are not available on the City’s website. We will complete Task 1 by performing the following subtasks. Please note that additional action items are embedded within the tasks noted below but are not listed in order to maintain a high level summary of the proposed scope.

Establish communication plan for the project partners including:

Community stakeholders
Arts Center advisory group
City Sta
Sub consultants
Rotten City Cultural District Campaign managers
Collaborate with City sta to develop a deliverable review and approval plan Prepare document review plan for advisory group and subconsultants architects, engineers, contractors, estimators, researchers, etc.

Review existing feasibility studies and identify opportunities to deepen analyses Review community engagement and visioning summary and identify gaps/ opportunities to extend outreach
Review existing project funding and revenue producing sources Review previously recommended operational models
Review identified O&M needs
Research allowable and adaptable use types
E: artisluvcontact@gmail. com / T: 510.377.2533 / artisluv.com DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 Task 2 - Perform a “Refresh” of visioning exercises completed in 2009 by Museum Management Consultants and documented in the City’ s e- library.

Proposed Timeline - 3 months
Estimated Fee - $ 57,600 (384 hrs)
Although an extensive community engagement process was facilitated by City sta in collaboration with former development partner, Orton Development Incorporated, we see Task 2 as an opportunity to build upon existing groundwork through the development of a more focused stakeholder engagement process. Specifically, we plan to use our training in leading human- centered design and Theory U processes ( a systems change theory developed out of MIT) to engage hyper local focus groups.

These methodologies include interactive, arts- based studio thinking techniques and are used to engage varied stakeholders in developing holistic, forward thinking, and practical recommendations which support community needs and desires.

We propose exploring enhancements summarized below.

Review existing stakeholder contact directory and edit as needed Research local context
Establish focus groups
Visual and performing artists
Youth program administrators and youth
Academia and Arts Education Institutions
Leaders of neighboring arts and culture centers
Develop meeting schedules, agendas, and group exercises Develop sca olded community engagement exercises that are audience, situational, and topic specific, which gather input around current needs and test previous recommendations
Work with City sta and advisory group to establish a values and vision statement, set feasible goals, and an implementation timeline Develop and implement a series of art interventions such as Studios Tours and Gallery “ pop- up” events to build momentum and engagement for the Arts Center ( see “ Notes” section for additional details) in collaboration with ABG.

Summarize stakeholder input and create matrix of project “ must haves”, “ nice to have”, and “aspirational”
Notes:

E: artisluvcontact@gmail. com / T: 510.377.2533 / artisluv.com DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 Organize and facilitate studio tours and performance/ gallery events to collect community input on how a new art center can provide additional sca olding to an already thriving artist community.

To better understand the local art scene ( past, present, and future) and the needs of artists, AIL and JJC will expand the engagement and visioning process for artists beyond focus group convening. We believe that understanding how arts practitioners operate and live within the greater context of Emeryville’ s arts and culture landscape is essential to the community engagement process. We will facilitate a series of scheduled studio visits and event audience research activities at performances and gallery events. To complete this e ort, we will perform the following tasks.

Develop interview/ discussion topics and interactive exercise designed to collect qualitative project specific data
Schedule studio tours with artists at di erent career stages, working in di erent media, and on di erent types of projects.

Coordinate with gallery owners and arts organization leads to design surveys stations that target both artists and spectators and enthusiasts at upcoming events
Summarize research findings and incorporate into final “refresh” visioning reporting documents
Task 3 - Facilitate and form agendas and discussion topics for the Art Center Advisory Group
AIL and JJC will plan and facilitate 4 to 6 Art Center advisory group meetings over a 2- year period. Additional meetings can be scheduled if the project requires additional input and updates.

Proposed Timeline - on- going ( 2 year)
Estimated Fee - $ 7,200 (1,200/ meeting)
Establish 2- year meeting schedule
Develop agenda and discussion topics
Provide project updates through summary and presentation decks Coordinate meeting space (city property and other locations) Identify advisory backup members
E: artisluvcontact@gmail. com / T: 510.377.2533 / artisluv.com DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 Coordinate meal/ snack meeting provisions
Task 4 - Lead building evaluation and value engineering study with support from architecture, engineering, etc. professional service subcontractors including architects, engineering, etc vendors. Determine the most cost- e cient way to deliver a usable building.

It is our understanding that the City and other project stakeholders were committed to adapting the existing structure to accommodate the identified functionalities of the new art center. More recently, the City has expressed interest in exploring the possibility of replacing the existing structure with a new building within the existing building’ s footprint. AIL and JJC will collaborate with contracted architecture, engineering, and structural subcontractors to evaluate the most cost- e ective reuse of the existing building and/ or its footprint. We envision the following subtasks to carry out this e ort.

Proposed Timeline 3 months
Estimated Fee - $ 36, 000 (240 hrs) + $ 100, 000 (subconsultant) Sole source architectural firm and develop scope of work with guidance from City sta
Review vendor project approach and associated fees
Lead professional services contract administration
Communicate lessons learned during “ Refresh” visioning to contracted vendors Refine project deliverables with selected vendor
Work with vendors to develop project deliverable schedule Establish submittal review team and lead review process Report back as needed to City sta department heads, City Council, and Art Center Advisory Group
Identify a schedule/ frequency of project updates
Draft next steps for project delivery
Task 5 - Analyze and perform preliminary development of operational funding models E: artisluvcontact@gmail. com / T: 510.377.2533 / artisluv.com DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 To understand what the best funding model is for the new art center, we will want to understand the overall market, research best practices, and have a clear picture of what legislation, opportunities, and regulations will impact the Arts Center. We’ ll coalesce these understandings alongside the criteria developed in the refreshed visioning, and utilize them in developing 2 alternative funding models, and provide preliminary organizational budgets for the short and medium term of the Arts Center’ s operation.

As a note, although funding models and organizational structure are interrelated, they are separate constructions, so we have broken them out at this stage across two tasks.

Both would be led by AIL/ JJC. Our goal is to give the arts center the strongest possible footing for ongoing success, by first understanding the economic feasibility of certain partnerships and structures and using this information to create a realistic budget given the parameters of the model. This will then better inform the organizational structures in Task 6.

Proposed Timeline - 2- 3 months
Estimated Fee - $ 30,000 (200 hrs)
Conduct an economic feasibility study which includes:

Understanding the local arts and entertainment market
Funding sources review including local, county, and state sources, private philanthropy and other giving as well as opportunities for earned- income
Review of legislation and regulations impacting funding Research of potential partnerships and models
Understand the Financial Feasibility of our alternatives:

Working in alignment with the benefit cost analysis for the provision of the Art Center structure and the economic feasibility study, determine 2 alternative funding models with varying types of public and private support for the ongoing support
Research potential partnerships and models including but not limited to:

Earned- income revenue streams such as rentals and event hosting, membership programs, etc
Foundation development
Business and Learning Institution Partnerships
E: artisluvcontact@gmail. com / T: 510.377.2533 / artisluv.com DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 Compare the financial feasibility of each model
Task 6 - Develop framework for organizational structure of art center operations.

In exploring potential models for organizational structure to serve the new Art Center’ s operations, we will evaluate immediate and projected needs of the art center, developing an understanding of what resources exist within the communities that will be served by the art center’ s infrastructure and programming. Leveraging homegrown resources allows for a more sustainable model, as individuals who feel invested in the spaces around them, help create pathways for stewardship. To initiate this work, we will employ the following strategies.

Proposed Timeline - 2- 3 months of research and planning, not including additional time for the formation of an operating entity
Proposed Fee ( based on 2.5 months) - $ 48, 000 (320 hrs) Review visioning refresh summary to establish criteria for organizational development and operation models
Use the funding model analysis and financial feasibility analysis along with prospective budgets to inform possible organization structures.

Identify potential organizational models and evaluate advantage and challenges
Explore opportunities for building career pathway learning partnerships with neighboring educational institutions, arts organizations, and arts and culture centered small businesses
Identify potential partnerships, including those that would allow the art center to function as a venue for learning and professional development, essential needs resource center, and/ or a hub for other community services Evaluate potential organizational structures based on their ability to e ectively operate the Arts Center, including potential sta ng costs, operations and maintenance, seasonal determinants, and existing art spaces providing community assets
Develop a recommended organizational structure, to support business continuity
E: artisluvcontact@gmail. com / T: 510.377.2533 / artisluv.com DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 SCOPE OF WORK: STAFFING BUDGET DISTRIBUTION
TOTAL PROJECT BUDGET $ 298,000
AIL + JJC $ 198,000
Subs $ 100,000

TASK BUDGET SPLIT COST

AIL JJC SUB

1. Review preliminary
background and orientation
utilizing existing documents
provided by City sta and
located on City’ s website and
provided by City sta
50%
9,600
50%
9,600
100%
19, 200

2. Perform a “Refresh” of
visioning exercises completed
in 2009 by Museum
Management Consultants,
that is documented in the
e-library. Facilitate
community engagement
through studio tours and
performance/ gallery pop ups.
50%
28,800
50%
28,800
100%
57,600

3. Attend and help form
agendas and discussion topics
for the Art Center Advisory
Group
50%
3,600
50%
3,600
100%
7,200

4. Lead building evaluation
and value engineering study
with support from
architecture, engineering, etc.
professional service
subcontractors. Determine the
most cost- e cient way to
deliver a usable building.
24%
32,400

0.3%
3,600

75. 7%
100,000
100%
136,000

5. Analyze and perform
preliminary development of
operational funding models
10%
3,000
90%
27, 000
100%
30, 000

6. Develop framework for
organizational structure of art
center operations.
50%
24,000
50%
24,000
100%
48,000
TOTAL $ 101, 400 $ 96, 600 $ 100, 000 $ 298, 000
AIL and JLL tasks are invoiced on an hourly pay rate per task of $150 per hour. Subconsultant tasks shall be invoiced with backup invoices from the subconsultant for the amount of services rendered per the subconsultant invoice. Budgeted amounts may be shifted between tasks pursuant to mutual agreement of AIL and City.

DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7

C A L I F O R N I A
REV 08/2020 Page 1 of 5

EXHIBIT B
Contract Insurance Requirements
As used in this Exhibit B, Contractor refers to CHARMIN ROUNDTREE-BAAQEE DBA ART IS LUV.

1. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:

1.1 Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:

General Liability
Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).

Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto) or if Contractor owns no vehicles, this requirement may be met through a non-owned auto endorsement to the General Liability Policy.

Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors or omissions of the Contractor wherein “Covered Professional Services” as designated in the policy must specifically include Services performed under this Contract.

Workers’ Compensation and Employer’s Liability
Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.

Pollution Liability Insurance
Pollution Liability insurance for claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater. This shall DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 City of Emeryville | Contract Insurance Requirements ( Exhibit B) REV 08/2020

include on and off-site clean up and emergency response costs and claims arising from above ground and below ground storage tanks.

1.2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:

General Liability
1,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.

OR
2,000,000.00 per occurrence and $4,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse and underground property damage hazards.

Automobile Liability
500,000.00 per accident for bodily injury and property damage.

Professional Liability / Errors and Omissions
2,000,000.00 per claim and aggregate.

Workers’ Compensation and Employer’s Liability
Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000.00 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease.

Pollution Liability Insurance
2,000,000.00 per occurrence and $2,000,000.00 aggregate.

Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.

2. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:

DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 City of Emeryville | Contract Insurance Requirements ( Exhibit B) REV 08/2020

General Liability
1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; 2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it; and (4) the insurance coverage shall contain standard separation of insureds provisions.

Automobile Liability
1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.

DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 City of Emeryville | Contract Insurance Requirements ( Exhibit B) REV 08/2020

Workers’ Compensation and Employer’s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

Pollution Liability Coverage
1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.

3. NO SPECIAL LIMITATIONS
The required insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.

4. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 City of Emeryville | Contract Insurance Requirements ( Exhibit B) REV 08/2020

5. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

6. VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

7. SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.

8. REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.

Attach:

Insurance Certificate and Endorsements
DocuSign Envelope ID: B48EB49C- 0205-412F-99B2-21AE024499F7 RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EMERYVILLE

AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT WITH CHARMIN ROUNDTREEBAAQEE DBA ART IS LUV INCREASING THE CONTRACT AMOUNT BY $247,000 TO AN AS-AMENDED TOTAL CONTRACT AMOUNT NOT TO EXCEED $545,000 AND EXTENDING THE CONTRACT TERM TO JUNE 30, 2028 TO PROVIDE ADDITIONAL

SERVICES IN CONNECTION WITH ADVANCEMENT OF THE ARTS CENTER

PROJECT INCLUDING ORGANIZATIONAL DEVELOPMENT AND NONPROFIT FORMATION, AND AUTHORIZING THE AMENDMENT OF THE FISCAL YEAR 2026- 2027 BUDGET TO TRANSFER $247,000 FROM FUND 475 (GENERAL CAPITAL) CAPITAL IMPROVEMENT PROJECT NO. CF-09 (ART CENTER) TO THE OPERATING BUDGET ACCOUNT 1800-80050 (PROFESSIONAL SERVICES) WHEREAS, the Arts Center is one of the City Council’s priorities as identified in the City’s Strategic Plan by the City Council on March 21, 2025, and designated as one of four “Top Priority” initiatives during the City Council’s Strategic Planning Session held on February 20, 2026; and
WHEREAS, consulting services are needed to advance the Arts Center project as directed by the City Council and
WHEREAS, on February 20, 2024, the City Council adopted Resolution No. 24-018, authorizing the execution of a Professional Services Contract with Charmin RoundtreeBaaqee and Jean Johnstone Consulting doing business as Art is Luv (“AIL/JJC”) in an amount not to exceed $298,000 for advancement of the Arts Center Project; and WHEREAS, under the terms of the Professional Services Contract, AIL/JJC completed several analyses and studies which culminated in a recommendation to develop a nonprofit operating entity and begin pilot programming prior to advancement of the physical arts center facility; and
WHEREAS, at a study session held on March 17, 2026, the City Council directed staff to proceed with development of a nonprofit operating entity with the support of specialized expertise in governance design, and to reallocate a portion of the capital funds programmed for the Arts Center project to support this work; and WHEREAS, AIL/JJC has satisfactorily performed the work under the Professional Services Contract and has developed specialized expertise and knowledge related to the Arts Center project; and
WHEREAS, staff, with the support of the Art Center Advisory Group, have negotiated the terms of a First Amendment to the Professional Services Contract with AIL/JJC for organizational development and nonprofit entity formation; now, therefore, be it RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute the First Amendment to the Professional Services Contract with Resolution No. _____
Art is Luv Professional Services Contract First Amendment City Council Meeting | September 1, 2026

AIL/JJC, increasing the total contract amount by $247,000 to an as-amended total contract amount of $545,000 and extending the contract term to June 30, 2028, in substantial form as attached hereto as Exhibit A; and, be it, further RESOLVED, that the City Council of the City of Emeryville hereby authorizes the City Manager to execute further amendments to the Professional Services Contract as needed to effectuate its purposes, provided such amendments do not materially increase the City’s obligations thereunder; and, be it, further
RESOLVED, that the City Council of the City of Emeryville hereby authorizes the amendment of the Fiscal Year 2026-2027 Budget to transfer $247,000 from the General Capital Fund (Fund 475) Capital Improvement Project No. CF-09 (Art Center) to the Fiscal Year 2026-2027 Operating Budget Account 1800-80050 (Professional Services) ADOPTED, by the City Council of the City of Emeryville at a Regular Meeting held September 1, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

MAYOR
ATTEST: APPROVED AS TO FORM:

CITY CLERK SPECIAL COUNSEL

ATTACHMENTS
▪ Exhibit A – First Amendment to Professional Services Contract with Charmin Roundtree-Baaqee DBA Art is Luv
City of Emeryvill

CALIFORNIA

PROFESSIONAL SERVICES CONTRACT

FOR CITY USE ONLY
Contract No. CIP No.

Resolution No. Project No. REV01/2025

FIRST AMENDMENT

THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES CONTRACT (“Amendment”) is effective as of ____________________ (the “Effective Date”),, by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and CHARMIN ROUNDTREE-BAAQEE DBA ART IS LUV (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.

WITNESSETH THAT
WHEREAS, the City and Contractor entered into a Professional Services Contract dated February 23, 2024 (“Contract”) for the purpose of retaining the services of Contractor to provide services in connection with the advancement of the Art Center Project; and
WHEREAS, the City and Contractor desire to amend the Contract; and WHEREAS, the public interest will be served by this Amendment.

NOW, THEREFORE, the Parties hereto do mutually agree as follows:

1. AMENDMENT
The Parties agree to amend the Contract as checked below:

1.1 Exhibit A

Exhibit A of the Contract is hereby amended in its entirety and replaced with Exhibit A- ;
OR
; Exhibit A of the Contract is hereby amended to include the provisions of Exhibit A-1, attached hereto and incorporated herein by this reference.

1.2 Termination Date
; The Parties desire to extend the termination date. Section 1.3 of the Contract is hereby amended to extend the termination date to JUNE 30, 2028.








 




 
 
City of Emeryville | Professional Services Contract Amendment REV01/2025

1.3 Total Compensation Amount
; The Parties desire to increase the Total Compensation Amount as set forth in Section 3.2 of the Contract by TWO HUNDRED FORTY SEVEN THOUSAND DOLLARS AND NO CENTS ($247,000.00). The total
amount paid under the Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed FIVE

HUNDRED FORTY FIVE THOUSAND DOLLARS AND NO CENTS
($545,000.00).

2. CONTINUING EFFECT OF CONTRACT
Except as amended by this Amendment, all other provisions of the Contract remain in full force and effect and shall govern the actions of the Parties under this Amendment.

From and after the date of this Amendment, whenever the term “Contract” appears in the Contract, it shall mean the Contract as amended by this Amendment.

3. ADEQUATE CONSIDERATION
The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.

4. SEVERABILITY
If any portion of this Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

5. WAIVER
The City’s failure to enforce any provision of this Amendment or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.

SIGNATURES ON FOLLOWING PAGE








 




 
 
City of Emeryville | Professional Services Contract Amendment REV01/2025

6. SIGNATURE PAGE TO PROFESSESIONAL SERVICES CONTRACT

FIRST AMENDMENT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.

Approved As To Form:

City Attorney
Dated: CITY OF EMERYVILLE
LaTanya Bellow, City Manager
Dated: CHARMIN ROUNDTREE-BAAQEE DBA ART IS LUV
(Signature)
Charmin Roundtree-Baaqee, Curator
Attach:

W-9 Form
Attach:

Business License
Certificate
Attach:

Insurance Certificate
and Endorsements








 




 
 



EMERYVILLE ARTS AND CULTURAL CENTER
Organizational Development
Statement of Work — Phase 1 - 3: Pre-Organization, ED Search and Nonprofit Formation, and Nonprofit Framework and Early Operations (Contract Amendment) Prepared by Art Is Luv (AIL) — Charmin Roundtree-Baaqee | J. Johnstone Consulting (JJC) — Jean Johnstone
Prepared for City of Emeryville
Contract basis Amendment to existing 2023–25 contract
Total budget
(Phases 1–3)
$247,000 (includes 10% contingency)
Date May 22, 2026
Overview
This Statement of Work defines the full scope of organizational development consulting services for the Emeryville Arts and Cultural Center, from pre-organizational infrastructure through the formal establishment of an independent nonprofit operator. It is structured in three phases and builds directly on the Operating Models Analysis (Task 5), the Organizational Structure and Implementation Report (Task 6), and the findings of the City’s Fundraising Feasibility and Planning Study.

AIL and JJC serve as the coordinating layer across all three development tracks: capital planning, organizational formation, and early operations. Our role is to build the infrastructure within which the organization can be responsibly launched — the right interim bodies, the right fiscal structure, the right founding leadership, and the right formal agreements between the City and the nonprofit — and to maintain the separation between capital risk and nonprofit operations that is central to the model established in prior work.

Phase 1 establishes the pre-organizational infrastructure: a Founding Steering Group, a fiscal sponsor, and the framing needed to launch an ED search. Phase 2 recruits the Founding ED and builds the governance infrastructure for the incubation period that follows. Phase 3 formalizes the City–nonprofit relationship through operating agreements and prepares the organization for facility operations. Phases 2 and 3 are designed to run concurrently during their latter stages rather than sequentially — Phase 3 is initiated once the ED is in place, not after incorporation. All three phases are authorized as an amendment to the existing 2023–25.

Budgets for both are detailed in the Compensation section. Consultants’ hourly rate is $150 per person.

Phase 1 — Pre-Organization
Founding Steering Group, fiscal
sponsorship, organizational framing,
staff coordination
Phase 2 — ED Search and
Nonprofit Formation
ED search, board design, nonprofit
formation, governance infrastructure
Phase 3 — Agreement
Framework and Early
Operations
City–nonprofit agreements,
operations preparation (follows ED
appointment)
([KLELW$ 





 







Phase 1: Pre-Organization
Phase 1 establishes the pre-organizational infrastructure required before the Founding ED search can begin.

It has three outputs: a time-limited, advisory Founding Steering Group to guide early alignment; a fiscal sponsor to serve as the emerging organization’s legal and administrative home during the incubation period; and the organizational framing needed to recruit founding leadership. The fiscal sponsor is not a passive vehicle — it holds fiduciary responsibility for funds, contracts, and compliance, and enables the City’s operating support to flow to the emerging organization before incorporation is appropriate. Securing the right sponsor, and ensuring the City’s operating support structure is compatible with applicable procurement and grant requirements, is a precondition for everything that follows. The phase concludes when these milestones are met, not on a calendar date.

A central responsibility throughout this phase is actively maintaining the separation between the organizational and capital development tracks established in Tasks 5 and 6. That separation is not selfenforcing. It requires someone to watch for drift, redirect activity that crosses the boundary, and ensure that early decisions — about the FSG, the fiscal sponsor, and the emerging organization's role — do not inadvertently assign facility-related obligations to the nonprofit.

The organizational and capital tracks are distinct by design: the emerging nonprofit is responsible for sustaining its own operations and programming over time — not for financing the building. City funding provides an early operational runway; the founding ED’s visible presence in donor relationships and the organization’s programming vision contribute to philanthropic interest in the capital project, but that is a complementary role, not a financial obligation. This distinction, established in Tasks 5 and 6, is one consultants will actively maintain as decisions are made.

1.0 Project Initiation and Work Plan
Upon contract execution, consultants will develop a project work plan establishing the critical path for Phase

1. The work plan will identify key milestones and their sequencing, interdependencies, and decision points — including the conditions that must be met before FSG recruitment, fiscal sponsor selection, and ED search preparation can each begin. Timing will be assumption-based rather than calendar-fixed, consistent with the readiness-based structure of the engagement.

Deliverable: Phase 1 Work Plan, for City staff review and approval.

1.1 Founding Steering Group (FSG) Design and Launch
The FSG is a time-limited, advisory body whose sole purpose is to guide early alignment and create the conditions for founding leadership recruitment. Consultants design the structure, facilitate its work, and enforce the sunset. The FSG does not govern, does not approve budgets, and does not substitute for a Board.

1.1.1 FSG Structure Design
– Define FSG size, composition criteria, and recommended member profile (skills, community ties, City representation)
– Draft an FSG Charter establishing: scope, authority limits, decision-making norms, and a clearly defined sunset clause tied to the establishment of the founding board, including a structured transition process that preserves institutional memory and, where appropriate, supports continuity into the founding board – Develop conflicts-of-interest and confidentiality policies appropriate to an advisory (without legal or contractual obligations ) body
– Recommend meeting cadence and facilitation format






 








1.1.2 FSG Recruitment Support
– Develop candidate identification criteria and outreach strategy in coordination with City staff and community stakeholders (note – this might include members from the ACAG) – Prepare a candidate briefing packet: project background, FSG charter, time commitment, and role expectations
– Advise City on vetting and appointment process; consultants do not make final selections

1.1.3 FSG Facilitation
– Facilitate FSG launch meeting: establish working norms, clarify scope boundaries, and confirm sunset conditions
– Establish meeting schedule and frequency
– Facilitate up to 8 subsequent FSG working sessions; each session includes pre-session preparation, facilitation, and a written decision summary for the institutional record – Prepare an FSG Orientation Brief translating key findings from Tasks 5 and 6 into accessible framing for lay members — covering the organizational model, the three-party relationship, and the risk separation principles that govern the nonprofit's role
– In the final phase of FSG work, support the group in developing an initial founding board profile — identifying the competencies, community representation, and characteristics the founding ED will need in early board members. FSG members may themselves be considered for board service; consultants will flag this dynamic and manage it appropriately within the charter and conflicts framework. – Monitor and enforce scope — redirect FSG activity if it begins to function as a de facto board, program planning body, or capital fundraising vehicle

1.2 Fiscal Sponsorship
A fiscal sponsor provides the emerging organization with a legal and fiduciary home during the period before it has independent nonprofit status. Securing the right sponsor is a precondition for receiving City operating support and initiating ED recruitment. Consultants identify and evaluate candidates and develop a recommendation for FSG review and approval; agreement execution is between the emerging organization and the selected fiscal sponsor.

1.2.1 Research
– Research and evaluate potential fiscal sponsors (minimum three candidates) using defined criteria:
organizational health, mission alignment, experience with transitional sponsorships, experience with government contracts, access to liability and health insurance and fee structure.

1.2.2 Recommendations and Next Steps
– Prepare a recommendation memo for City and FSG review and advise on fiscal sponsorship agreement framework (term sheet level) for review against the sponsor's standardized documents – Flag any City procurement, grant compliance, or public agency contracting questions arising from the structure of City operating support to a fiscally sponsored project, for City legal and finance review Note: The fiscal sponsor’s standardized legal documents govern the agreement; consultant role is evaluation and compatibility review, not legal drafting.

Note on sequencing: The fiscal sponsorship agreement does not require a Founding ED to be in place. The agreement is executed between the fiscal sponsor and the City/FSG, establishing the structure, terms, and conditions under which City operating support flows to the emerging project. The ED steps into that structure upon appointment and activates the operational relationship with the sponsor. This sequencing is intentional:
securing the fiscal sponsor before the ED search strengthens recruitment by ensuring there is an established operational home — with funding infrastructure in place — waiting for the incoming leader. 





 








1.3 Capital-Organizational Boundary Support
This task reflects consultants' standing responsibility to protect the emerging nonprofit from capital risk — a principle established in Tasks 5 and 6 and central to the engagement. It is not a research project; the substantive framing already exists in prior deliverables. The work here is ensuring that framing is applied and held as decisions are made.

1.3.1 Advise City staff on how to frame the emerging organization's role — and its limits — in any early communications with developers, capital consultants, or philanthropic prospects

1.3.2 Review any capital planning materials or developer-facing documents that touch on the nonprofit operator's obligations; provide written flags to City staff where organizational risk implications are present

1.3.3 Participate in joint coordination sessions with capital or real estate consultants if and when engaged by the City during Phase 1 — this is a contingent activity, billed time-and-materials, triggered by City action rather than consultant initiative
Note: This task is deliberately scoped as advisory and responsive rather than as a primary deliverable. If capital planning activity during Phase 1 is limited, the hours here will be modest. If capital consultants are engaged early, this coordination becomes more substantive and draws on the contingency reserve accordingly.

1.4 Project Management and City Staff Coordination
This includes:

1.4.1 Regular coordination with the City’s designated staff contact, anchored to project activity: pre- and post-FSG meeting check-ins (estimated 60–90 minutes each), preparation for any City Council briefings, and as-needed coordination on fiscal sponsor selection, capital consultant procurement, and legal review questions with advisement from either the City’s attorney or outside counsel, whichever applicable, as they arise. Project management is estimated at 50 combined hours across Phase 1; actual draw will reflect project pace.

1.4.2 Preparation and follow-up for City-facing meetings, presentations, and approvals

1.4.3 Internal coordination between AIL and JJC: task alignment, workload management, shared documentation

1.4.4 Institutional record-keeping: maintaining a running log of decisions, open items, and milestone status across Phase 1
Note: Project management is billed at the same hourly rate as other tasks. It is separated here to make the actual cost of coordination visible.






 







Table 1: Phase 1 Task Summary
Task Deliverable Who Leads Notes

1.0 Project Initiation Phase 1 Work Plan JJC/AIL City staff review and approval

1.1.1 FSG Structure
Design
FSG Charter, composition criteria,
conflicts policy
JJC/AIL City approves final charter

1.1.2 FSG
Recruitment Support
Candidate briefing packet, outreach
strategy
JJC/AIL City makes appointments

1.1.3 FSG Facilitation Up to 8 facilitated sessions, written decision summaries, FSG Orientation
Brief
JJC/AIL Prep + write-up included
per session

1.2 Fiscal
Sponsorship
Sponsor evaluation memo, compatibility
review, term sheet framework
JJC/AIL Emerging org executes
agreement with selected
fiscal sponsor

1.3 Capital–Org.

Boundary
Written flags on capital materials; joint
sessions as needed
JJC/AIL Contingent on capital
activity; T&M

1.4 Project
Management
Meeting prep/follow-up, coordination log,
milestone tracking
JJC/AIL Ongoing throughout
Phase 1
Phase 2: Founding Executive Director Search and Nonprofit Formation Phase 2 is organized around one critical inflection point: the appointment of the Founding Executive Director.

The ED’s appointment is the moment the organization moves from concept to institution. Once in place, the ED operates under fiscal sponsorship during an incubation period — building programs, establishing partnerships, cultivating early donors, and developing the conditions under which a board can be meaningfully recruited. Consultants’ role during this period is not to run the incubation but to ensure the ED has the right tools and that the boundaries between tracks are maintained: the right governance documents, the right City– nonprofit agreement framework, and active stewardship of the capital/nonprofit boundary as the organization finds its feet.

The founding ED’s mandate is to build an organization and serve the community — not to fundraise for a building. Board formation does not begin until the ED has been in role long enough to have informed views on what the board needs to look like; board recruitment driven by consultants or the FSG before the ED is ready is premature and counterproductive. Framing the ED role correctly from the outset — in the position profile, in board recruitment, and in the operating agreement with the City — is one of the most consequential things consultants can do in this engagement.

2.2 ED Position Design

2.2.1 Develop a position profile for the Founding Executive Director: scope of authority, core competencies, institution-building experience, and community relationship expectations

2.2.2 Conduct compensation benchmarking for comparable arts organization ED roles in the Bay Area and recommend a compensation range

2.2.3 Ensure the position profile explicitly reflects the capital/organizational boundary: the founding ED leads organizational and programming development; building financing is not part of the mandate.

The consultants will establish a preliminary framework for ED to assume a role as a community builder and partner, not a fundraiser. This task will involve identifying key roles and responsibilities to ensure that the capital/nonprofit boundary is maintained with clear guidance regarding partnership development expectations.






 








2.3 Search Process Design

2.3.1 Design the search process: timeline, candidate sourcing strategy (including targeted outreach to candidates from underrepresented communities), screening stages, and interview panel composition

2.3.2 Develop a candidate assessment rubric aligned with institution-building competencies

2.3.3 Prepare interview guides for each panel stage

2.3.4 Advise on offer negotiation approach; consultants do not negotiate on behalf of City or FSG

2.4 Search Firm Engagement and Management

2.4.1 Identify and evaluate executive search firms with demonstrated experience in nonprofit arts or civic cultural institution placements; develop a shortlist and recommendation for City and FSG review

2.4.2 Manage the search firm relationship throughout the engagement: define scope and deliverables, review candidate materials, provide quality oversight, and ensure sourcing strategy reflects the institution-building profile and equity priorities established in 2.1 and 2.2

2.4.3 Note: Executive search firm fees are an anticipated direct cost to the City, separate from AIL/JJC consulting fees. For a Founding ED role at this scale, search fees typically run 20–25% of first-year base salary. Based on a benchmark salary in the range of $120,000–$150,000 (consistent with comparable Bay Area nonprofit arts leadership roles), the anticipated search firm fee is approximately $24,000–$37,000. This should be budgeted separately and will be subject to the City’s procurement process.

2.5 Panel Facilitation and Candidate Evaluation

2.5.1 Facilitate screening and interview panels in partnership with the FSG, using the assessment rubric and interview guides developed in 2.2

2.5.2 Prepare written evaluation summaries for finalist candidates and provide a formal recommendation to the FSG

2.5.3 Provide an onboarding framework and first-year scaffold for the incoming ED — this is a starting point, not a predetermined agenda; the ED shapes their own priorities

2.5.4 Advise the Founding Steering Group on preparation of a 360-degree ED performance review framework, including evaluation criteria and process for both the 6-month and 12-month reviews; the FSG conducts the reviews, consultants provide the structure Scope boundary: Consultants design and facilitate the search process and make a recommendation to the FSG. The appointment decision rests with the FSG. The ED’s programming approach, partnership priorities, and organizational culture are theirs to develop. Consultants provide structure; they do not pre-fill it.

Nonprofit Formation
Formation occurs once the founding ED is in place and early operating assumptions have begun to be tested.

Governance should not be formalized before leadership is established. Consultants provide governance 





 







framework and formation support; outside legal counsel in partnership with the City’s attorney handles incorporation and filings.

2.6 Incorporation Readiness

2.6.1 Develop an incorporation readiness checklist (governance, finance, programmatic traction, operating budget trajectory)

2.6.2 Assess readiness against checklist criteria in coordination with the founding ED and City; advise on timing

2.6.3 Note: Incorporation is a legal process. This scope covers governance preparation and readiness assessment, not legal filings.

2.7 Founding Board Design

2.7.1 Develop a Board skills matrix and composition framework: fiduciary competencies, community representation goals, fundraising capacity, and geographic and demographic considerations

2.7.2 Prepare a Board candidate pipeline methodology — how to identify and vet candidates — in coordination with the founding ED and FSG

2.7.3 Develop Board recruitment materials: role description, expectations, time commitment, and governance orientation outline

2.7.4 Note: Board composition decisions belong to the founding ED and FSG. Consultants provide the framework and process; they do not recruit board members or determine who serves. Board recruitment should not begin until the ED has been in role long enough to assess organizational needs and contribute meaningfully to the profile — typically no earlier than six months after appointment.

2.8 Governance Infrastructure

2.8.1 Advise on Bylaws structure and key provisions in coordination with outside legal counsel (in partnership with City’s attorney) who will draft

2.8.2 Develop a Board governance policy package for founding Board adoption: conflict of interest, financial controls, document retention, whistleblower, and executive compensation review policies

2.8.3 Design a Board orientation curriculum and onboarding materials package

2.8.4 Recommend term structure and evolution pathway to support governance maturation over time

2.9 Fiscal Sponsorship Transition

2.9.1 Design a transition plan from fiscal sponsorship to independent 501(c)(3): asset transfer sequence, contract novation approach, and timing relative to incorporation milestones Note: Execution of the transition is led by the founding ED, with support from outside legal counsel

2.10 Capital–Organizational Boundary Support
Capital planning activity is more likely to be active during Phase 2 than Phase 1, and boundary management becomes correspondingly more demanding. The ED’s arrival coincides with the period when developers, capital consultants, and philanthropic prospects are increasingly engaged — each of which creates pressure points where the nonprofit’s role can be misframed or expanded beyond its appropriate scope.

Advise City staff and the incoming ED on how to frame the nonprofit’s role — and its limits — in communications with capital consultants, developers, and philanthropic prospects 





 







Review capital planning materials, developer-facing documents, and emerging financing structures for organizational risk implications; provide written flags to City staff where the nonprofit’s exposure is at issue Participate in joint coordination sessions with capital or real estate consultants as needed — this is a contingent activity, billed time-and-materials, triggered by City or developer action rather than consultant initiative
Note: This task is scoped as advisory and responsive. If capital planning activity during Phase 2 is limited, hours will be modest. If capital consultants or developers are actively engaged, this coordination becomes more substantive and draws on the Phase 2 contingency reserve accordingly.

2.9 Project Management and City Staff Coordination
This includes regular coordination with City staff anchored to project activity: pre- and post-FSG meeting check-ins, preparation for any City Council briefings, coordination with the executive search firm, and asneeded liaison on legal and governance questions as they arise. Internal coordination between AIL and JJC, shared documentation, and institutional record-keeping are ongoing throughout Phase 2. Project management is estimated at 50 combined hours; actual draw will reflect project pace, particularly the length and complexity of the ED search.

Note: Project management is billed at the same hourly rate as other tasks. It is separated here to make the actual cost of coordination visible.






 







Table 2: Phase 2 Task Summary
Task Deliverable Who Leads Notes

2.1 ED Position
Design
Position profile, comp
benchmarking, recommended
range, advise board on ED roles
and responsibilities as they relate
to maintaining capital/nonprofit
boundary while building community
partnerships
JJC/AIL FSG approves profile

2.2 Search Process
Design
Search timeline, assessment
rubric, interview guides

JJC/AIL

2.3 Search Firm
Engagement
Search firm shortlist and
recommendation; ongoing firm
management
JJC/AIL Search firm fee is a
separate direct cost;
see task note

2.4 Panel Facilitation
and Candidate
Evaluation
Panel facilitation, candidate
evaluations, recommendation to
FSG, onboarding scaffold, 360
framework
JJC/AIL AIL/JJC recommend;
FSG makes
appointment

2.5 Inc. Readiness Readiness checklist, timing
assessment
JJC/AIL + ED Post-ED appointment

2.6 Board Design Skills matrix, composition
framework, recruitment materials
JJC/AIL + ED ED leads board
recruitment

2.7 Governance
Package
Policy package, board orientation
curriculum
JJC/AIL +
counsel
Counsel drafts
bylaws

2.8 Fiscal Transition
Plan
Transition roadmap JJC/AIL + ED
+ counsel
ED leads execution

2.9 Project
Management
City staff coordination, search firm
oversight, FSG liaison, milestone
tracking
JJC/AIL Ongoing throughout
Phase 2

2.10 Capital–Org.

Boundary Support
Written flags on capital materials;
joint sessions as needed
JJC/AIL Contingent on capital
activity; T&M; draws
on contingency
reserve






 







Phase 3: City–Nonprofit Agreement Framework and Early Operations Preparation
Phase 3 is initiated during Phase 2, once the Founding ED is in place and the organization has enough operational footing that City–nonprofit agreement negotiations are meaningful. It does not wait for incorporation. The City–nonprofit relationship needs to be established clearly and early — agreements should be in place before incorporation, not improvised at the point of facility delivery. This phase runs concurrently with the latter part of Phase 2, with the two phases converging as the organization approaches the readiness thresholds for formal nonprofit status.

Consultants build the framework; the founding ED and Board fill it. This is also the phase where coordination complexity is highest: City staff, the ED, outside legal counsel, capital consultants, and the fiscal sponsor are all active simultaneously. The boundary management work — ensuring the City–nonprofit agreements do not inadvertently assign capital risk to the nonprofit — is particularly consequential here. Operational strategy, programming philosophy, partnership priorities, and organizational culture are not consultant deliverables in this phase — they are intentionally held open for the founding leadership to develop.

City–Nonprofit Agreement Framework

3.1 Operating Agreement Term Sheet

3.1.1 Draft a City–Nonprofit Operating Agreement term sheet covering: permitted uses, public benefit requirements, access and affordability expectations, reporting obligations, and duration and renewal terms

3.1.2 Develop a capital and maintenance responsibility matrix — clearly delineating what remains with the City versus what falls to the nonprofit operator

3.1.3 Draft language establishing earned revenue parameters: what types of commercial activity are permitted, at what scale, and subject to what public benefit conditions

3.1.4 Ensure agreement language explicitly limits the nonprofit’s exposure to building-related financial obligations, consistent with the risk allocation principles established in Tasks 5 and 6

3.2 Alignment Facilitation

3.2.1 Facilitate up to [X] City–nonprofit alignment sessions on agreement terms, prior to legal drafting

3.2.2 Develop a set of negotiating principles to guide the nonprofit’s engagement with City legal staff Note: Legal drafting and execution are handled by City legal counsel and nonprofit counsel respectively

3.3 Reporting and Accountability Framework

3.3.1 Design a reporting framework: what the nonprofit reports to the City, at what frequency, and in what format (financial, programmatic, community access)

3.3.2 Recommend a set of community benefit metrics aligned with the public-purpose goals established in Task 6
Note: The ED develops actual performance targets and reporting content once in role; this scope establishes structure only






 







Early Operations Preparation
The following scope is intentionally narrow. Operational strategy, programming philosophy, partnership priorities, and organizational culture belong to the founding ED and Board. Consultants provide structural scaffolding and planning tools — not operational content.

3.4 Pre-Facility Budget Framework

3.4.1 Develop a pre-facility operating budget template calibrated to the range established in Task 6

3.4.2 Provide budget scenario analysis (two to three scenarios) illustrating different staffing and revenue configurations within that range
Note: The actual budget is developed and owned by the founding ED

3.5 Staffing Plan Framework

3.5.1 Develop a staffing plan framework for the pre-facility period: recommended roles, approximate FTE levels, sequencing of hires, and salary ranges consistent with Bay Area nonprofit benchmarks

3.5.2 Prepare job description templates for the two to three initial hires following the ED appointment Note: Hiring decisions, final job descriptions, and organizational culture are the ED’s domain

3.6 Milestone and Readiness Tracker

3.6.1 Develop and maintain a shared milestone and readiness tracker spanning all three development tracks: capital, organizational formation, and programming

3.6.2 Provide periodic written readiness assessments at key decision points: initiating interim activity, ED hire, incorporation, and facility operating agreement execution

3.6.3 Coordinate tracker updates across City staff, capital consultants, and organizational leadership to maintain a single shared picture of where each track stands What is not in scope: Pilot programming content and design; community engagement strategy; partnership cultivation and negotiation; donor cultivation; organizational culture; operational workflows; and any decisions that properly belong to the founding Executive Director and Board.

These are not consultant gaps — they are intentional design choices that preserve the founding leader’s authority and responsibility to build a real institution.

3.8 Capital–Organizational Boundary Support
Phase 3 is the point of highest boundary risk in the engagement. City–nonprofit operating agreements are being negotiated at the same moment capital consultants, developers, the City’s attorney and outside legal counsel are most active. The probability that capital-related obligations will attempt to migrate into the agreement language — intentionally or not — is significant. This task ensures those boundaries hold.

Review all drafts of the City–nonprofit operating agreement for provisions that would assign capital-related obligations, maintenance risk, or facility financing responsibility to the nonprofit; provide written flags and recommended language to City staff and nonprofit counsel Advise the founding ED on negotiating principles vis-à-vis City legal staff; ensure the ED understands the risk allocation framework and can advocate for the nonprofit’s position in agreement discussions 





 







Participate in joint coordination sessions with capital consultants, developers, or City legal staff as needed — contingent activity, billed time-and-materials, triggered by agreement negotiation activity rather than consultant initiative
Note: This is the highest-exposure boundary task in the engagement. If agreement negotiations are straightforward, hours will be modest. If capital-related provisions require repeated review and negotiation, this task becomes substantive and draws on the Phase 3 contingency reserve accordingly.

3.7 Project Management and City Staff Coordination
This includes regular coordination with City staff anchored to project activity: preparation for City Council briefings, as-needed coordination on operating agreement negotiations and City’s attorney and outside counsel’s legal review, and liaison between City staff, the founding ED, and outside legal counsel as the City– nonprofit relationship is formalized. Internal coordination between AIL and JJC, institutional record-keeping, and milestone tracking across all development tracks are ongoing throughout Phase 3.

Note: Project management is billed at the same hourly rate as other tasks. It is separated here to make the actual cost of coordination visible.

Table 3: Phase 3 Task Summary
Task Deliverable Who Leads Notes

3.1 Operating
Agreement
Term sheet, maintenance matrix,
earned revenue parameters
JJC/AIL Counsel drafts final
agreement

3.2 Alignment
Sessions
Facilitated sessions, negotiating
principles
JJC/AIL Up to [X] sessions

3.3 Reporting
Framework
Reporting structure, community
benefit metric framework
JJC/AIL ED sets targets once
in role

3.4 Budget
Framework
Budget template, two–three
scenarios
JJC/AIL ED owns actual
budget

3.5 Staffing
Framework
Framework, FTE guide, initial job
description templates
JJC/AIL ED makes hire
decisions

3.6 Readiness
Tracker
Living tracker, periodic written
assessments
JJC/AIL Ongoing across all
phases

3.7 Project
Management
City staff coordination, ED and City
liaison, milestone tracking
JJC/AIL Ongoing throughout
Phase 3

3.8 Capital–Org.

Boundary Support
Agreement review and flags;
negotiating principles; joint
sessions as needed
JJC/AIL Contingent on
agreement
negotiation activity;
T&M; draws on
contingency reserve






 







Engagement Terms
Contract Structure
This SOW presents the full three-phase organizational development engagement. Phase 1 is structured as an amendment to the existing 2023–25 contract; Phases 2 and 3 will be authorized under a separate follow-on contract. Budgets for all three phases are set out in the Compensation section. The City is encouraged to begin preparing the follow-on procurement during Phase 1 so there is no gap in engagement.

Roles and Responsibilities
AIL and JJC serve as co-lead consultants and primary integrating advisors throughout Phase 1-3. Specific task assignments between the two firms will be confirmed at project kickoff. Outside l egal counsel if required to support City staff — to be identified and contracted separately — is required for fiscal sponsorship agreement review. Capital and real estate consultants, if engaged by the City during Phase 1, coordinate with AIL/JJC for purposes of organizational risk review.

Timeline
All three phases are readiness-based rather than calendar-based. The following is a planning approximation only; actual timing will depend on FSG recruitment pace, fiscal sponsor selection, ED search duration, and the rate at which the organization develops operational footing. The following is a planning approximation only.
1 Phase 1 (Pre-Organization): Months 1–9 from contract execution, concluding when the FSG is operational, a fiscal sponsor is secured, and organizational framing for the ED search is complete 2 Phase 2 (ED Search and Nonprofit Formation): Begins upon Phase 1 completion; concludes when the ED is appointed, governance infrastructure is in place, and the organization has sufficient operational footing for incorporation planning to begin. ED search alone typically runs 4–8 months; the full phase is likely 12–18 months
3 Phase 3 (City–Nonprofit Agreement Framework and Early Operations Preparation): Initiated during Phase 2 once the ED is in place; runs concurrently with Phase 2’s latter stages. Concludes when City– nonprofit agreements are executed, the organization has incorporated, and the transition from fiscal sponsorship is complete
Scope refinements within all phases are anticipated and should be treated as a feature of the engagement structure, not a sign of scope failure. The concurrent nature of Phases 2 and 3 means that coordination complexity increases during that period; project management hours will reflect actual pace. Amendments will be documented and treated as part of the normal project record.

Key Assumptions
1 The City designates a primary staff contact with authority to move decisions forward on organizational matters
2 City finance and legal staff confirm that operating support to a fiscally sponsored project is consistent with applicable procurement and grant requirements
3 Capital and real estate consultants, if engaged during Phase 1, participate in coordination activities with AIL/JJC; if not yet engaged, Task 1.3 remains advisory and minimal 4 The City's operating support to the emerging organization proceeds under Council's general authorization; specific amounts and disbursement mechanics are subject to finalization through the City's budget and contracting process






 







Compensation
Hourly rate: $150 per consultant. Phases 1 to 3 total not to exceed $247,000, structured as base scope plus contingency reserve and detailed in the table below.

Table 4: Fee Schedule
Task JJC hrs AIL hrs Combined Est. Fee

1.1 FSG Structure Design 40 35 75 $11,250

1.2 FSG Recruitment Support 20 20 40 $6,000

1.1.3 FSG Facilitation (up to 8
sessions, incl. prep, facilitation,
write-up, and FSG Orientation
Brief) 35 35 70 $10,500

1.2 Fiscal Sponsorship 35 25 60 $9,000

1.3 Capital–Org. Boundary
Support 30 30 60 $9,000

1.4 Project Management & City
Staff Coordination 25 25 50 $7,500

2.1 ED Position Design 50 50 100 $15,000

2.2 Search Process Design 50 50 100 $15,000

2.3 Search Execution 50 50 100 $15,000

2.4 Inc. Readiness 65 25 90 $13,500

2.6 Board Design 25 65 90 $13,500

2.7 Governance Package 25 65 90 $13,500

2.8 Fiscal Transition Plan 65 25 90 $13,500

3.1 Operating Agreement 25 25 50 $7,500

3.2 Alignment Sessions 25 25 50 $7,500

3.3 Reporting Framework 45 45 90 $13,500

3.4 Budget Framework 45 45 90 $13,500

3.5 Staffing Framework 45 45 90 $13,500

3.6 Readiness Tracker 20 20 40 $6,000

3.7 Project Management 20 20 40 $6,000

3.8 Capital–Org. Boundary
Support 15 15 30 $4,500
Base scope subtotal 755 740 1,495 $224,250
Contingency reserve (additional
services within Phase 1 scope)
— — — $22,425
Total not to exceed $247,00000
In Phase 1, the contingency reserve is available for: additional FSG sessions beyond 8; expanded capital boundary coordination if capital consultants are engaged early; unanticipated City staff coordination requirements; or other Phase 1 scope refinements approved by the City. Contingency used in Phase 2 may 





 







cover capital boundary coordination activity triggered by developer or capital consultant engagement during the ED search and incubation period; extended search firm management if the search runs longer than anticipated; unanticipated FSG or City coordination requirements; or other Phase 2 scope refinements approved by the City. It is possible that the remaining contingency may need to be revisited/increased for Phase 3, given the heightened boundary risk during City–nonprofit agreement negotiations. It is recommended that contingency be made available for: capital boundary review and negotiation support if agreement drafting requires repeated intervention; additional City–nonprofit alignment sessions beyond those scoped; unanticipated legal coordination requirements; or other Phase 3 scope refinements approved by the City. Any draw will be documented and reported to the City’s designated staff contact.

Amendments
This SOW may be amended by mutual written agreement. Given the readiness-based structure of the engagement, scope refinements are anticipated. Amendments will be documented and treated as part of the normal project record.

Prepared by Art Is Luv (AIL) and J. Johnstone Consulting (JJC) | Draft for City of Emeryville review | 2026 Emeryville Arts and Cultural Center | Organizational Development — Statement of Work, Phases 1-3 





 







City of Emeryville

C A L I F O R N I A

M E M O R A N D U M
DATE: September 1, 2026
TO: Mayor and City Council Members
FROM: LaTanya Bellow, City Manager
SUBMITTED BY: Mohamed Alaoui, Public Works Director
SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EMERYVILLE

AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC

HIGHWAY AT-GRADE CROSSING AGREEMENT WITH UNION
PACIFIC RAILROAD COMPANY FOR THE 67TH STREET AT-GRADE

RAILROAD CROSSING

RECOMMENDATION
Staff recommends that the City Council adopt the attached resolution authorizing the City Manager to execute a Public Highway At-Grade Crossing Agreement with Union Pacific Railroad Company for the 67th Street at-grade railroad crossing, subject to approval as to form by the City Attorney.

BACKGROUND
The City of Emeryville had three public at-grade railroad crossings located at 65th, 66th, and 67th Streets along Union Pacific Railroad Company's ("UPRR") Martinez Subdivision. In 2018, the City received funding through the State's Trade Corridor Enhancement Program to construct the Quiet Zone Safety Engineering Measures Project, which included installation of supplemental safety measures and other improvements necessary to establish a railroad Quiet Zone at these crossings.

The Quiet Zone Safety Engineering Measures Project was completed in August 2024.

As part of the project, the 66th Street at-grade crossing was permanently closed and safety improvements were completed at the remaining crossings. The City's railroad Quiet Zone is now in effect at the 65th and 67th Street crossings.

As part of implementation of the Quiet Zone project, the City and UPRR entered into an Authorization and Reimbursement Agreement in 2021 for improvements at the 67th Street at-grade crossing (DOT No. 751154H). The agreement addressed projectspecific improvements including railroad flashing light signals and gates, motion sensing circuits, the City's highway traffic signal, and the interconnection and coordination between the City's traffic signal and UPRR's railroad warning system.

UPRR requires a Public Highway At-Grade Crossing Agreement to be in place for public at-grade crossings. These agreements establish the respective rights and responsibilities of the railroad and roadway agency for use, maintenance, repair, reconstruction, and future work within the crossing area. The 2021 agreement was specific to the Quiet Zone improvements at the 67th Street crossing and was not 67th Street UPRR Crossing Agreement – Signature Authority City Council Meeting | September 1, 2026

intended to serve as the comprehensive crossing and maintenance agreement for the crossing. The proposed Public Highway At-Grade Crossing Agreement will supplement, rather than replace, the 2021 agreement and establish the parties' ongoing responsibilities for the crossing.

UPRR is now undertaking a separate railroad project along the Martinez Subdivision that it anticipates completing during FY 2026/27. The project includes removal of an existing yard track through the 67th Street crossing and relocation of associated railroad signal devices. The work will reconstruct portions of the existing crossing and modify railroad warning equipment, pavement, sidewalk, signing and striping, and related facilities. In coordination with this upcoming project, UPRR has requested that the City execute the Public Highway At-Grade Crossing Agreement for the 67th Street crossing.

DISCUSSION
The proposed Public Highway At-Grade Crossing Agreement establishes the long-term rights and responsibilities of the City and UPRR at the 67th Street crossing. The agreement grants the City the right to maintain and repair the public roadway across UPRR property and establishes requirements for maintenance, repair, reconstruction, and future work within the crossing area.

The agreement also establishes procedures that will apply when the City performs future work at the crossing. City contractors working on UPRR property will be required to obtain UPRR right-of-entry authorization and applicable insurance, and future substantial maintenance or reconstruction work will require coordination with UPRR regarding plans, cost responsibilities, and access requirements. These provisions establish the ongoing framework for maintaining the public roadway crossing after completion of UPRR's current project.

Although the crossing has been in operation for some time, the fact that multiple projects have occurred at this location has brought to UPRR’s attention the lack of a Public Highway At-Grade Crossing Agreement. The requirement for these agreements is a standard UPRR requirement since the right of way belongs to UPRR and the city has been granted an easement.

The proposed Public Highway At-Grade Crossing Agreement will supplement the City's existing 2021 agreement with UPRR associated with the Quiet Zone improvements. The 2021 agreement will remain in effect for those project-specific improvements, while the proposed agreement will provide the comprehensive and ongoing framework for operation and maintenance of the public crossing.

Because the proposed agreement establishes continuing obligations and responsibilities for the City at the 67th Street crossing, City Council authorization is required for execution. Staff recommends that the City Council authorize the City Manager to execute the Public Highway At-Grade Crossing Agreement with UPRR, subject to approval as to form by the City Attorney.
67th Street UPRR Crossing Agreement – Signature Authority City Council Meeting | September 1, 2026

ENVIRONMENTAL REVIEW
UPRR obtained authorization from the California Public Utilities Commission (CPUC) under General Order 88-B to modify the 67th Street at-grade crossing. The CPUC has already authorized the upcoming project and made the applicable CEQA determination for the physical improvements to be done by UPRR at 67th Street. As part of its January 15, 2026 authorization, the CPUC determined that the crossing modification project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21084.

STRATEGIC PLAN CONNECTION
▪ Quality Infrastructure and Environmental Stewardship
▪ Maintenance and improvement of infrastructure, facilities, fleet, climate policies.

FISCAL IMPACT
Execution of the proposed agreement is not anticipated to result in an immediate fiscal impact to the City. UPRR is responsible for the costs associated with its upcoming track removal and crossing modification project, and the agreement does not require any payment from the City upon execution.

The agreement does establish ongoing City responsibilities for maintenance and repair of the public roadway and crossing area. Future City work at the crossing may also result in costs for UPRR review, right-of-entry requirements, railroad flagging or other protective services, and work performed by UPRR within the crossing area. The agreement further provides that costs associated with future modifications to railroad warning devices will be allocated between the City and UPRR by agreement prior to such work.

Separate from the proposed agreement, the City has existing financial obligations under the 2021 Authorization and Reimbursement Agreement associated with the Quiet Zone improvements. Under that agreement, the City is responsible for an ongoing annual reimbursement to UPRR for maintenance of the railroad grade-crossing warning devices, currently amounting to $43,860 per year, subject to periodic adjustment by UPRR. This is an existing obligation associated with the completed Quiet Zone project and is not a new cost resulting from execution of the proposed Public Highway At-Grade Crossing Agreement.

Any future expenditures associated with maintenance or improvements at the crossing will be addressed through the City's applicable operating or Capital Improvement Program budgets and will be subject to the City's normal budget and contracting authorization requirements.

STAFF COMMUNICATION WITH THE PUBLIC
None.
67th Street UPRR Crossing Agreement – Signature Authority City Council Meeting | September 1, 2026

CONFLICT OF INTEREST
None.

CONCLUSION
Staff recommends that the City Council adopt the attached resolution authorizing the City Manager to execute the Public Highway At-Grade Crossing Agreement with Union Pacific Railroad Company for the 67th Street at-grade railroad crossing. Execution of the agreement will allow Union Pacific Railroad Company to proceed with its planned crossing modifications while establishing the parties' ongoing responsibilities for maintenance, future work, and continued coordination of the railroad warning system and City traffic signal at the crossing.

PREPARED BY: Ryan O’Connell, Senior Civil Engineer

ATTACHMENTS
▪ Draft Resolution
o Exhibit A – Public Highway At-Grade Crossing Agreement with Union Pacific Railroad Company
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EMERYVILLE

AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC HIGHWAY AT-GRADE

CROSSING AGREEMENT WITH UNION PACIFIC RAILROAD COMPANY FOR THE 67TH STREET AT-GRADE RAILROAD CROSSING
WHEREAS, Union Pacific Railroad Company ("UPRR") owns and operates the Martinez Subdivision railroad corridor through the City of Emeryville ("City"); and WHEREAS, the City currently has public at-grade railroad crossings at 65th Street and 67th Street along the Martinez Subdivision; and
WHEREAS, the City previously completed the Quiet Zone Safety Engineering Measures Project, which included safety improvements at the 65th Street and 67th Street crossings and permanent closure of the former 66th Street at-grade crossing; and WHEREAS, the City's railroad Quiet Zone is currently in effect at the 65th Street and 67th Street crossings; and
WHEREAS, in 2021, the City and UPRR entered into an Authorization and Reimbursement Agreement for improvements at the 67th Street at-grade crossing, DOT No. 751154H, associated with implementation of the City's Quiet Zone project; and WHEREAS, the 2021 agreement addressed project-specific improvements at the 67th Street crossing, including railroad warning devices and the interconnection and coordination between UPRR's railroad warning system and the City's traffic signal; and WHEREAS, UPRR requires a Public Highway At-Grade Crossing Agreement to establish the respective rights and responsibilities of UPRR and the City for the public roadway crossing, including maintenance, repair, reconstruction, and future work within the crossing area; and
WHEREAS, the proposed Public Highway At-Grade Crossing Agreement will supplement, rather than replace, the City's existing 2021 Authorization and Reimbursement Agreement with UPRR; and
WHEREAS, UPRR is undertaking a separate railroad project along the Martinez Subdivision that includes removal of an existing yard track through the 67th Street crossing and relocation of associated railroad signal devices; and WHEREAS, UPRR's project will include reconstruction of portions of the existing crossing and modifications to railroad warning equipment, pavement, sidewalk, signing and striping, and related facilities; and
WHEREAS, the proposed Public Highway At-Grade Crossing Agreement provides for the continued interconnection and coordination between UPRR's railroad grade crossing warning devices and the City's traffic signal at 67th Street and Shellmound Street; and Resolution No. _____
67th Street UPRR Crossing Agreement – Signature Authority City Council Meeting | September 1, 2026

WHEREAS, the proposed Public Highway At-Grade Crossing Agreement establishes the parties' ongoing rights and responsibilities for the 67th Street crossing, including maintenance and repair responsibilities and procedures applicable to future work within the crossing area; and
WHEREAS, UPRR has requested that the City execute the Public Highway At-Grade Crossing Agreement as the crossing is within UPRR’s right of way and the City has been granted an easement; and
WHEREAS, the agreement is attached hereto as Exhibit A; now, therefore, be it RESOLVED, by the City Council of the City of Emeryville that execution of the Public Highway At-Grade Crossing Agreement with Union Pacific Railroad Company will not result in or authorize any new construction and only provides for ongoing maintenance and repair of the existing 67th Street crossing area and therefore is not subject to review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15301; and, be it, further
RESOLVED, by the City Council of the City of Emeryville that the City Manager is authorized to execute the Public Highway At-Grade Crossing Agreement with Union Pacific Railroad Company for the 67th Street at-grade railroad crossing, substantially in the form attached hereto as Exhibit A, subject to approval as to form by the City Attorney; and, be it, further
RESOLVED, by the City Council of the City of Emeryville, that the City Manager or their designee, is authorized to take such actions as may be reasonably necessary to implement and administer the Public Highway At-Grade Crossing Agreement consistent with the terms authorized herein.

Resolution No. _____
67th Street UPRR Crossing Agreement – Signature Authority City Council Meeting | September 1, 2026

Resolution No. _____
67th Street UPRR Crossing Agreement – Signature Authority City Council Meeting | September 1, 2026

ADOPTED, by the City Council of the City of Emeryville at a Regular Meeting held September 1, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

MAYOR
ATTEST: APPROVED AS TO FORM:

CITY CLERK SPECIAL COUNSEL

ATTACHMENTS
▪ Exhibit A – Public Highway At-Grade Crossing Agreement with Union Pacific Railroad Company 1 UP Real Estate Project No.: 0768949

PUBLIC HIGHWAY AT-GRADE CROSSING AGREEMENT
Sixty-Seventh Street
DOT 751154H
MP 4.86 – Martinez Subdivision
Emeryville, Alameda County, California
THIS AGREEMENT ("Agreement") is made and entered into as of the ____ day of ___________, 20____ ("Effective Date"), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, to be addressed at Real Estate Department, 1400 Douglas Street, Mail Stop 1690, Omaha, Nebraska 68179 (”Railroad") and CITY OF EMERYVILLE, a municipal corporation or political subdivision of the State of California to be addressed at 1333 Park Avenue, Emeryville, California 94608 ("Political Body").

RECITALS:

Presently, the Political Body utilizes the Railroad’s property for the existing at grade public road crossing over Sixty-Seventh Street, DOT 751154H at Railroad’s Milepost 4.86 on Railroad’s Martinez Subdivision at or near Emeryville, Alameda County, California.

The Railroad now desires to undertake as its project (the “Project”) the removal of yard track through the existing at grade public road crossing including the relocation of signal devices. The road crossing, as reconstructed is hereinafter the “Roadway.” The Railroad right of way right utilized by the Political Body for the existing road crossing is sufficient to allow for the removal of yard track through the Roadway. The area where the Roadway crosses a portion of the Railroad’s property is hereinafter referred to as the “Crossing Area” as such area is generally shown on the Railroad’s location print marked Exhibit A and the Railroad’s type, size and location prints of the Project marked Exhibit A-1, attached hereto and hereby made a part hereof.

The Railroad and the Political Body are entering into this Agreement to cover the above.

AGREEMENT:

NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows:

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 2 Section 1. EXHIBIT B
The general terms and conditions marked Exhibit B, are attached hereto and hereby made a part hereof.

Section 2. RAILROAD GRANTS RIGHT
For and in consideration of the Political Body’s agreement to perform and comply with the terms of this Agreement, the Railroad hereby grants to the Political Body the right to maintain and repair the Roadway over and across the Crossing Area.

Section 3. DEFINITION OF CONTRACTOR
For purposes of this Agreement the term “Contractor” shall mean the contractor or contractors hired by the Political Body to perform any future project work on any portion of the Railroad’s property and shall also include the Contractor’s subcontractors and the Contractor’s and subcontractor’s respective employees, officers and agents, and others acting under its or their authority.

Section 4. CONTRACTOR'S RIGHT OF ENTRY AGREEMENT - INSURANCE A. Prior to Contractor performing any work within the Crossing Area and any subsequent maintenance and repair work, the Political Body shall require the Contractor to:
• execute the Railroad's then current Contractor's Right of Entry Agreement • obtain the then current insurance required in the Contractor’s Right of Entry Agreement; and
• provide such insurance policies, certificates, binders and/or endorsements to the Railroad.

B. The Railroad's current Contractor's Right of Entry Agreement is marked Exhibit C, attached hereto and hereby made a part hereof. The Political Body confirms that it will inform its Contractor that it is required to execute such form of agreement and obtain the required insurance before commencing any work on any Railroad property.

Under no circumstances will the Contractor be allowed on the Railroad's property without first executing the Railroad's Contractor's Right of Entry Agreement and obtaining the insurance set forth therein and also providing to the Railroad the insurance policies, binders, certificates and/or endorsements described therein.

C. All insurance correspondence, binders, policies, certificates and/or endorsements shall be sent to:

Manager - Contracts
Union Pacific Railroad Company
Real Estate Department
Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 3 1400 Douglas Street, Mail Stop 1690
Omaha, NE 68179-1690
UP Project No. 0768949
D. If the Political Body's own employees will be performing any of the future project work, the Political Body may self-insure all or a portion of the insurance coverage subject to the Railroad's prior review and approval.

Section 5. FEDERAL AID POLICY GUIDE
If the Political Body will be receiving any federal funding for any future project, the current rules, regulations and provisions of the Federal Aid Policy Guide as contained in 23 CFR 140, Subpart I and 23 CFR 646, Subparts A and B are incorporated into this Agreement by reference.

Section 6. NO FUTURE PROJECT EXPENSES TO BE BORNE BY RAILROAD The Political Body agrees that no future project costs and expenses are to be borne by the Railroad after construction of the Project has been completed by the Railroad. In addition, the Railroad is not required to contribute any funding for any future project after construction of the Project has been completed by the Railroad.

Section 7. PLANS
A. For any future project, the Political Body, at its expense, shall prepare, or cause to be prepared by others, the detailed plans and specifications for the project and the Structure and submit such plans and specifications to the Railroad’s Assistant Vice President Engineering-Design, or his authorized representative, for prior review and approval. The plans and specifications shall include all Roadway layout specifications, cross sections and elevations, associated drainage, and other appurtenances.

B. The final one hundred percent (100%) completed plans that are approved in writing by the Railroad’s Assistant Vice President Engineering-Design, or his authorized representative, are hereinafter referred to as the “Plans”. The Plans are hereby made a part of this Agreement by reference.

C. No changes in the Plans shall be made unless the Railroad has consented to such changes in writing.

D. The Railroad's review and approval of the Plans will in no way relieve the Political Body or the Contractor from their responsibilities, obligations and/or liabilities under this Agreement, and will be given with the understanding that the Railroad makes no representations or warranty as to the validity, accuracy, legal compliance or completeness of the Plans and that any reliance by the Political Body or Contractor on the Plans is at the risk of the Political Body and Contractor.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 4 Section 8. NON-RAILROAD IMPROVEMENTS
A. Submittal of plans and specifications for protecting, encasing, reinforcing, relocation, replacing, removing and abandoning in place all non-railroad owned facilities (the "Non Railroad Facilities") affected by any future project including, without limitation, utilities, fiber optics, pipelines, wirelines, communication lines and fences is required under Section 7. The Non Railroad Facilities plans and specifications shall comply with Railroad's standard specifications and requirements, including, without limitation, American Railway Engineering and Maintenance-of-Way Association ("AREMA") standards and guidelines. Railroad has no obligation to supply additional land for any Non Railroad Facilities and does not waive its right to assert preemption defenses, challenge the right-to-take, or pursue compensation in any condemnation action, regardless if the submitted Non Railroad Facilities plans and specifications comply with Railroad's standard specifications and requirements. Railroad has no obligation to permit any Non Railroad Facilities to be abandoned in place or relocated on Railroad's property.

B. Upon Railroad's approval of submitted Non Railroad Facilities plans and specifications, Railroad will attempt to incorporate them into new agreements or supplements of existing agreements with Non Railroad Facilities owners or operators.

Railroad may use its standard terms and conditions, including, without limitation, its standard license fee and administrative charges when requiring supplements or new agreements for Non Railroad Facilities. Non Railroad Facilities work shall not commence before a supplement or new agreement has been fully executed by Railroad and the Non Railroad Facilities owner or operator, or before Railroad and Political Body mutually agree in writing to (i) deem the approved Non Railroad Facilities plans and specifications to be Plans pursuant to Section 7B, (ii) deem the Non Railroad Facilities part of the Roadway, and (iii) supplement this Agreement with terms and conditions covering the Non Railroad Facilities.

Section 9. EFFECTIVE DATE; TERM; TERMINATION
A. This Agreement is effective as of the Effective Date first herein written and shall continue in full force and effect for as long as the Roadway remains on the Railroad’s property.

B. The Railroad, if it so elects, may terminate this Agreement effective upon delivery of written notice to the Political Body in the event the Railroad does not commence construction on the portion of the Project located on the Railroad’s property within twelve (12) months from the Effective Date.

Section 10. CONDITIONS TO BE MET BEFORE

POLITICAL BODY CAN COMMENCE WORK
Neither the Political Body nor the Contractor may commence any work within the Crossing Area or on any other Railroad property until:
(i) The Railroad and Political Body have executed this Agreement.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 5 (ii) The Railroad has provided to the Political Body the Railroad’s written approval of the Plans.
(iii) Each Contractor has executed Railroad’s Contractor’s Right of Entry Agreement and has obtained and/or provided to the Railroad the insurance policies, certificates, binders, and/or endorsements required under the Contractor’s Right of Entry Agreement.
(iv) Each Contractor has given the advance notice(s) required under the Contractor's Right of Entry Agreement to the Railroad Representative named in the Contactor's Right of Entry Agreement.

Section 11. FUTURE PROJECTS
Future projects involving substantial maintenance, repair, reconstruction, renewal and/or demolition of the Roadway shall not commence until Railroad and Political Body agree on the plans for such future projects, cost allocations, right of entry terms and conditions and temporary construction rights, terms and conditions.

Section 12. ASSIGNMENT; SUCCESSORS AND ASSIGNS
A. Political Body shall not assign this Agreement without the prior written consent of Railroad.

B. Subject to the provisions of Paragraph A above, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of Railroad and Political Body.

Section 13. SPECIAL PROVISIONS PERTAINING TO AMERICAN
RECOVERY AND REINVESTMENT ACT OF 2009
If the Political Body will be receiving American Recovery and Reinvestment Act ("ARRA") funding for any future project, the Political Body agrees that it is responsible in performing and completing all ARRA reporting documents for the project. The Political Body confirms and acknowledges that Section 1512 of the ARRA provisions applies only to a "recipient" receiving ARRA funding directing from the federal government and, therefore, (i) the ARRA reporting requirements are the responsibility of the Political Body and not of the Railroad, and (ii) the Political Body shall not delegate any ARRA reporting responsibilities to the Railroad. The Political Body also confirms and acknowledges that (i) the Railroad shall provide to the Political Body the Railroad's standard and customary billing for expenses incurred by the Railroad for the project including the Railroad's standard and customary documentation to support such billing, and (ii) such standard and customary billing and documentation from the Railroad provides the information needed by the Political Body to perform and complete the ARRA reporting documents. The Railroad confirms that the Political Body and the Federal Highway Administration shall have the right to audit the Railroad's billing and documentation for the project as provided in Section 11 of Exhibit B of this Agreement.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 6 Section 14. SIGNAL PREEMPTION
A. Political Body and Railroad, severally and collectively, agree that the existing interconnection and coordination of the operation of the railroad grade crossing protection devices with the operation of the highway traffic control signals at the Crossing Area, in accordance with the design schematic marked Exhibit D, hereto attached and hereby made a part hereof (the “Designs”) will remain in place.

B. Each party shall take all suitable precautions to prevent any interference (by induction, leakage of electricity or otherwise) with the operation of the other party’s signals or communications lines, or those of its tenants; and if, at any time, the operation or maintenance of its signals results in any electrostatic effects, the party whose signals are causing the interference shall, at its expense, immediately take such action as may be necessary to eliminate such interference.

C. Except as set forth in this Section, Political Body shall not be liable to Railroad on account of any failure of Railroad's warning devices to operate properly, nor shall Railroad have or be entitled to maintain any action against Political Body arising from any failure from Railroad's warning devices to operate properly. Similarly, Railroad shall not be liable to Political Body on account of any failure of Political Body’s traffic signal to operate properly, nor shall Political Body have or be entitled to maintain any action against Railroad arising from any failure of Political Body’s traffic signal to operate properly.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 7 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date first herein written.

UNION PACIFIC RAILROAD COMPANY
(Federal Tax ID #94-6001323)
By: _________________________________
Printed Name: ________________________
Title: ________________________________

CITY OF EMERYVILLE
By: ________________________________
Printed Name: ________________________
Title: ________________________________
Approved As To Form:

City Attorney
Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78

EXHIBIT A
TO

PUBLIC HIGHWAY AT-GRADE CROSSING AGREEMENT
Exhibit A will be a print showing the Crossing Area (see Recitals) Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 EXHIBIT A-1
TO

PUBLIC HIGHWAY AT-GRADE CROSSING AGREEMENT
Exhibit A-1 will be Railroad’s type, size and location prints of the Project (see Recitals) Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78

SHELLMOUND STREET
S
TA.3
675+96.84
M
P

4.86 67TH
S
TR
EET
20 0 20 40

S C A L E I N F E E T
N
3 675+00
5'
6'4.5'5'
15 1
'
0'
10'

4.5'
15'
5'-3"
TO ETW
9'-3"
2'
DRAWN BY:
c:\pwwordir\benesch projects\projects\pkastl\d0236919\67th Street Roadway - Berkeley Drill Track - 2D 20 scale.dgn 8/22/2025
of
08/22/2025
PWK
CHECKED BY:

DATE:

SHEET NUMBER
R006 006
LOCATION & DESCRIPTION:

SHEET TITLE:

Color table:c:\pwwordir\benesch projects\projects\pkastl\dms49014\UPRR.tblpw:\\benesch-pw.bentley.com:benesch-pw-01\Documents\Managed Workspace\Projects\Rail\UPRR_Track2019\tables\Pen\UPRR_V8i_Pentable.tblc:\pwwordir\benesch projects\projects\pkastl\d0236919\67th Street Roadway - Berkeley DrillTrack - 2D 20 scale.dgnRoadway 2D Design 402-333-5792
Omaha, NE 68144
14748 W. Center Rd., Ste 200
Alfred Benesch & Company
CLH

DRILL TRACK REHABILITATION
MARTINEZ SUBDIVISION MP 4.86 - MP 7.50

BERKELEY, CA
ROADWAY PLAN (GRADE CROSSING DOT# 751154H)
17'

5.6'
5'
PLACE SUBBALLAST 15 CY
PLACE 7" ASPHALT 86 SY

BY UPRR SIGNAL

REMOVE CROSSING GATE

BY UPRR SIGNAL

REMOVE CROSSING GATE
REMOVE ASPHALT 14 SY
REMOVE ASPHALT 7 SY
PLACE SIDEWALK 36 SY
REMOVE SIDEWALK 2 SY
REMOVE SIDEWALK 2 SY
PLACE ASPHALT SIDEWALK 16 SY

REMOVE PEDESTRIAN GATE
(23' GATE ARM)
5'-3" FROM FACE OF CURB

BY UPRR SIGNAL

INSTALL CROSSING GATE
(23' GATE ARMS)
5'-3" FROM FACE OF CURB

BY UPRR SIGNAL

INSTALL CROSSING GATE
BY UPRR SIGNAL (8' GATE ARMS)

INSTALL CROSSING GATE
(ONE WAY EMERGENCY EGRESS GATE)

INSTALL PEDESTRIAN GATE
GUTTER 21 LF
PLACE 6" CURB AND
GUTTER 20 LF
PLACE 6" CURB AND

3.42 CY
PLACE 4" SUBBALLAST

0.25 CY
PLACE 4" SUBBALLAST
INSTALL 6' CHAIN LINK FENCE 4 LF
INSTALL 3.5' CHAIN LINK FENCE 20 LF
REMOVE 56' CROSSING

BY UPRR SIGNAL

REMOVE CROSSING GATE
INSTALL 3.5' CHAIN LINK FENCE 5 LF
INSTALL 3.5' CHAIN LINK FENCE 22 LF
REMOVE ASPHALT 26 SY
REMOVE ASPHALT 23 SY
MAIN TRACK 2
MAIN TRACK 1
TRACK 110

FOUNDATION

REMOVE GATE

FOUNDATION

REMOVE GATE

FOUNDATION

REMOVE GATE
IMPROVEMENTS.

DISABILITIES ACT AND UPRR GUIDANCE FOR SIDEWALK

7. SIDEWALK SHALL CONFORM WITH AMERICANS WITH
FROM THE PEDESTRIAN CROSSING GATE ARM.

6. DETACTABLE WARNING PANELS SHALL BE PLACED 2'-0"
PAY ITEM "PLACE SIDEWALK"

5. DETECTABLE WARNING PANELS ARE SUBSIDIARY TO THE

4. FOR DETAILS OF SIGNAL REMOVAL SEE TRACK PLANS.

3. GAP ON CROSSING GATES SHALL BE LIMITED TO 2'-0" MAX.

TO BE PERFORMED BY UPRR SIGNALS.

2. ALL SIGNAL WORK ASSOCIATED WITH THE CROSSING

1. SEE SHEET R002 FOR STRIPING PLAN.

NOTES:

CPUC Crossing #001A-4.90
Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 N
20 0 20 40

S C A L E I N F E E T
S
TA.3
675+96.84
M
P

4.86 67TH
S
TR
EET
3 675+00
15'
8'

SHELLMOUND STREET
5' 12' VAR.12' 5'
DRAWN BY:
c:\pwwordir\benesch projects\projects\pkastl\d0236919\67th Street Roadway - Berkeley Drill Track - 2D 20 scale.dgn 8/22/2025
of
08/22/2025
PWK
CHECKED BY:

DATE:

SHEET NUMBER
RS006 006
LOCATION & DESCRIPTION:

SHEET TITLE:

Color table:c:\pwwordir\benesch projects\projects\pkastl\dms49014\UPRR.tblpw:\\benesch-pw.bentley.com:benesch-pw-01\Documents\Managed Workspace\Projects\Rail\UPRR_Track2019\tables\Pen\UPRR_V8i_Pentable.tblc:\pwwordir\benesch projects\projects\pkastl\d0236919\67th Street Roadway - Berkeley DrillTrack - 2D 20 scale.dgnRoadway 2D Design 402-333-5792
Omaha, NE 68144
14748 W. Center Rd., Ste 200
Alfred Benesch & Company
CLH

DRILL TRACK REHABILITATION
MARTINEZ SUBDIVISION MP 4.86 - MP 7.50

BERKELEY, CA
STRIPING PLAN (GRADE CROSSING DOT# 751154H)
6" YELLOW (5' SPACING)

PAINT CURB RED

PAINT CURB RED
8' FROM GATE
24" WHITE STOP BAR
(TIE INTO EXISTING)
6" WHITE
(TIE INTO EXISTING)
6" WHITE
(TIE INTO EXISTING)
DOUBLE 6" YELLOW

REMOVE STOP BAR
"DO NOT STOP ON TRACKS"
REMOVE SIGN R8-8
" DO NOT STOP ON TRACKS"
INSTALL SIGN R8-8
VEHICLE DETECTION ZONE 1
VEHICLE DETECTION ZONE 2
MAIN TRACK 2
MAIN TRACK 1
TRACK 110
TO BE REPLACED WITH R15-2P(4) "4 TRACKS". 6 TOTAL.

5. EXISTING SIGNS ON GRADE CROSSING DEVICES R15-2P(5) "5 TRACKS" WITH W48(CA) "4 TRACKS". 3 TOTAL.

4. EXISTING ROADWAY SIGNS W48(CA)"5 TRACKS" TO BE REPLACED

3. REMOVE CONFLICTING PAVEMENT MARKINGS.

2. FOR DETAILS OF SIGNAL REMOVAL SEE TRACK PLANS.

TO BE PERFORMED BY UPRR SIGNALS.

1. ALL SIGNAL WORK ASSOCIATED WITH THE CROSSING
NOTES:

CPUC Crossing #001A-4.90
Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 Public Highway At-Grade Crossing 03/01/13
Standard Form Approved, AVP-Law
1 EXHIBIT B
TO

PUBLIC HIGHWAY AT-GRADE CROSSING AGREEMENT
SECTION 1. CONDITIONS AND COVENANTS
A. The Railroad makes no covenant or warranty of title for quiet possession or against encumbrances. The Political Body shall not use or permit use of the Crossing Area for any purposes other than those described in this Agreement. Without limiting the foregoing, the Political Body shall not use or permit use of the Crossing Area for railroad purposes, or for gas, oil or gasoline pipe lines. Any lines constructed on the Railroad's property by or under authority of the Political Body for the purpose of conveying electric power or communications incidental to the Political Body's use of the property for highway purposes shall be constructed in accordance with specifications and requirements of the Railroad, and in such manner as not adversely to affect communication or signal lines of the Railroad or its licensees now or hereafter located upon said property. No nonparty shall be admitted by the Political Body to use or occupy any part of the Railroad's property without the Railroad's written consent. Nothing herein shall obligate the Railroad to give such consent.

B. The Railroad reserves the right to cross the Crossing Area with such railroad tracks as may be required for its convenience or purposes. In the event the Railroad shall place additional tracks upon the Crossing Area, the Political Body shall, at its sole cost and expense, modify the Roadway to conform with all tracks within the Crossing Area.

C. The right hereby granted is subject to any existing encumbrances and rights (whether public or private), recorded or unrecorded, and also to any renewals thereof.

The Political Body shall not damage, destroy or interfere with the property or rights of nonparties in, upon or relating to the Railroad's property, unless the Political Body at its own expense settles with and obtains releases from such nonparties.

D. The Railroad reserves the right to use and to grant to others the right to use the Crossing Area for any purpose not inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct, maintain, operate, repair, alter, renew and replace tracks, facilities and appurtenances on the property; and the right to cross the Crossing Area with all kinds of equipment.

E. So far as it lawfully may do so, the Political Body will assume, bear and pay all taxes and assessments of whatsoever nature or kind (whether general, local or special) levied or assessed upon or against the Crossing Area, excepting taxes levied upon and against the property as a component part of the Railroad's operating property.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 2 F. If any property or rights other than the right hereby granted are necessary for the construction, maintenance and use of the Roadway and its appurtenances, or for the performance of any work in connection with any future project, the Political Body will acquire all such other property and rights at its own expense and without expense to the Railroad.

SECTION 2. CONSTRUCTION OF ROADWAY
A. The Political Body, at its expense, will apply for and obtain all public authority required by law, ordinance, rule or regulation for any future project, and will furnish the Railroad upon request with satisfactory evidence that such authority has been obtained.

B. Except as may be otherwise specifically provided herein, the Political Body, at its expense, will furnish all necessary labor, material and equipment, and shall construct and complete the Roadway and all appurtenances thereof. The appurtenances shall include, without limitation, all necessary and proper highway warning devices (except those installed by the Railroad within its right of way) and all necessary drainage facilities, guard rails or barriers, and right of way fences between the Roadway and the railroad tracks. Upon completion of any future project, the Political Body shall remove from the Railroad's property all temporary structures and false work, and will leave the Crossing Area in a condition satisfactory to the Railroad.

C. All construction work of the Political Body upon the Railroad's property (including, but not limited to, construction of the Roadway and all appurtenances and all related and incidental work) shall be performed and completed in a manner satisfactory to the Assistant Vice President Engineering-Design of the Railroad or his authorized representative and in compliance with the Plans, and other guidelines furnished by the Railroad.

D. All construction work of the Political Body shall be performed diligently and completed within a reasonable time. No part of any future project shall be suspended, discontinued or unduly delayed without the Railroad's written consent, and subject to such reasonable conditions as the Railroad may specify. It is understood that the Railroad's tracks at and in the vicinity of the work will be in constant or frequent use during progress of the work and that movement or stoppage of trains, engines or cars may cause delays in the work of the Political Body. The Political Body hereby assumes the risk of any such delays and agrees that no claims for damages on account of any delay shall be made against the Railroad by the State and/or the Contractor.

SECTION 3. INJURY AND DAMAGE TO PROPERTY
If the Political Body, in the performance of any work contemplated by this Agreement or by the failure to do or perform anything for which the Political Body is responsible under the provisions of this Agreement, shall injure, damage or destroy any property of the Railroad or of any other person lawfully occupying or using the property of the Railroad, such property shall be replaced or repaired by the Political Body at the Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 3 Political Body's own expense, or by the Railroad at the expense of the Political Body, and to the satisfaction of the Railroad's Assistant Vice President Engineering-Design.

SECTION 4. RAILROAD MAY USE CONTRACTORS TO PERFORM WORK The Railroad may contract for the performance of any of its work by other than the Railroad forces. The Railroad shall notify the Political Body of the contract price within ninety (90) days after it is awarded. Unless the Railroad's work is to be performed on a fixed price basis, the Political Body shall reimburse the Railroad for the amount of the contract.

SECTION 5. MAINTENANCE AND REPAIRS
A. The Political Body shall, at its own sole expense, maintain, repair, and renew, or cause to be maintained, repaired and renewed, the entire Crossing Area and Roadway, except the portions between the track tie ends, which shall be maintained by the Railroad at the Political Body’s expense.

B. If, in the future, the Political Body elects to have the surfacing material between the track tie ends, or between tracks if there is more than one railroad track across the Crossing Area, replaced with paving or some surfacing material other than timber planking, the Railroad, at the Political Body’s expense, shall install such replacement surfacing, and in the future, to the extent repair or replacement of the surfacing is necessitated by repair or rehabilitation of the Railroad’s tracks through the Crossing Area, the Political Body shall bear the expense of such repairs or replacement.

SECTION 6. CHANGES IN GRADE
If at any time the Railroad shall elect, or be required by competent authority to, raise or lower the grade of all or any portion of the track(s) located within the Crossing Area, the Political Body shall, at its own expense, conform the Roadway to conform with the change of grade of the trackage.

SECTION 7. REARRANGEMENT OF WARNING DEVICES
If the change or rearrangement of any warning device installed hereunder is necessitated for public or Railroad convenience or on account of improvements for either the Railroad, highway or both, the parties will apportion the expense incidental thereto between themselves by negotiation, agreement or by the order of a competent authority before the change or rearrangement is undertaken.

SECTION 8. SAFETY MEASURES; PROTECTION

OF RAILROAD COMPANY OPERATIONS
It is understood and recognized that safety and continuity of the Railroad's operations and communications are of the utmost importance; and in order that the Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 4 same may be adequately safeguarded, protected and assured, and in order that accidents may be prevented and avoided, it is agreed with respect to all of said work of the Political Body that the work will be performed in a safe manner and in conformity with the following standards:

A. Definitions. All references in this Agreement to the Political Body shall also include the Contractor and their respective officers, agents and employees, and others acting under its or their authority; and all references in this Agreement to work of the Political Body shall include work both within and outside of the Railroad’s property.

B. Entry on to Railroad's Property by Political Body. If the Political Body's employees need to enter Railroad's property in order to perform an inspection of the Roadway, minor maintenance or other activities, the Political Body shall first provide at least ten (10) working days advance notice to the Railroad Representative. With respect to such entry on to Railroad’s property, the Political Body, to the extent permitted by law, agrees to release, defend and indemnify the Railroad from and against any loss, damage, injury, liability, claim, cost or expense incurred by any person including, without limitation, the Political Body’s employees, or damage to any property or equipment (collectively the “Loss”) that arises from the presence or activities of Political Body’s employees on Railroad’s property, except to the extent that any Loss is caused by the sole direct negligence of Railroad.

C. Flagging.
(i) If the Political Body's employees need to enter Railroad's property as provided in Paragraph B above, the Political Body agrees to notify the Railroad Representative at least thirty (30) working days in advance of proposed performance of any work by Political Body in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such thirty (30) day notice, the Railroad Representative will determine and inform Political Body whether a flagman need be present and whether Political Body needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad, Railroad will bill Political Body for such expenses incurred by Railroad. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad, Political Body agrees that Political Body is not relieved of any of its responsibilities or liabilities set forth in this Agreement. (ii) The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 5 vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed.

One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Political Body shall pay on the basis of the new rates and charges.
(iii) Reimbursement to Railroad will be required covering the full eight-hour day during which any flagman is furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work, even though Political Body may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Political Body must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice of cessation is not given, Political Body will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period. An additional thirty (30) days notice must then be given to Railroad if flagging services are needed again after such five day cessation notice has been given to Railroad.

D. Compliance With Laws. The Political Body shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work. The Political Body shall use only such methods as are consistent with safety, both as concerns the Political Body, the Political Body's agents and employees, the officers, agents, employees and property of the Railroad and the public in general. The Political Body (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. All Federal Railroad Administration regulations shall be followed when work is performed on the Railroad's premises. If any failure by the Political Body to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against the Railroad, the Political Body shall reimburse, and to the extent it may lawfully do so, indemnify the Railroad for any such fine, penalty, cost, or charge, including without limitation attorney's fees, court costs and expenses.

The Political Body further agrees in the event of any such action, upon notice thereof being provided by the Railroad, to defend such action free of cost, charge, or expense to the Railroad.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 6 E. No Interference or Delays. The Political Body shall not do, suffer or permit anything which will or may obstruct, endanger, interfere with, hinder or delay maintenance or operation of the Railroad's tracks or facilities, or any communication or signal lines, installations or any appurtenances thereof, or the operations of others lawfully occupying or using the Railroad's property or facilities.

F. Supervision. The Political Body, at its own expense, shall adequately police and supervise all work to be performed by the Political Body, and shall not inflict injury to persons or damage to property for the safety of whom or of which the Railroad may be responsible, or to property of the Railroad. The responsibility of the Political Body for safe conduct and adequate policing and supervision of any future project shall not be lessened or otherwise affected by the Railroad's approval of plans and specifications, or by the Railroad's collaboration in performance of any work, or by the presence at the work site of the Railroad's representatives, or by compliance by the Political Body with any requests or recommendations made by such representatives. If a representative of the Railroad is assigned to any future project, the Political Body will give due consideration to suggestions and recommendations made by such representative for the safety and protection of the Railroad's property and operations.

G. Suspension of Work. If at any time the Political Body's engineers or the Vice President-Engineering Services of the Railroad or their respective representatives shall be of the opinion that any work of the Political Body is being or is about to be done or prosecuted without due regard and precaution for safety and security, the Political Body shall immediately suspend the work until suitable, adequate and proper protective measures are adopted and provided.

H. Removal of Debris. The Political Body shall not cause, suffer or permit material or debris to be deposited or cast upon, or to slide or fall upon any property or facilities of the Railroad; and any such material and debris shall be promptly removed from the Railroad's property by the Political Body at the Political Body's own expense or by the Railroad at the expense of the Political Body. The Political Body shall not cause, suffer or permit any snow to be plowed or cast upon the Railroad's property during snow removal from the Crossing Area.

I. Explosives. The Political Body shall not discharge any explosives on or in the vicinity of the Railroad's property without the prior consent of the Railroad's Vice President-Engineering Services, which shall not be given if, in the sole discretion of the Railroad's Vice President-Engineering Services, such discharge would be dangerous or would interfere with the Railroad's property or facilities. For the purposes hereof, the "vicinity of the Railroad's property" shall be deemed to be any place on the Railroad's property or in such close proximity to the Railroad's property that the discharge of explosives could cause injury to the Railroad's employees or other persons, or cause damage to or interference with the facilities or operations on the Railroad's property.

The Railroad reserves the right to impose such conditions, restrictions or limitations on the transportation, handling, storage, security and use of explosives as the Railroad, in the Railroad's sole discretion, may deem to be necessary, desirable or appropriate.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 7 J. Excavation. The Political Body shall not excavate from existing slopes nor construct new slopes which are excessive and may create hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the tracks of the Railroad. The Political Body shall not do or cause to be done any work which will or may disturb the stability of any area or adversely affect the Railroad's tracks or facilities. The Political Body, at its own expense, shall install and maintain adequate shoring and cribbing for all excavation and/or trenching performed by the Political Body in connection with construction, maintenance or other work. The shoring and cribbing shall be constructed and maintained with materials and in a manner approved by the Railroad's Assistant Vice President Engineering - Design to withstand all stresses likely to be encountered, including any stresses resulting from vibrations caused by the Railroad's operations in the vicinity.

K. Drainage. The Political Body, at the Political Body's own expense, shall provide and maintain suitable facilities for draining the Roadway and its appurtenances, and shall not suffer or permit drainage water therefrom to flow or collect upon property of the Railroad. The Political Body, at the Political Body's own expense, shall provide adequate passageway for the waters of any streams, bodies of water and drainage facilities (either natural or artificial, and including water from the Railroad's culvert and drainage facilities), so that said waters may not, because of any facilities or work of the Political Body, be impeded, obstructed, diverted or caused to back up, overflow or damage the property of the Railroad or any part thereof, or property of others. The Political Body shall not obstruct or interfere with existing ditches or drainage facilities.

L. Notice. Before commencing any work, the Political Body shall provide the advance notice to the Railroad that is required under the Contractor's Right of Entry Agreement.

M. Fiber Optic Cables. Fiber optic cable systems may be buried on the Railroad's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Political Body shall visit up.com/CBUD to complete and submit the required form to determine if fiber optic cable is buried anywhere on Railroad's property to be used by the Political Body. If it is, Political Body will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Railroad's premises.

SECTION 9. INTERIM WARNING DEVICES
If at anytime it is determined by a competent authority, by the Political Body, or by agreement between the parties, that new or improved train activated warning devices should be installed at the Crossing Area, the Political Body shall install adequate temporary warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until the new or improved devices have been installed.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 8 SECTION 10. OTHER RAILROADS
All protective and indemnifying provisions of this Agreement shall inure to the benefit of the Railroad and any other railroad company lawfully using the Railroad's property or facilities.

SECTION 11. BOOKS AND RECORDS
The books, papers, records and accounts of Railroad, so far as they relate to the items of expense for the materials to be provided by Railroad under this Project, or are associated with the work to be performed by Railroad under this Project, shall be open to inspection and audit at Railroad's offices in Omaha, Nebraska, during normal business hours by the agents and authorized representatives of Political Body for a period of three (3) years following the date of Railroad's last billing sent to Political Body.

SECTION 12. REMEDIES FOR BREACH OR NONUSE
A. If the Political Body shall fail, refuse or neglect to perform and abide by the terms of this Agreement, the Railroad, in addition to any other rights and remedies, may perform any work which in the judgment of the Railroad is necessary to place the Roadway and appurtenances in such condition as will not menace, endanger or interfere with the Railroad's facilities or operations or jeopardize the Railroad's employees; and the Political Body will reimburse the Railroad for the expenses thereof.

B. Nonuse by the Political Body of the Crossing Area for public highway purposes continuing at any time for a period of eighteen (18) months shall, at the option of the Railroad, work a termination of this Agreement and of all rights of the Political Body hereunder.

C. The Political Body will surrender peaceable possession of the Crossing Area and Roadway upon termination of this Agreement. Termination of this Agreement shall not affect any rights, obligations or liabilities of the parties, accrued or otherwise, which may have arisen prior to termination.

SECTION 13. MODIFICATION - ENTIRE AGREEMENT
No waiver, modification or amendment of this Agreement shall be of any force or effect unless made in writing, signed by the Political Body and the Railroad and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by the Railroad of any default by the Political Body shall not affect or impair any right arising from any subsequent default. This Agreement and Exhibits attached hereto and made a part hereof constitute the entire understanding between the Political Body and the Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work or any part thereof.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 1 Contractor's Right of Entry Public Project No. 0768949 Projects Form Approved 02/09/2022

EXHIBIT C
TO

PUBLIC HIGHWAY AT-GRADE CROSSING AGREEMENT

CONTRACTOR'S

RIGHT OF ENTRY AGREEMENT
THIS AGREEMENT is made and entered into as of the day of , 20 , by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Railroad"); and , a
("Contractor").

RECITALS:
corporation
Contractor has been hired by to
perform work relating to (the “Work”)
with all or a portion of such Work to be performed on property of Railroad in the vicinity of Railroad's Milepost on Railroad's [Subdivision or Branch] [at or near DOT No. located at or near , in County, State of ,
as such location is in the general location shown on the print marked Exhibit A, attached hereto and hereby made a part hereof, which Work is the subject of a contract dated between Railroad and .

Railroad is willing to permit Contractor to perform the Work described above at the location described above subject to the terms and conditions contained in this agreement AGREEMENT:

NOW, THEREFORE, it is mutually agreed by and between Railroad and Contractor, as follows:

ARTICLE 1 - DEFINITION OF CONTRACTOR.

For purposes of this agreement, all references in this agreement to Contractor shall includeContractor's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority. For purposes of clarity, Contractor agrees that any CIC (defined below) hired by Contractor is a subcontractor of Contractor and therefore included in the defined term Contractor pursuant to the foregoing sentence.

ARTICLE 2 - RIGHT GRANTED; PURPOSE.

Railroad hereby grants to Contractor the right, during the term hereinafter stated and upon and subject to each and all of the terms, provisions and conditions herein contained, to enter upon and have ingress to and egress from the property described in the Recitals for the purpose of performing the Work described in the Recitals above. The right herein granted to Contractor is limited to those portions of Railroad's property specifically described herein, or as designated by the Railroad Representatives named in Article 4.

ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS B AND C.

The terms and conditions contained in Exhibit B and Exhibit C, attached hereto, are hereby made a part of this agreement.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 2 Contractor's Right of Entry Public
Projects Form Approved 02/09/2022
ARTICLE 4 - ALL EXPENSES TO BE BORNE BY CONTRACTOR; RAILROAD REPRESENTATIVES.

A. Contractor shall bear any and all costs and expenses associated with any Work performed by Contractor (including without limitation any CIC), or any costs or expenses incurred by Railroad relating to this agreement.

B. Contractor shall coordinate all of its Work with the following Railroad representatives or their duly authorized representative (the "Railroad Representatives"):

MTM:______________________
___________________________
___________________________
___________________________
PM:________________________
___________________________
___________________________
___________________________
C. Contractor, at its own expense, shall adequately police and supervise all Work to be performed by Contractor and shall ensure that such Work is performed in a safe manner as set forth in Section 7 of Exhibit B. The responsibility of Contractor for safe conduct and adequate policing and supervision of Contractor's Work shall not be lessened or otherwise affected by Railroad's approval of plans and specifications involving the Work, or by Railroad's collaboration in performance of any Work, or by the presence at the Work site of a Railroad Representative, or by compliance by Contractor with any requests or recommendations made by Railroad Representative.

ARTICLE 5 - SCHEDULE OF WORK ON A MONTHLY BASIS.

The Contractor, at its expense, shall provide on a monthly basis a detailed schedule of Work to the Railroad Representative named in Article 4B above. The reports shall start at the execution of this agreement and continue until this agreement is terminated as provided in this agreement or until the Contractor has completed all Work on Railroad’s property.

ARTICLE 6 - TERM; TERMINATION.

A. The grant of right herein made to Contractor shall commence on the date of this agreement, and continue until _______________________, unless sooner terminated as herein provided, or at such time as Contractor has completed its Work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its Work on Railroad's property.

B. This agreement may be terminated by either party on ten (10) days written notice to the other party.

ARTICLE 7 - CERTIFICATE OF INSURANCE.

A. Before commencing any Work and throughout the entire term of this Agreement, Contractor, at its expense, shall procure and maintain in full force and effect the types and minimum limits of insurance specified in Exhibit C of this agreement and require each of its subcontractors to include the insurance endorsements as required under Section 12 of Exhibit B of this agreement.

B. Not more frequently than once every two (2) years, Railroad may reasonably modify the required insurance coverage to reflect then-current risk management practices in the railroad industry and underwriting practices in the insurance industry.

C. Upon request of Railroad, Contractor shall provide to Railroad a certificate issued by its insurance carrier evidencing the insurance coverage required under Exhibit B.

D. Contractor understands and accepts that the terms of this Article are wholly separate from and independent of the terms of any indemnity provisions contained in this Agreement.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 3 Contractor's Right of Entry Public
Projects Form Approved 02/09/2022
E. Upon request of Railroad, insurance correspondence, binders, policies, certificates and endorsements shall be sent to:

Union Pacific Railroad Company
[Insert mailing address]
Attn:

Project No. 0768949
ARTICLE 8 - PRECONSTRUCTION MEETING.

If the Work to be performed by the Contractor will involve the Railroad providing any flagging protection (or if a CIC is approved to provide flagging protection pursuant to the terms set forth herein) and/or there is separate work to be performed by the Railroad, the Contractor confirms that no work shall commence until the Railroad and Contractor participate in a preconstruction meeting involving flagging procedures and coordination of work activities of the Contractor and the Railroad (and any CIC, as applicable.) Union Pacific’s Third Party Flagging Policy at the link provided here: www.up.com/flagging ARTICLE 9. DISMISSAL OF CONTRACTOR'S EMPLOYEE.

At the request of Railroad, Contractor shall remove from Railroad's property any employee of Contractor who fails to conform to the instructions of the Railroad Representative in connection with the Work on Railroad's property, and any right of Contractor shall be suspended until such removal has occurred. Contractor shall indemnify Railroad against any claims arising from the removal of any such employee from Railroad'sproperty.

ARTICLE 10. ADMINISTRATIVE FEE.

Upon the execution and delivery of this agreement, Contractor shall pay to Railroad One Thousand Twenty Five Dollars ($1,025.00) as reimbursement for clerical, administrative and handling expenses in connection with the processing of this agreement.

ARTICLE 11. CROSSINGS; COMPLIANCE WITH MUTCD AND FRA GUIDELINES.

A. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over Railroad's trackage shall be installed or used by Contractor without the prior written permission of Railroad.

B. Any permanent or temporary changes, including temporary traffic control, to crossings must conform to the Manual of Uniform Traffic Control Devices (MUTCD) and any applicable Federal Railroad Administration rules, regulations and guidelines, and must be reviewed by the Railroad prior to any changes being implemented. In the event the Railroad is found to be out of compliance with federal safety regulations due to the Contractor’s modifications, negligence, or any other reason arising from the Contractor’s presence on the Railroad’s property, the Contractor agrees to assume liability for any civil penalties imposed upon the Railroad for such noncompliance.

ARTICLE 12.- EXPLOSIVES.

Explosives or other highly flammable substances shall not be stored or used on Railroad's property without the prior written approval of Railroad.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 4 Contractor's Right of Entry Public
Projects Form Approved 02/09/2022
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement in duplicate as of the date first herein written.

UNION PACIFIC RAILROAD COMPANY
By:

Title:
(Name of Contractor)
By:

Name:

Title:

Phone:

E-Mail:

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78

EXHIBIT A
TO
CONTRACTOR’S RIGHT OF ENTRY AGREEMENT
Exhibit A will be a print showing the general location of the work site.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 1 EXHIBIT B
TO

CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
Section 1. NOTICE OF COMMENCEMENT OF WORK - RAILROAD FLAGGING - PRIVATE FLAGGING.

A. Contractor agrees to notify the Railroad Representative at least ten (10) working days in advance of Contractor commencing its Work and at least thirty (30) working days in advance of proposed performance of any Work by Contractor in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track.

B. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a Railroad approved flagman is provided to watch for trains. Upon receipt of such thirty (30)-day notice, the Railroad Representative will determine and inform Contractor whether a flagman need be present and whether Contractor needs to implement any special protective or safety measures.

C. Contractor shall be permitted to hire a private contractor to perform flagging or other special protective or safety measures (such private contractor being commonly known in the railroad industry as a contractor-in-charge (“CIC”)) in lieu of Railroad providing such services or in concert with Railroad providing such services, subject to prior written approval by Railroad, which approval shall be in Railroad’s sole and absolute discretion. If Railroad agrees to permit Contractor to utilize a CIC pursuant to the preceding sentence, Contractor shall obtain Railroad’s prior approval in writing for each of the following items, as determined in all respects in Railroad’s sole and absolute discretion: (i) the identity of the third-party performing the role of CIC; (ii) the scope of the services to be performed for the project by the approved CIC; and (iii) any other terms and conditions governing such services to be provided by the CIC. If flagging or other special protective or safety measures are performed by an approved CIC, Contractor shall be solely responsible for (and shall timely pay such CIC for) its services. Railroad reserves the right to rescind any approval pursuant to this Section 1, Subsection C., in whole or in part, at any time, as determined in Railroad’s sole and absolute discretion.

D. If any flagging or other special protective or safety measures are performed by employees of Railroad and/or any contractor of Railroad, Railroad will bill Contractor for such expenses incurred by Railroad, unless Railroad and a federal, state or local governmental entity have agreed that Railroad is to bill such expenses to the federal, state or local governmental entity. If Railroad will be sending the bills to Contractor, Contractor shall pay such bills within thirty (30) days of Contractor's receipt of billing.

E. If any flagging or other special protective or safety measures are performed by Railroad or a CIC, Contractor agrees that Contractor is not relieved of any of its responsibilities or liabilities set forth in this agreement.

F. The provisions set forth in this subsection are only applicable for Flagging Services performed by employees of Railroad: the rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with labor agreements and schedules in effect at the time the Work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the Work is performed. One and one-half times the current hourly rate is Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 2 paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Contractor (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges. If flagging is performed by Railroad, reimbursement to Railroad will be required covering the full eight-hour day during which any flagman is furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work, even though Contractor may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Contractor must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice of cessation is not given, Contractor will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period.

An additional thirty (30) days notice must then be given to Railroad if flagging services are needed again after such five-day cessation notice has been given to Railroad.

Section 2. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED A. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Railroad to use and maintain its entire property including the right and power of Railroad to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by Railroad without liability to Contractor or to any other party for compensation or damages.

B. The foregoing grant is also subject to all outstanding superior rights (whether recorded or unrecorded and including those in favor of licensees and lessees of Railroad's property, and others) and the right of Railroad to renew and extend the same, and is made without covenant of title or for quiet enjoyment.

Section 3. NO INTERFERENCE WITH OPERATIONS OF RAILROAD AND ITS TENANTS.

A. Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use and operation of the railroad tracks and property of Railroad, including without limitation, the operations of Railroad's lessees, licensees or others, unless specifically authorized in advance by the Railroad Representative.

Nothing shall be done or permitted to be done by Contractor at any time that would in any manner impair the safety of such operations. When not in use, Contractor's machinery and materials shall be kept at least twentyfive (25) feet from the centerline of Railroad's nearest track, and there shall be no vehicular crossings of Railroads tracks except at existing open public crossings.

B. Operations of Railroad and work performed by Railroad personnel and delays in the Work to be performed by Contractor caused by such railroad operations and Work are expected by Contractor, and Contractor agrees that Railroad shall have no liability to Contractor, or any other person or entity for any such delays. The Contractor shall coordinate its activities with those of Railroad and third parties so as to avoid interference with railroad operations. The safe operation of Railroad train movements and other activities by Railroad takes precedence over any Work to be performed by Contractor.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 3 Section 4. LIENS.

Contractor shall pay in full all persons who perform labor or provide materials for the Work to be performed by Contractor. Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced against any property of Railroad for any such Work performed. Contractor shall indemnify and hold harmless Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of such Work done, labor performed, or materials furnished. If Contractor fails to promptly cause any lien to be released of record, Railroad may, at its election, discharge the lien or claim of lien at Contractor's expense.

Section 5. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.

A. Fiber optic cable systems may be buried on Railroad's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Contractor shall visit www.up.com/CBUD to complete and submit the required form to determine if fiber optic cable is buried anywhere on Railroad's property to be used by Contractor. If it is, Contractor will telephone the telecommunications company(ies) involved, make arrangements for a cable locator and, if applicable, for relocation or other protection of the fiber optic cable. Contractor shall not commence any Work until all such protection or relocation (if applicable) has been accomplished.

B. IN ADDITION TO OTHER INDEMNITY PROVISIONS IN THIS AGREEMENT, CONTRACTOR

SHALL INDEMNIFY, DEFEND AND HOLD RAILROAD HARMLESS FROM AND AGAINST ALL COSTS,

LIABILITY AND EXPENSE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES,

COURT COSTS AND EXPENSES) ARISING OUT OF ANY ACT OR OMISSION OF CONTRACTOR, ITS AGENTS AND/OR EMPLOYEES, THAT CAUSES OR CONTRIBUTES TO (1) ANY DAMAGE TO OR DESTRUCTION OF ANY TELECOMMUNICATIONS SYSTEM ON RAILROAD'S PROPERTY, AND/OR (2) ANY

INJURY TO OR DEATH OF ANY PERSON EMPLOYED BY OR ON BEHALF OF ANY

TELECOMMUNICATIONS COMPANY, AND/OR ITS CONTRACTOR, AGENTS AND/OR EMPLOYEES, ON RAILROAD'S PROPERTY. CONTRACTOR SHALL NOT HAVE OR SEEK RECOURSE AGAINST RAILROAD

FOR ANY CLAIM OR CAUSE OF ACTION FOR ALLEGED LOSS OF PROFITS OR REVENUE OR LOSS OF

SERVICE OR OTHER CONSEQUENTIAL DAMAGE TO A TELECOMMUNICATION COMPANY USING

RAILROAD'S PROPERTY OR A CUSTOMER OR USER OF SERVICES OF THE FIBER OPTIC CABLE ON RAILROAD'S PROPERTY.

Section 6. PERMITS - COMPLIANCE WITH LAWS.

In the prosecution of the Work covered by this agreement, Contractor shall secure any and all necessary permits and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the Work including, without limitation, all applicable Federal Railroad Administration regulations.

Section 7. SAFETY.

A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of any Work on Railroad property performed by Contractor. Contractor shall be responsible for initiating, maintaining and supervising all safety, operations and programs in connection with the Work. Contractor shall, at a minimum, comply with Railroad's then current safety standards located at the below web address (“Railroad’s Safety Standards”) to ensure uniformity with the safety standards followed by Railroad's own forces.

As a part of Contractor's safety responsibilities, Contractor shall notify Railroad if Contractor Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 4 determines that any of Railroad's Safety Standards are contrary to good safety practices. Contractor shall furnish copies of Railroad’s Safety Standards to each of its employees before they enter Railroad property. http://www.up.com/cs/groups/public/@uprr/@suppliers/documents/up_pdf_nativedocs/pdf_up_supplier_safety_ req.pdf
B. All personnel employed by the Agency, Contractor and all subcontractors must complete the Railroad's course “Property Access Training” and be registered prior to working on Railroad property. This training is available at www.up.com/up-pat. This training is required to be completed annually.

C. Without limitation of the provisions of paragraph A above, Contractor shall keep the job site free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job.

D. Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be provided to any person injured on the job site. Contractor shall promptly notify Railroad of any U.S. Occupational Safety and Health Administration reportable injuries. Contractor shall have a nondelegable duty to control its employees while they are on the job site or any other property of Railroad, and to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any Work.

E. If and when requested by Railroad, Contractor shall deliver to Railroad a copy of Contractor's safety plan for conducting the Work (the "Safety Plan"). Railroad shall have the right, but not the obligation, to require Contractor to correct any deficiencies in the Safety Plan. The terms of this agreement shall control if there are any inconsistencies between this agreement and the Safety Plan.

Section 8. INDEMNITY.

A. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, CONTRACTOR SHALL

INDEMNIFY, DEFEND AND HOLD HARMLESS RAILROAD, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, AGENTS AND EMPLOYEES (INDIVIDUALLY AN “INDEMNIFIED PARTY” OR COLLECTIVELY "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, INJURY, LIABILITY,

CLAIM, DEMAND, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S,

CONSULTANT'S AND EXPERT'S FEES, AND COURT COSTS), FINE OR PENALTY (COLLECTIVELY, "LOSS") INCURRED BY ANY PERSON (INCLUDING, WITHOUT LIMITATION, ANY INDEMNIFIED PARTY,

CONTRACTOR, OR ANY EMPLOYEE OF CONTRACTOR OR OF ANY INDEMNIFIED PARTY) ARISING OUT

OF OR IN ANY MANNER CONNECTED WITH (I) ANY WORK PERFORMED BY CONTRACTOR, OR (II) ANY

ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS OR EMPLOYEES, OR (III) ANY BREACH OF THIS AGREEMENT BY CONTRACTOR.

B. THE RIGHT TO INDEMNITY UNDER THIS SECTION 8 SHALL ACCRUE UPON

OCCURRENCE OF THE EVENT GIVING RISE TO THE LOSS, AND SHALL APPLY REGARDLESS OF ANY

NEGLIGENCE OR STRICT LIABILITY OF ANY INDEMNIFIED PARTY, EXCEPT WHERE THE LOSS IS

CAUSED BY THE SOLE ACTIVE NEGLIGENCE OF AN INDEMNIFIED PARTY AS ESTABLISHED BY THE FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION. THE SOLE ACTIVE NEGLIGENCE OF ANY INDEMNIFIED PARTY SHALL NOT BAR THE RECOVERY OF ANY OTHER INDEMNIFIED PARTY.

C. CONTRACTOR EXPRESSLY AND SPECIFICALLY ASSUMES POTENTIAL LIABILITY UNDER THIS SECTION 8 FOR CLAIMS OR ACTIONS BROUGHT BY CONTRACTOR'S OWN EMPLOYEES.

CONTRACTOR WAIVES ANY IMMUNITY IT MAY HAVE UNDER WORKER'S COMPENSATION OR INDUSTRIAL INSURANCE ACTS TO INDEMNIFY THE INDEMNIFIED PARTIES UNDER THIS SECTION 8.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 5 CONTRACTOR ACKNOWLEDGES THAT THIS WAIVER WAS MUTUALLY NEGOTIATED BY THE PARTIES HERETO.

D. NO COURT OR JURY FINDINGS IN ANY EMPLOYEE'S SUIT PURSUANT TO ANY

WORKER'S COMPENSATION ACT OR THE FEDERAL EMPLOYERS' LIABILITY ACT AGAINST A PARTY

TO THIS AGREEMENT MAY BE RELIED UPON OR USED BY CONTRACTOR IN ANY ATTEMPT TO ASSERT LIABILITY AGAINST ANY INDEMNIFIED PARTY.

E. THE PROVISIONS OF THIS SECTION 8 SHALL SURVIVE THE COMPLETION OF ANY WORK PERFORMED BY CONTRACTOR OR THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. INNO EVENT SHALL THIS SECTION 8 OR ANY OTHER PROVISION OF THIS AGREEMENT BE DEEMED TO

LIMIT ANY LIABILITY CONTRACTOR MAY HAVE TO ANY INDEMNIFIED PARTY BY STATUTE OR UNDER COMMON LAW.

Section 9. RESTORATION OF PROPERTY.

In the event Railroad authorizes Contractor to take down any fence of Railroad or in any manner move or disturb any of the other property of Railroad in connection with the Work to be performed by Contractor, then in that event Contractor shall, as soon as possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed. Contractor shall remove all of Contractor's tools, equipment, rubbish and other materials from Railroad's property promptly upon completion of the Work, restoring Railroad's property to the same state and condition as when Contractor entered thereon.

Section 10. WAIVER OF DEFAULT.

Waiver by Railroad of any breach or default of any condition, covenant or agreement herein contained to be kept, observed and performed by Contractor shall in no way impair the right of Railroad to avail itself of any remedy for any subsequent breach or default.

Section 11. MODIFICATION - ENTIRE AGREEMENT.

No modification of this agreement shall be effective unless made in writing and signed by Contractor and Railroad. This agreement and the exhibits attached hereto and made a part hereof constitute the entire understanding between Contractor and Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the Work to be performed by Contractor.

Section 12. ASSIGNMENT - SUBCONTRACTING.

Contractor shall not assign or subcontract this agreement, or any interest therein, without the written consent of the Railroad. Contractor shall be responsible for the acts and omissions of all subcontractors. Before Contractor commences any Work, the Contractor shall, except to the extent prohibited by law; (1) require each of its subcontractors to include the Contractor as "Additional Insured” on the subcontractor's Commercial General Liability policy and Umbrella or Excess policies (if applicable) with respect to all liabilities arising out of the subcontractor's performance of Work on behalf of the Contractor by endorsing these policies with ISO Additional Insured Endorsements CG 20 10, and CG 20 37 (or substitute forms providing equivalent coverage; (2) require each of its subcontractors to endorse their Commercial General Liability Policy with "Contractual Liability Railroads" ISO Form CG 24 17 10 01 (or a substitute form providing equivalent coverage) for the job site; and (3) require each of its subcontractors to endorse their Business Automobile Policy with "Coverage For Certain Operations In Connection With Railroads" ISO Form CA 20 70 10 01 (or a substitute form providing equivalent coverage) for the job site.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 1 EXHIBIT C
TO

CONTRACTOR'S

RIGHT OF ENTRY AGREEMENT
Union Pacific Railroad Company
Insurance Requirements For
Contractor’s Right of Entry Agreement
During the entire term of this Agreement and course of the Project, and until all Project Work on Railroad’s property has been completed and all equipment and materials have been removed from Railroad’s property and Railroad’s property has been clean and restored to Railroad’s satisfaction, Contractor shall, at its sole cost and expense, procure and maintain the following insurance coverage:

A. Commercial General Liability insurance. Commercial general liability (CGL) with a limit of not less than $5,000,000 each occurrence and an aggregate limit of not less than $10,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage).

The policy must also contain the following endorsement, which must be stated on the certificate of insurance:
• Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage) showing “Union Pacific Railroad Company Property” as the Designated Job Site. • Designated Construction Project(s) General Aggregate Limit ISO Form CG 25 03 03 97 (or a substitute form providing equivalent coverage) showing the project on the form schedule.

B. Business Automobile Coverage insurance. Business auto coverage written on ISO form CA 00 01 10 01 (or a substitute form providing equivalent liability coverage) with a combined single limit of not less $5,000,000 for each accident and coverage must include liability arising out of any auto (including owned, hired and non-owned autos).

The policy must contain the following endorsements, which must be stated on the certificate of insurance:
• Coverage For Certain Operations In Connection With Railroads ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing “Union Pacific Property” as the Designated Job Site.
• Motor Carrier Act Endorsement - Hazardous materials clean up (MCS-90) if required by law.

C. Workers' Compensation and Employers' Liability insurance. Coverage must include but not be limited to:
• Contractor's statutory liability under the workers' compensation laws of the state where the Work is being performed.
• Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee.

If Contractor is self-insured, evidence of state approval and excess workers compensation coverage must be provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.

D. Railroad Protective Liability insurance. Contractor must maintain "Railroad Protective Liability" (RPL) insurance written on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Railroad as named insured, with a limit of not less than $2,000,000 per occurrence Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 2 and an aggregate of $6,000,000. The definition of "JOB LOCATION" and "WORK" on the declaration page of the policy shall refer to this agreement and shall describe all WORK or OPERATIONS performed under this agreement. Contractor shall provide this agreement to Contractor's insurance agent(s)and/or broker(s) and Contractor shall instruct such agent(s) and/or broker(s) to procure the insurance coverage required by this agreement. A BINDER STATING THE POLICY IS IN PLACE MUST BE SUBMITTED

TO RAILROAD BEFORE THE WORK MAY COMMENCE AND UNTIL THE ORIGINAL POLICY IS FORWARDED TO UNION PACIFIC RAILROAD.

E. Umbrella or Excess insurance. If Contractor utilizes umbrella or excess policies, these policies must “follow form” and afford no less coverage than the primary policy.

F. Pollution Liability insurance. Pollution liability coverage must be included when the scope of the Work as defined in the agreement includes installation, temporary storage, or disposal of any "hazardous" material that is injurious in or upon land, the atmosphere, or any watercourses; or may cause bodily injury at any time.

If required, coverage may be provided in separate policy form or by endorsement to Contractors CGLor RPL. Any form coverage must be equivalent to that provided in ISO form CG 24 15 "Limited Pollution Liability Extension Endorsement" or CG 28 31 "Pollution Exclusion Amendment" with limits of at least $5,000,000 per occurrence and an aggregate limit of $10,000,000.

If the scope of Work as defined in this agreement includes the disposal of any hazardous or nonhazardous materials from the job site, Contractor must furnish to Railroad evidence of pollution legal liability insurance maintained by the disposal site operator for losses arising from the insured facility accepting the materials, with coverage in minimum amounts of $1,000,000 per loss, and an annual aggregate of $2,000,000.

Other Requirements
G. All policy(ies) required above (except business automobile, worker’s compensation and employers liability) must include Railroad as “Additional Insured” using ISO Additional Insured Endorsements CG 20 10, and CG 20 37 (or substitute forms providing equivalent coverage). The coverage provided to Railroad as additional insured shall not be limited by Contractor's liability under the indemnityprovisions of this agreement. BOTH CONTRACTOR AND RAILROAD EXPECT THAT UNION PACIFIC RAILROAD

COMPANY WILL BE PROVIDED WITH THE BROADEST POSSIBLE COVERAGE AVAILABLE BY OPERATION OF LAW UNDER ISO ADDITIONAL INSURED FORMS CG 20 10 AND CG 20 37.

H. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all states in which this agreement will be performed.

I. Contractor waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against Railroad and its agents, officers, directors and employees for damages covered by the workers compensation and employers liability or commercial umbrella or excess liability obtained by Contractor required in this agreement where prohibited by law. This waiver must be stated on the certificate of insurance.

J. Prior to commencing the Work, Contractor shall furnish Railroad with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements in this agreement.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 3 K. All insurance policies must be written by a reputable insurance company acceptable to Railroad or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state where the Work is being performed.

L. The fact that insurance is obtained by Contractor or by Railroad on behalf of Contractor will not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this agreement. Damages recoverable by Railroad from Contractor or any third party will not be limited by the amount of the required insurance coverage.

Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 Public Highway At-Grade Crossing 03/01/13
Standard Form Approved, AVP-Law

EXHIBIT D
TO

PUBLIC HIGHWAY AT-GRADE CROSSING AGREEMENT
Exhibit D will be the signal design schematic
Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 Designed:

Rec#: WO#:

IS: /
/ / /
08/16/23

DRILL TRACK

REHABILITATION
M.P. 4.7 TO M.P. 8.0
68879
NBT

NST MAS

REDRAWN
= IN
970HZ
GCP
DAX TO 65TH STREETPRE-DAX TO 65TH STREETPRE-DAX TO 67TH STREETPED-DAX TO 65TH STREETPED-DAX TO 67TH STREETDAX TO 67TH STREET

SEMI-BI
32'
40'+- B1R1 B1R2 A4R1 A4R2 42 TB2- 44 TB2-
58 TB2-
56 TB2-
430HZ430HZ
42'+- B
3E(N)
B AB A
1E(N)2E(N)
B A
B1T2
B1T1
75 TB2-
73 TB2-
B2T2
B2R2
B2R1
B2T1
82 TB2-
78 TB2-
80 TB2-
84 TB2-
R B
R B
A4T2
A4T1
39 TB2-
37 TB2-
A5T2
A5R2
A5R1
A5T1
51 TB2-
46 TB2-
48 TB2-
53 790HZ TB2-
NBS
790HZ
NBS
525HZ GCPGCP
PED-DAX D OFFSET = 'PED-DAX D TO 65TH STREETPRE-DAX C TO 65TH STREETPRE-DAX C OFFSET = 'DAX B TO 65TH STREETPED-DAX A TO 67TH STREETDAX B OFFSET = 'PED-DAX A OFFSET = 0' PED-DAX A TO 67TH STREETPED-DAX A OFFSET = 0 '
2 1
"B"
525HZ GCPGCP
PED-DAX D OFFSET = 'PED-DAX D TO 65TH STREETPRE-DAX C TO 65TH STREETPRE-DAX C OFFSET = 'DAX B TO 65TH STREETPED-DAX A TO 67TH STREETDAX B OFFSET = 'PED-DAX A OFFSET = 0' 5 4 PED-DAX A TO 67TH STREETPED-DAX A OFFSET= 0'
"A"
1,732' 5
5 5
5 5
2,597'
5,282'
5,370'
2,641'
2,597 5
5,194 51,299 5
&2
28 48
54 B

1.)
TO 15' FROM FREIGHT DRILL TRACK.RELOCATE GATES "A", "D" AND "E"

TO BE VERIFIED BY FIELDOFFSET AND ISLAND DISTANCES
CONSTRUCTION NOTE:

DTL
W/600'
DTL
W/600'
15' 15'
W(S) E(N) AS A 120V TO 240V ADAPTER. FOR 240V TO 240V IS PROVIDED AS WELL

PORTABLE GENERATOR EXTENSION CORD

S(E) N(W)

LENGTHS SHOULD NOT EXCEED MANUFACTURER'STRANSMITTER AND RECEIVER LEADSTOP OF FOUNDATION TO BE AT SAME ELEVATIONAS THE SURFACE OF THE TRAVELED WAY & NO ALL LIGHTS TO BE 12" ROUNDELS.LIGHTS:

NOTES:

ALL TRACK WIRES 2C. #6INSULATED 1 TWIST PER FT.RECOMMENDATION.WIRE TO BE #6 AWG FLEX OR LARGER.REFER TO UP STANDARD DWG FOR BUNGALOW GROUNDING.ALL WIRING IN GATE MECHANISM TO BE #10 "AWG FLEX". 4" X 80' CONDUIT
= TWISTED WIRES
MORE THAN 4" ABOVE THE SURFACE OF THE GROUND.ALL BUNGALOW WIRING TO BE #16 AWG FLEXUNLESS OTHERWISE SPECIFIED EXCEPT ALL GROUND = = = = = =
285HZ

LED LIGHTS
C C C xx
xx C C C
xx = BELL

20.2kHZ
TO BE SEPARATED BY AT LEAST 12" IN TRENCH,
C C C xx
xx C C C
3 4 T
"A"
T 3 4
"D"
"B"
"C"
5 6
3 4 T
1 2
T 3 4
15' 15'
12'

SIGNAL DESIGN

THE OFFICE OF

AUTHORITY FROM

MADE WITHOUT

ARE NOT TO BE

MODIFICATIONS

CIRCUIT
PRIME WARNING TIME = 28 SECONDS
PREEMPT WARNING TIME = 48 SECONDS
Modification Level
Q.A. Last Level CheckedLast Level Mod This TypicalLast Level by DesignerChanged From Typical? Rev

DVDVDVY

09.23.16 4K 2TKEGMS.1

13.2kHZ
5 6
5 6
5'3"
5'4"
5'3"
"E"
1 2
5 6
C
4 9
10 "F"
1 2
5 6
C
4 8
7 30'

SHELLMOUND STREET
+- (MAIN TRK #2 SIDING)
Date:Des:Chk:AFE:

Sh.:

DOT
MP:ID:
08/16/23

NST NBT
68879
1 751154H 4.86

EMERYVILLE, CALIFORNIA
67TH STREET

MARTINEZ SUBDIVISION
Office of AVP Engineering - Signal Omaha, Nebraska

UNION PACIFIC RAILROAD
0910486.1X
87'-+
CONNECTSTOSHEET1A
CONNECTSTOSHEET115' C
9 10
15'
22'
8 7
4'6"
5'
2'6"
2'3" 5'
5' 12' 11'
25'
SIGN
525HZ GCPGCP
R
2 1
"A"
I.J.

XTN
XTB
XT
#10
P.S.-8'+
STOP -+ 51'

10.0kHZ
= = = = = = = = = = = = = = = = = = = = = = - 44'+ I.J. 25'SIGN - 597'+ TRK A1 ISLAND DISTANCE 147' MINIMUM 120' REQUIREDPREFERRED ISLAND WIRES CONNECTIONSARE A MINIMUM 50' FROM EDGE OF ROADTRK B1 ISLAND DISTANCE 147' MINIMUM 120' REQUIRED 4'3"
SIDEWALK -+
67THSTREET
ZONE 2 ZONE 1
12'
"VDR1"
8'9"
8'x12'
POK
A1R1
A1R2
4'
A1T2
A1T1
A2R1
A2T1
A2R2
A2T2 -+ 634RING-10 RECT.

SEC. @ 30 M.P.H.
2,597' 25+5+5(C.T.)+18(PRE)+6(PED)
SEC. @ 60 M.P.H.
5,282' 25+5+5(C.T.)+18(PRE)+6(PED)
SEC. @ 20 M.P.H.
1,732' 25+5+5(C.T.)+18(PRE)+6(PED)
(FREIGHT DRILL)
(FREIGHT DRILL SIDING)

1.)2.)3.)4.)5.)
THE SAME POINT RELATIVE TO THE TRACKSFOR TRAPAZOIDAL CROSSING CONFIGURATIONS.

VDR PLACEMENT NOTES:VEHICLE DETECT RADAR (VDR) SYSTEM
NOT TO EXCEED 140'
DEDICATED MAST NOT TO EXCEED 10' FROM GATE.
= VDR DETECTION ZONE
RADAR UNITS TO BE PLACED AT18'-22' ABOVE THE LEVEL OF THE ROADWAY.RADAR UNITS TO BE POSITIONED BETWEEN

DISTANCE BETWEEN THE RADAR UNITS
UNITS CAN BE MOUNTED ON DEDICATED MAST,BUT ALSO MAY BE MOUNTED TO EXIT GATE MAST.

PRE-DAX C TO 65TH STREETPRE-DAX C OFFSET= 758'DAX B TO 65TH STREETDAX B OFFSET= 758'PED-DAX D TO 65TH STREETPED-DAX D OFFSET= 758'PED-DAX A TO 67TH STREET ADVANCED PED WARNING TIME = 54 SECONDS
"VDR2"
(FREIGHT DRILL)(MAIN TRACK #1)(MAIN TRACK #2)
790HZ
NBS
7'
PED-DAX A TO 67TH STREET
6'
TRK A4 ISLAND DISTANCE 147' MINIMUM 120' REQUIRED
STOP
23 TB2-
25 TB2-
16 TB2-
14 TB2-
20 TB2-
18 TB2-
28 TB2-
33 TB2-
35 TB2-
30 TB2-
5,370' 25+5+5(C.T.)+18(PRE)+6(PED)
SEC. @ 60 M.P.H.
2,641' 25+5+5(C.T.)+18(PRE)+6(PED)
SEC. @ 30 M.P.H.
(MAIN TRK #2)
(MAIN TRK #1)
W/600' DTL
PED-DAX A OFFSET= 0'
PED-DAX A OFFSET= 0'
= GCP TO OPERATE IN SEMI-BI
DIRECTIONAL MODE. USE TAB 627
COUPLER.

Designed:

Rec#: WO#:

IS: /
/ / /
08/16/23

DRILL TRACK

REHABILITATION
M.P. 4.7 TO M.P. 8.0
68879
NBT

NST MAS

REDRAWN
= IN
970HZ
GCP
DAX TO 65TH STREETPRE-DAX TO 65TH STREETPRE-DAX TO 67TH STREETPED-DAX TO 65TH STREETPED-DAX TO 67TH STREETDAX TO 67TH STREET

SEMI-BI
32'
40'+- B1R1 B1R2 A4R1 A4R2 42 TB2- 44 TB2-
58 TB2-
56 TB2-
430HZ430HZ
42'+- B
3E(N)
B AB A
1E(N)2E(N)
B A
B1T2
B1T1
75 TB2-
73 TB2-
B2T2
B2R2
B2R1
B2T1
82 TB2-
78 TB2-
80 TB2-
84 TB2-
R B
R B
A4T2
A4T1
39 TB2-
37 TB2-
A5T2
A5R2
A5R1
A5T1
51 TB2-
46 TB2-
48 TB2-
53 790HZ TB2-
NBS
790HZ
NBS
525HZ GCPGCP
PED-DAX D OFFSET = 'PED-DAX D TO 65TH STREETPRE-DAX C TO 65TH STREETPRE-DAX C OFFSET = 'DAX B TO 65TH STREETPED-DAX A TO 67TH STREETDAX B OFFSET = 'PED-DAX A OFFSET = 0' PED-DAX A TO 67TH STREETPED-DAX A OFFSET = 0 '
2 1
"B"
525HZ GCPGCP
PED-DAX D OFFSET = 'PED-DAX D TO 65TH STREETPRE-DAX C TO 65TH STREETPRE-DAX C OFFSET = 'DAX B TO 65TH STREETPED-DAX A TO 67TH STREETDAX B OFFSET = 'PED-DAX A OFFSET = 0' 5 4 PED-DAX A TO 67TH STREETPED-DAX A OFFSET= 0'
"A"
1,732' 5
5 5
5 5
2,597'
5,282'
5,370'
2,641'
(FREIGHT DRILL)
(INDUSTRIAL DRILL)
6(PED) SEC. @ 30 M.P.H.
6(PED) SEC. @ 60 M.P.H.
6(PED) SEC. @ 15 M.P.H.
' 25+5+ (C.T.)+18(PRE)+
' 25+5+ (C.T.)+18(PRE)+
' 25+5+ (C.T.)+18(PRE)+
2,597 5
5,194 51,299 5
(MAIN TRK #1 ) &2
28 48
54 B

1.)
TO 15' FROM FREIGHT DRILL TRACK.RELOCATE GATES "A", "D" AND "E"

TO BE VERIFIED BY FIELDOFFSET AND ISLAND DISTANCES
CONSTRUCTION NOTE:

DTL
W/600'
DTL
W/600'
Docusign Envelope ID: F0D56C41-2FA2-83D5-815A-CAFA3306BD78 City of Emeryville

C A L I F O R N I A

M E M O R A N D U M
DATE: September 1, 2026
TO: Mayor and City Council Members
FROM: LaTanya Bellow, City Manager
SUBMITTED BY: Mohamed Alaoui, Public Works Director
SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EMERYVILLE

ACCEPTING THE WORK AND DIRECTING THE CITY ENGINEER TO

FILE A NOTICE OF COMPLETION WITH THE COUNTY RECORDER

FOR THE CITY SEWER LATERAL REHABILITATION PROJECT
PERFORMED BY MONARCH PLUMBING AND ROOTER INC. FOR CIP
PROJECT NUMBER 20650006 (FM-15)

RECOMMENDATION
Staff recommends that the City Council adopt the above-titled Resolution accepting the repair and replacement of various sewer laterals serving City-owned parcels and facilities as complete and authorizing the City Engineer to record a Notice of Completion with the Alameda County Clerk.

BACKGROUND
The City of Emeryville (City) is one of several cities in the San Francisco Bay Area that are subject to a Consent Decree (CD) with the United States Environmental Protection Agency to reduce the sanitary sewer overflows into the San Francisco Bay. The CD requires the subject agencies to investigate their sewer systems, identify deficiencies, and make necessary repairs to reduce inflow and infiltration (I&I) pursuant to compliance with criteria and timelines established by the CD. The City utilizes the services of contractors to perform the work necessary to bring its sewer systems into compliance with the CD. Included in the City Sewer System are parcels and buildings that are owned by the City which are served by City sewer laterals.

Per the provisions of the CD, the City is required conduct and pass pressure verification tests on the sewer laterals that serve the parcels and properties that it owns.

DISCUSSION
The City entered into a contract with Monarch Plumbing and Rooter Inc. (Monarch) in October 22, 2024 to pressure-test laterals to generate a list of City-owned laterals that required repair. Monarch’s contact was amended to repair some of the laterals that failed the pressure-testing and funding appropriation to the project was made as part of Resolution No. 25-024 on April 1, 2025.

Once the contract capacity was reached under the above contract the City then bid out the remaining work under a separate construction contract. Monarch submitted the low City Sewer Lateral Rehab Project Acceptance
City Council Meeting | September 1, 2026