Richmond City Council
April 5, 2022

MACTEC X

MARKETLINK X

MAXIM CRANE X
MAXIMUS Consulting Services, Inc. X

MAXIMUS, INC X
MBA Pipelines, Inc. X
MBTechnology Superior Roofing Systems X
MCC Control Systems LLC dba PRIMEX X
MCE X
MCG & Associates X
MCH Electric Inc X

MCM ROOFING COMPANY INC X

MDF PIPELINE X
MEC, Inc X
MECA Consulting Inc. X
MEM Engineering, Inc X
MERP Systems, Inc X
MESA X
MF Sanchez Painting & construction X
MGT of America, LLC X X X

MIDWEST ENVIRONMENTAL CONTROL X
MIG, Inc. X X X
MILLERBERND MFG. COMPANY X

MINAKO AMERICA CORPORATION X
MK2 Engineers X
MKD Consulting Group X
ML Stern & Co. X
MLA Green, Inc., dba Studio-MLA X

MM FITNESS LLC X
MNS Engineers Inc X
MNS Engineers, Inc. X
MO/JAS Constructon, INC X

MORGAN STANLEY X
MOUNTAIN CASCADE, INC. X
MP NexLevel of California Inc. X
MRO Engineers, Inc. X

MSA, PC X
MSL & Company X
MSW Consultants X
MW Drucquer & JL Drucquer, Inc X
MW Partners X X X
MWIDM Inc. X
MZM DesignWorks X
Ma'at Youth Academy X
MacKay & Somps X
Machado Brothers, Inc X
Macias Consulting Group X

Macias Gini & O'Connell LLP X
Macks Craic, Inc. X
Madison Consulting Group X
Magdave Associates, Inc. X
Maggiora & Ghilotti Inc. X
Magid Glove and Safety Mfg Co, LLC X
Magnus Pacific Corporation X
Mail Dispatch, LLC X
Mailstream Inc. X
Main Hire Staffing & Outsourcing X
Maintenance Design Group, LLC X
Malaga Corp. dba Communications Team X
Malcolm Pirnie X
Malcolm Pirnie Inc. X
Maloney Construction, Inc. X
Management Action Programs, Inc. X
Management Applictions, Inc. X
Management Partners, Inc X
Management Planning Inc. X
Manito Construction, Inc. X
Manley Solutions, INC X
Mansfield Oil Company of Gainesville, Inc. X
Mansfield Power and Gas, LLC X
Manuel Brothers Inc. X
Mapistry X
Marcon Builders Inc X
Marcor Environmental LP X
Marfield Company Inc. X
Margen + Associates X
Mariana Moore Consulting X
Marine Holdings Company I, Inc. X
Mariotto Resolutions X
Marjorie Dobkin, Ph.D. Historical Consultant X
Mark III Construction, Inc. X
Mark MaGrann Associates X
Mark Thomas & Company X
Mark Thomas & Company X
Mark43, Inc. X
Mars Burnside X
Marshall Engineering Group, Inc. X
Martin Brothers Construction X
Martinez Construction X
Martinez Construction X
Marvin Collins Construction X
MasTec North America INC X
Mashariki Kurudisha X
Mason Tillman Associates, Ltd. X

Mass. Electrict Construction Co. X
Masterpiece Painting Inc. X
Matheson Environmental Services X
Matheson Environmental Services, Inc. X
MatriScope Engineering Laboratories, Inc X
MatriScope Engineering Laboratories, Inc X
Matriscope Engineering X
Matrix Consulting Group X
Matzinger-Keegan, Inc. X
MaxGen Energy Services X
Maxwell Products, Inc. X
Mazzetti Nash Lipsey Burch Inc X
Mc Cain, Inc. X
McBee Strategic Consulting, LLC X
McCain, Inc. X
McCampbell Analytical, Inc. X
McCarthy Building Companies, Inc. X
McCowen's Employment Services X
McCright & Associates, LLC X
McFadden Construction, Inc. X
McGill Martin Self, Inc. X
McGraw-Hill Construction Dodge X
McGuire and Hester X
McIntyre Environmental LLC X
McNabb Construction, Inc. X
Mcprint Direct X
Mead & Hunt X
Mechanical Analysis/Repair Inc X
Medical Priority Consultants Inc X
Mega Green Power LLC X
Meijun, LLC X
Mekaza Staffing X
Men & Women of Valor, Inc. X
Menlo Technologies X
Mercer Canada Ltd. X
Mercury LLC X
Merkel & Associates X
Meta Housing Corporation X
MetaDome X
MetaSource X
Metcalf & Eddy, Inc. X
Metro Power Engineers, Inc. X
Metro Print and Mail Solutions X
Metrovation Brokerage, Inc X
Metta International Incorporated X
Meyer Land Surveying X X X
Michael Bernick X

Michael Kent & Associates X
Michael Marangio, Biological Consulting X
Michael O'Shaughnessy X
Michael Paul Company, Inc. X
Michael R. McCoy X
Michael Roberts Construction Inc X
Michels Corporation X
Micro Computer Service Center X
MicroPac Technologies, Inc X
Microsoft Corporation X
Mid Valley Engineering X
Mike Rovner Construction, Inc. X
Miles Away Charter, LLC X
Milestone Consulting X
Millennia Technologies Inc. X
Millennium Franchise Group, LLC X
Milliman, Inc. X
Milliman, Inc. X
MindK LLC X
Minol USA X
Miovision Technologies Inc. X
Mira Vista School X
Mission Critical Partners X
MissionRich Development, LLC X
Mitch Lucio X
Mitchell Productions X
MixOnSite X
Mmapeu Management Consulting X
Mobile Ag & Industrial Supply, Inc. X
Mobile Radio Engineers X
Modern Design Construction, Inc X
Modern Insight LLC X
Moffatt & Nichol X
Mogavero Arcitects X
Mogavero Notestine Associates X
Monarch Engineering & Developments X
Monica Wilson X X X
Moore Twining Associates X
Moreland & Associates, Inc. X
Morris & McDaniel, Inc. X
Mortar Advertising X
Morton & Pitalo, Inc. X
Mosaic Associates LLC X
Moss Adams LLP X
Motivated 2 Help Others X
Mott MacDonald Group, Inc. X
Mountain Cascade, Inc. X

Mountain F. Enterprises, Inc. X
Mountain Pacific Surveys X
Mountainview Biological Consulting X
Mozingo Construction, Inc. X
Mpact Strategic Consulting LLC X
Mse Group X
Mulholland Institute X
Muller & Caulfield Architects X
Multicultural Institute X
MuniServices, LLC X
Municipal Auditing Services LLC X
Municipal Energy Consultants, LLC X
Municipal Maintenance Equipment, Inc. X
Municipal Resource Group LLC X
Municipal Resource Group, LLC X
Mutual Securities, Inc. X
Mvation Worldwide Inc. X
My Next Career Path Staffing, LLC X
Myers Construction Solutions, Inc. X
N/a X X

NAZ & CO X
NBC Construction & Engineering Inc. X
NBS Government Finance Group X
NCCI X
NCCI, Inc. X

NCCRC X X
NCE X
NCS Red and White Moving X

NDICA X
NDS Consulting LLC X
NE Carlson Construction, Inc. X
NEC Corporation of America X
NES, Inc. X
NFP X
NFP Retirement, Inc. X
NHA Advisors, LLC X

NOR CAL PIPELINE SERVICES X

NORESCO X

NORESCO X

NORTH-RICA RISK X
NPLI Management Solutions X
NR Development, Inc. X
NTK Construction, Inc. X
NV5 X
NWN Corporation X
Nan McKay & Associates X
Nano Power Operation& Maintenance X

National Analytical labs, Inc. X
National Community Development Institute X
National Council of Crime and Delinquenc X
National CrimeInvestigation and Training X
National Elevator Company Inc. X
National Express Transit Corporation X
National Research Center, Inc. X
Natures Image, Inc. X
Neher & Associates,LLC X
Neighborhood House of North Richmond X
Neil O Anderson & Associates Inc. X
Neilsoft Inc. X
Nelkie LLC X
Nelson\Nygaard Consulting Associates Inc X
Nerd Crossing X
NetZero Energy LLC X
New Horizons Learning Group X
NewFields Companies LLC X
Newell Real Estate Advisors X
Newslea, Inc. X
Newtech Resources X
Next Generation Technology Inc. X
Next Stage Engineering X
NexusIS Inc. X
Nichols Consulting Engineers, Chtd. X
Nickleberry Builders X
Nimbus Software Inc. X
Ninyo & Moore X
Ninyo & Moore X
No Trace Shredding X
Nolte Associates, Inc X
Nomad Ecology, LLC X
Nonagon Technology Corp X
NorBay Consulting X
Norcal Rental Group, Inc. X
Norchem X
Norcott Consulting X
Norgo Engineering X
North Richmond Economic Development Corpotation X
North Star Alliances X
North Star Destination Strategies X
NorthStar Engineering Group, Inc. X
Norther California Sales X
Northern Consulting Actuaries, Inc. X
Northgate Environmental Management, Inc. X
Northgate Excavation X
Nova PArtners, Inc X

NovaRest, Inc. X
Novatime Technology Inc X
Novin Development Corp. X
NuEnerGen, LLC X X X
Nustats X
O'Brien's Response Management X
O'Dell Engineering X
O'Dell Engineering X
O.C. Jones & Sons, Inc. X
O.C. Jones & Sons, Inc. X
OBS ENGINEERING, INC. X
OHL USA Inc. X

OMEGA PACIFIC ELECTRICAL SUPPLY X
OMNI Consulting Solutions X

ON TIME SERVICES X
OPAC Consulting Engineers X
OSC Solutions X
Oakland Housing Authority X
Oakland Private Industry Council, Inc. X
Oakley & Oakley Corporation X
Oaks Environmental Testing X
Objet D'Art X
Obra Esthetica Inc. X
Occu-Med X
Octagon Consulting, LLC X
Odic Environmental X
Omega Fire Protection X
Omkar Solutions Inc. X
Omni Mountain LLC X
Omni-Means X
On Point Construction Services X
OnTime Tech Company X
OnWeb Productions X
One Touch Property X
OneWorld Communications X
Oneida Total Integrated Enterprises X
Onesource Construction X
Onyx Insulation X
Opal Quality Systems Management X
Open Spatial Corporation X
Oppenheimer & Co. Inc. X
Optic Fuel Clean of CA, Inc. X
Opticos Design, Inc. X
Optimisation Management Group X
Oracle X
Oracle America, Inc. X
Oready LLC X

Oregon IT Services X
Orion Environmental Inc X
Orion Industries X
Orion Marine Contractors, Inc. X
Otero-Milich and Associates X
Overland, Pacific & Cutler X
Owen Group Limited Partnership X
Oxypower Inc. X
P&H Representatives, Inc X
P/A Design Resources, Inc. X
P2S Inc. X

PACIFIC INFRASTRUCTURE CORP X

PACIFIC OFFICE AUTOMATION X
PANORAMA ENVIRONMENTAL INC. X
PAS X

PATRIOT ENVIRONMENTAL SERVICES INC X
PB Americas, Inc. X
PBS Engineers, Inc X

PCAM, LLC X
PCB Consultants X
PCG Utility Consultants, Inc X

PERFECTION CONSTRUCTION X
PERI Formwork Systems, Inc. X
PFM Financial Advisors LLC X

PFP WHOLESALE PRINTING GROUP X
PGAdesign X
PHA Inc X
PIPEnology Inc. X
PJ Thomas X
PK Electrical, Inc. X
PKJ International LLC X
PLCs Plus International X
PLS Partners, Inc. X
PMA Consultants LLC X
PMAM Corporation X
PMK Contractors, LLC X
PMWeb, Inc. X

PNK MOON PRODUCTIONS CORP X
PRIDE Industries X
PRIDE Industries X
PSC X
PSC Industrial Outsourcing, LP X
PSE X
PWXPress X
Pace Supply X
Pacific Boring, Inc. X
Pacific Crossing, LLC. X

Pacific EcoRisk X
Pacific Filtration Systems, Inc. X
Pacific Geotechnical Engineering X
Pacific Integrated Handling X
Pacific Legacy, Inc. X
Pacific Mechanical Corporation X
Pacific Municipal Consultants X
Pacific States Environmental, Inc. X
Pacific Underground Services X
Page & Turnbull Inc. X
Page Construction Company X
Page Southerland Page Inc. X
Pakpour Consulting Group X
Paleo Solutions, Inc. X
PaleoWest Archaeology X
Palermo / Imaging X
Panache Engineering Inc. X
Paradigm Environmental, Inc. X
Paragon Partners Ltd. X
Parisi Transportation Consulting X
Park Engineering X
Park Engineering, Inc. X
Park Place Technologies LLC X
Parking Concepts Inc X
Parking Structure Builders, Inc. X
Parking Veterans LLC X
Parkmobile, LLC X
Parsons Constructors, Inc. X
Parsons RCI Inc. X
Pat Davis Design Group, Inc. X
Pathways Consultants X
Patrick Casey X
Patriot Development Inc X
Patriot Environmental Laboratory Services, Inc. X
Paul Hansen Engineering X
Paverment Recycling Systems X
Paymentus Corporation X
Peacock Enterprises Inc. X
Peak Allied Solutions, Inc. X
Peninsula Builders Exchange X
Pennino Management Group X
People and Processes Inc X
PeopleReady, Inc. X
Perceive Communications, Inc. X
Performance Contracting Group X
Performance Safety Group, Inc X
Periscope Holdings, Inc. X

Perkins+Will X
Peter Croswell X
Peterson Hydraulics, Inc. X
Peterson Structural Engineers X
Petrochem Insulation, Inc. X
Pfau Long X
Pharos Consulting Group LLC X
Philip Services Corporation X
Philip Sparks Consulting Services X
Phillippi Engineering, Inc. X
Phoenix Cars LLC X
Phoenix1 X
Picture Business inc X
Pinnacle Actuarial Resources, Inc. X
Pinnacle Training Systems X
Pioneer Marketing Research X
Pix4d Inc. X
Place Dynamics LLC X
PlaceWorks X
PlaceWorks X X X
Placemaking Group LLC X
PlanB Consultancy, Inc. X
Planet Cellular Inc X
Plann-A Development X
Plant Hazardous Services, Inc X
Plant Reclamation X
Platinum Investing & Realty X
Playscapes Construction, Inc. X
Plexus Logistics, International X
Plump Engineering, Inc. X
Poder Solutions, LLC X
Point Energy Innovations X
Pond Solutions, LLC X
Ponder Business Services llc X
Porter Communications Inc X
PowerPlus Cleaning Solutions X
Praescient Analytics, LLC X
Prairieform X
Praise Fellowship Bible Church X
Praise Fellowship Bible Church X
Praxis Consulting Group LLC X
Precious Gleaning Enterprise X
Precious Gleaning, Inc. X
Precision Material Management, LLC X
Premier Alliance Group, Inc. X
Premier Staffing Source, Inc. X
Premiere Inspection Services X

Presidiop PAG Inc. X
Preston Pipelines, Inc. X
Prime Vendor Inc. X X
Princeton Health Press X
Prism Engineering X
Pro Forma Advisors X
Pro Specialties Group Inc. X
Probolsky Research LLC X
Professional Security Consultants, Inc. X
Professional Service Industries Inc X
Professional Telecommunications Services X
Professional Tutors of America, Inc. X
Project Dynamics, Inc. X
Project Future, Inc. X
Project Information Services X
Project Literacy Inc., Pure Complete X
Project Navigator Limited X
Projections Consulting, Inc. X
Prominent Systems, Inc X
Promotions West X
Pronto Transportation X
Property Analysis Consulting X
Proven Critical, LLC X
Proven Management, Inc. X
Providence Community Services X
Provost & Pritchard X
Psomas X
Public Profit X
Public Resources Advisory Group X
Public Safety Corporation X
Public Safety Innivation X
Public Sector Personnel Consultants X
Public Works Consulting Engineers, Inc. X
Public Works LLC X
PumpMan NorCal X
Purcell, Rhoades & Associates, Inc. X
Q-Architecture, Inc. X
Q1stCM X
QRA Inc X

QUALITY CLEAN LLC X
QuEST X
Quad Knopf, Inc. X
Quality Assurance Engineering X
Quality Code Publishing X
Quality Erectors & Construction, Inc. X
Quest Civil Constructors, Inc. X
Quest GeoSystems Management, Inc. X

Questa Engineering Corporation X
Questa Engineering Corporation X
Questivity Inc X
QuickStart Technologies X
Quickrunner, Inc X
Quincy Engineering X
Quincy Engineering, Inc. X
Quorum Technologies, Inc. X
R & R Maher Construction Co., Inc. X
R & R Maher Construction Co., Inc. X
R & S Glazing Specialties, Inc. X
R Mo LLC X
R&L Brosamer, Inc X
R&L Door Co, Inc. X
R-Computer Inc. X

R-TRANSIT X
R-Tek Construction Inc X
R. E. STAITE ENGINEERING, INC. X
R. W. Davis and Associates X
R.J. Safety Supply Company, INC X
R.L. Banks & Associates, Inc. X
R.M. Harris Co X
R.V. stich Construction X
R3 Consulting Group, Inc. X
RADgov, Inc. X
RBA Creative X

RBF CONSULTING X

RBF CONSULTING X
RCH Group X
RDH Building Science Inc. X
RECON Environmental, Inc. X

REEDCO BUILDING INNOVATIONS, INC X
REJ Electric Company X
RES Engineers Inc. X

RESTEC CONTRACTORS INC X
REgeneration Development Strategies X
RF Comsites X
RG Vanderweil Engineers X
RGA Environmental, A Terracon Company X
RGM and Associates X
RGS-Carports and More X
RGW Construction Inc. X
RGW Construction, Inc. X

RHA HOUSING CORPORATION X
RHA Landscape Architects-Planners, Inc. X
RHJ Consulting X

RITISH INTEGRATED SERVICES LTD X

RITUHWE X
RJ Gordon Construction X
RJM Design Group, Inc. X
RMA Group X
RNR Construction, Inc. X
ROCA EnviroWorks X
ROMA Design Group X
RRM Design Group X
RSG, Inc. X
RSM Design X
RTKL Associates, Inc X
RUBBERIZED CRACKFILLER SEALANT, INC. X
RV Stich Construction X
RVK, Inc. X
Rachel Lanzerotti Consulting X
Raedlinger Primus Line, Inc. X
Rael & Letson X
Raftelis Financial Consultants, Inc. X
Railroad Industries Incorporated X
Raimi + Associates X
Rain for Rent X
Raito, Inc. X
Rajappan & Meyer X
Raju Associates Inc X
Ralph Andersen & Associates X
Ramboll Environ X
Ramcon X
Ranajit Sahu X
Randal K. Tillery X
Raney Geotechnical, Inc. X
Raney Planning & Management X
Ranger Pipelines Incorporated X
Ratciff X
Rattle Tech LLC X
Ray Morgan Company X
Raycom Data Technologies, Inc X
Raymond James & Associates, Inc. X
Raymundo Engineering Co., Inc. X
Reach for Success Consulting X
ReadyToManage, Inc X
Real Estate Consultning and services X
Really Good Stuff X
Rebar International Inc X
Records Consultants, Inc. X
Recreation Republic, Inc. X
Red Beach Advisors X
Red Brick Consulting, Inc. X

Red Hawk Services X
Red-D-Arc Welderentals X
RedZone Robotics X
Redgwick Construction X
Redwood Engineering Construction X
Reed Construction Data X
Regency Enterprises Inc. X
Regenesis X
Regional Government Services Authority X
Reilly & Company X
Reliance construction X
Remedy Engineering, Inc. X
Renaissance Entrepreneurship Center X
Renne Sloan Holtzman Sakai LLP X
Republic Services Keller Canyon Landfill Co. X
Resource Design Technology, Inc. X
Resource Development Associates X X X
Resource Management Associates, Inc. X
Response Training Group X
Restoration Design Group, LLC X
Reterro X
Retirement Plan Advisors X
Rexel X
Riami + Associates X
Rice Financial Products Company X
Rice Lake Construction Group X
Rich City Rides Coop X
Richard T. Bennett & Co., Inc X
Richmond Art Center X
Richmond Community Foundation X
Richmond Labor and Love X
Richmond Main Street Initiative X
Richmond Museum Association X
Richmond Promise X
Richmond Purchasing X
RichmondBUILD X
Rick Engineering Comapnay X
Ricoh USA X
Ride On USA LLC X
RightSource Services X
RightThere LLC X
Rincon Consultants, Inc X
Rios Clementi Hale Studios X
Risk and Regulatory Consulting, LLC. X
Rivertech inc. X
Riviera, Inc. X
Robert Charles Lesser & Co. X

Robert D. Niehaus, Inc. X
Robert Gray and Associates X
Robert Half X
Robert Shaw & Associates X
Robin Thomas X
Rockwood Leadership Institute X
Rodrick I Satre X
Rogal Projects X
Roger Haas Consulting X
Romkon, Inc. X
Rosales Law Partners LLP X
Rose & Kindel X
Rosen Goldberg Der & Lewitz, Inc. X
Ross Construction Services X
RouteMatch Software Inc. X
Roux Associates, Inc. X
Rowley International - Aquatic Design, Engineering & ConsultingX Roy Jorgensen Associates, Inc. X
Rozco Construction Co X
Rubecon General Contracting, Inc. X
Rubicon Enterprises Inc. X
Ruggeri-Jensen-Azar & Associates X
Rumex Construction Corporation X
RunningM Group Inc X
RushKing Promotions LLC X
Russ Branson Consulting X
Ryan LLC X
S Groner Associates X
S KwokEngineers, Inc X
S R Bray LLC X
S&P Global X
S-2h Construction Group X
S.Y. Lee Associates X
SA Recycling X
SAF-T-CO Supply Inc X
SAFEbuilt, LLC X
SAIC X
SAK Construction of CA, LP X
SAK Construction, LLC X
SAKK X
SANDIS Civil Engineers Surveyors Planner X
SAP Public Services, Inc. X
SAS Institute X
SBrand Solutions X
SCA Environmental, Inc. X
SCI Consulting Group X
SCI Consulting Group X

SCS Engineers X
SEED Group, Inc. X

SEEDS CRC X
SERVITEK SOLUTIONS, INC. X
SESCO Electrical Inc X

SF USA, LLC X

SGGUSA, LLC X
SGN & Associates X
SGS US West Coast LLC X
SHEC inc X

SHOWTIME CONSTRUCTION X
SIGMAnet, Inc. X
SITELAB urban studio X
SMS Transportation Services X
SNAP Productions X
SOMA Environmental Engineering, Inc X

SOUTH BAY FOUNDRY X
SPF:architects X
SPIDR Tech X
SRT Consultants X
SSA Landscape Architects, Inc X

SSK E&C, LLC X
STV, Inc. X
SWA Group X
SWCA Environmental Consultants X
SWCA Environmental Consultants X
SYAR INDUSTRIES INC. X
Saad & Shaw - Comprehensive Fund Dev Svc X
Saama Technologies, Inc. X
Sacyr Environment USA, LLC X
Safe Moves X
Safe Passages X
SafeCon Consulting Group Inc. X
Safety Center Incorporated X
Safety Training Specialists, Inc. X
Safety Unlimited, Inc. X
Safety-Kleen Systems, Inc. X
Safeway Sign Company X
SafirRosetti, A Guidepost Solutions Company X
Sage Renewable Energy Consulting Inc X
SageView Advisory Group X
Sagecrest Planning and Environmental, LLC X
Sagent X
Salas O'Brien X
Salas O'Brien Engineers Inc. X
Salazar Architects Studio, Inc. X
Salem Engineering Group, Inc. X

Salesforce X X X
Salimi Management, LLC X
Salt River Construction Corporation X
Salvador Godinez Jr X
Sam's Low Cost Hauling, Inc X
San Diego Leadership Institute X
San Francisco State University X
San Pablo Economic Development Corporation X
San Patricio Construction, Inc X
Sanco Pipelines, Inc. X
Sancon Technologies Inc X
Sand Dollar Group, LLC X
SandBags To Go X
Sandra B. Williamson X
Santa Fe Land Planning, Inc. X
Sany America Inc. X
Sapphos Environmental, Inc. X
Satwic Inc X
Sausal Corporation X
SaveNature.Org X
Schaaf & Wheeler X
Schedule Management Corporation X
Schneider Electric X
School Wholesale Supplies LLC X
Schricker Engineering Group, Inc. X
Schwartz Construction Services Inc X
Science Applications International Corp. X
Science Applications International Corp. X
Science Applications International Corporation X
Scientific Resource Surveys, Inc X
Scottel Voice and Data, Inc X
Sea Engineering, Inc. X
Sea Surveyor, Inc. X
Second Chances, LLC X
Secure Transportation X
Segal Consulting X
Seifel Consulting Inc. X
SelectPath Holding Inc. X
Self Made Construction X
Seneca Family of Agencies X
Senspex Technical Services. LLC X
Sentry Control Systems, Inc. X
Sequoia Ecological Consulting, Inc. X
ServiceMaster Restoration Services X
Servpro of Lafayette Moraga Orinda X
Seth Orion Tech LLC X
Seward L. Schreder Construction, Inc. X

Sewer and Storm Maintenance X
SewerVUE Technology Corp. X
Shaffer Psychological Institute X
Shalley Dibble, Inc. X
Shannon & Wilson, Inc. X
Shared Technologies X
Sharrah Dunlap Sawyer, Inc. X
Sharrah Dunlap Sawyer, Inc. X
Shasta Constructors, Inc. X
Sherwood Design Engineers X
Shimmick Construction Company, Inc. X
ShotSpotter, Inc. X
Showtime Construction X
Siebert Brandford Shank @ Co. LLC X
Siegfried Engineering, Inc. X
Siemens Industry X X X
Siemens Industry Inc X
Siemens Industry, Inc. X
Sierra Equipment Rental, Inc. X
Sierra Mountain Construction X
Sierra Mountain Construction Inc. X
Sierra Nevada Construction, Inc. X
Sierra Nevada Safety & Training LLC X
SignWorks, Inc. X
Silao General Engineering, Inc X
Silverado Stages Inc. X
Silverman & Light, Inc X
Simply Social X
Simpson & Simpson X
Simpson & Simpson Management Consulting X
Simpson Gumpertz & Heger Inc. X
Sine Charles Consulting, LLC. X
Sipracorp X
Siren Data Intelligence, Inc. X
Sitelogiq X
Siteworks X
SixtySix Inc. X
Sjoberg Evashenk Consulting, Inc. X
Skaar Construction, Inc. X
Skidmore, Owings, & Merrill X
SkyHawk Photography X
Slalom X
Smart Aerial Solutions X
Smart, Inc. X
Smartlinx Solutions X
Smartwatt Energy Inc X
Smith Denison Construction Co X

Smith Office Solutions, Inc. X
Smith-Emery SF X
So Pac Rail Inc X
Socal Stormwater Runoff Solution Services Inc. X
Social Media Geek Squad X
Social Policy Research Associates X
Soft HQ X
SolarCity X
SolarMR of California L.L.C. X
SolarScape X
Solectek Corporation X
Solid Engineering X
Sonco Construction Inc X
Sonoma Engineering Inc. X
SouthTech Systems X
Southwest Emergency Services, Inc. X
Southwest Fence & Supply Co., Inc. X
Sparling Inc X
Spatial Source LLC X
Spatial Wave, Inc. X
Special District Services, Inc. X
Special K Painting X
Specialized Pipeline Services X
Spectrum Geophysics X
Spectrum Value Group X
Splash Factory X
Spokewise X
Springsted Human Capital Advisors Incorporated X
Sprinkler Fitters UA Local 483 X
Sprinkles Properties LLC X
Squar Milner LLP X
Squire, Sanders & Dempsey X
St. Somewhere Holdings, LLC X
Stadia Realty Inc. X
Staffactory LLC. X
Standard Harvest X
Standard Parking Corporation X
Stanforth X
Stantec X
Stantec Consulting Inc. X
Stantec Consulting Services Inc. X
Stantec Consulting Services Inc. X
Stantec Consulting Services Inc. X
Stanza International Trading Partners LLC X
Staples & Associates X
Starlite Reclamation Environmental Servi X
Starpoint, Inc. X

States Recovery Systems, Inc. X
Stationnement de Montreal X
Status Not Quo, Inc. X
Stearns, Conrad & Schmidt, Consulting Engineers, Inc. X Steer Davis & Gleave Inc X
Stephanie Katsouleas X
Stephens Construction Inc. X
Stephens Mechanical Corporation X
Sterling Co's Inc. X
Stetson Engineers Inc. X
Steve P. Rados, Inc. X
Steve P. Rados, Inc. X
Steven Siemers Dispute Resolution X
Stevens + Associates X
Stevens, Ferrone & Bailey Engineering Co X
Stevenson, Porto & Pierce, Inc. X
Stockbridge General Contracting, Inc. X
Stockton Ceramic Tile Inc. X
Stockton Environmental X
Stormwater CA Ltd X
Straight Talk on Prison X
Stratagen Systems Inc. X
Strategic Advisory Group X
Strategic Development Solutions, LLC X
Strategic Economics X
Strategic Energy Innovations X
Strategic Engineering & Science X
Strategic Government Resources X
Strategic Management Associates X
Strategic Partners I X
Strategic Planning Collaborative LLC X
Strategy 5 LLC X
Stratus Environmental, Inc. X
Streamline Print Management X
StrongBuilt Construction X
StrongGo Industries X
Stronghold Engineering, Inc. X
Structural Technology Consultants Inc. X
Structus, Inc X
Stumbaugh & Associates, Inc. X
Sturgeon Services X
Subtronic Corporation X
Sullivan International X
Summer Search X
Summerhill Electric, Inc. X
Summit Environmental Contractors X
Summitt Forests Incorporated X

Sun Environmental Engineering Services, Inc. X
Sun Mountain LLC X
SunPower Corporation, Systems X X X
Sunbay LLC X
Sunbelt Rentals, Inc. X
Sunny City Enterprises, Inc. X
Sunset Building & Development, Inc. X
Sunset Survival & First Aid, Inc. X
Sunstall Inc. X
Suntrek Industries, Inc. X
Sunworks X
Superior Gunite X
Superior Lock & Safe X
Surf To Snow Environmental Resource Management X
Surveying and Mapping X
Susan G Mayer X
Susan S. Yates X
Sustainable Water Solutions LLC X
Swaim Biological, Inc X
Swatt Miers Architects X
Sweetser & Newman Realty Advisors X
Swift Media, Inc. X
SyCal Engineering X
SyTech Solutions, Inc X
Syblon Reid X
Syblon Reid X
Sydney Metrick, PhD X
Synapse Energy Economics, Inc. X
Synergy Project Management X
Synergy Project Managment, Inc. X
Synoptek X
Syntex Global, Inc. X
Syntropy Trust X
Syska Hennessy Group, Inc.) X
Systel Incorporated of Delaware X
Systems and Space X
T & B Engineering Inc X

T J K M X
T.A.Rose X
T.Y. Lin International X
T.Y. Lin International X
T324, Inc. X
TAISEI Construction Corporation X
TBC Communications & Media X
TBE Group, Inc. X
TCS Risk Management Services, LLC X

THE COMPUTER GUYS, INC X

THE WESTMARK GROUP X

THUNDER FACTORY X

TIMMONS DESIGN ENGINEERS X
TIP Strategies X X X
TJC and Associates, Inc. X
TJD Consulting X

TL VETERANS CONSTRUCTION INC X
TM General Construction inc X

TMAD TAYLOR & GAINES X
TOCONIS PERSONNEL SERVICES, INC. X
TPG Consulting, Inc. X
TPWCO, Inc. X
TR Advisors, LLC X
TRB and Associates X
TRC Engineers X
TRC Engineers, Inc. X
TRC Engineers, Inc. X
TRC Solutions X
TRC Solutions X
TRC Solutions X

TRISTAR X
TS Studio X
TSG Government Services X
TW Associates X
TWK Web and Print Design X
Tactical K9 X
Taecker Planning and Design X
Take The Time Design X
Tamalpais Advisors, Inc. X
Tanaka Design Group X
Tandem, Partners in Early Learning X
Tank Specialists of California X
TankVisions, Inc X
Tarrar Enterprisies, Inc. X
Task At Hand Consulting LLC X
Tating Trucking X
Taylor Systems Engineering, Inc. X
Team Ghilotti, Inc. X
Teaman Ramirez & Smith Inc X
Tech Talent South, LLC X X X
TechScribecom X
TechTack X
Technigami X
Technology Transfer Services X
Technology, Engineering & Construction X
Technology, Engineering & Construction, X
Tectonic Engineering Consultants, Geologists & Land Surveyors, D.P.C.X

Teichert Construction X
Telamon Engineering Consultants, Inc. X
Telephone Doctor, Inc. X
Telfer Oil Comany X
TentMakers Inc. X X X
TerraVerde Energy LLC X
Terracon X
Terraphase Engineering Inc. X
Terrasearch, Inc. X
Terrax Environmental, Inc. X
Teruko Weinberg, Inc. X
Tesco Controls, Inc. X
Tesco Controls, Inc. X
Tesoro Veterans Group X
Test Vendor-Richmond X
TestAmerica X
Tetra Tech X
Tetra Tech Construction, Inc. X
Tetra Tech Inc. X
Tetra Tech, Inc. X
Tetra Tech, Inc. X
The Artisan Hub X
The Auger Group, Inc. X
The Bank of New York Mellon Trust Company, N.A X
The Bishop Concept X
The BizWorld Foundation X
The Blue Book X
The Bodhi Group Inc X
The Burdette Agency, Inc. X
The Byers Group X
The Byline Group X
The Cadmus Group, Inc. X
The Code Group, Inc. X
The Columbus Organization X
The Consulting Group X
The Consulting Team X
The Dease Group Consulting X
The Dutra Group X
The Energy Coalition X
The Garden of Peace Ministries, Inc. X
The Genesis Consortium X
The Glen Price Group X
The Glen Price Group X
The H. W. Wilson Company X
The HLA Group, Landscape Architects X
The HLA Group, Landscape Architects & Pl X
The Henne Group X

The Illusion Factory X
The Image Network, Inc. dba Dover, Kohl & Partners X X X The KPA Group X
The Kap Agency X
The Knowledge Stack X
The L.I.F.E. Project, Inc. X
The Latin Story X
The Mentoring Center X
The Mercer Group, Inc. X
The Nyhart Company X
The Office of Tom Ford X
The Piper Group, Inc X
The Quinan Street Project X
The RGH Group X
The Rancorp Group Inc. X
The ReCredit Company, LLC X
The Regents of the University of California X
The Rogers Group X
The Source Group, Inc. X
The Stride Cener X
The Stride Center X
The Trainer Guy LLC X
The VOS Group, llc X
The WIN PROJECT X
The Waters Consulting Group, Inc X
The Waters Consulting Group, Inc. X
The Watershed Nursery X
Thomas/Ferrous, Inc. X
Thompson Builders Corporation X
Thornton Tomasetti X
Thunder Mountain Enterprises X
Tidelands Construction Company X
Tidwell & Associates, Inc. X
Tierra Resource Consultants X
Tierra West Advisors, Inc. X
Tilley Crane Inspection Service Co., Inc. X
Timothy J. Stephan X
TischlerBise, Inc. X
Titan Solar Company X
Toole Design Group X
Toole Design Group, LLC X
Toole Design Group, LLC X
Top Dog Police K9 Training and Consulting X
Top Grade Construction X
Top Hand Media X
Top Line Engineers inc X
Tope's Tree Service X

Torrent Laboratory, Inc. X
Torres Construction Corporation X
Torti Gallas and Partners, Inc. X
Total Concept Sales, Inc. X
Total Contract Solutions, Inc. X
Toter Incorporated X
Towill, Inc. X
Town Ride Inc X
Townsend Management, Inc. X
TraStar, Inc. X
Traffic & Parking Control Co., Inc. X
Traffic Loops Crackfilling, Inc. X
Traffic Parts, Inc. X
Traffic Patterns X
Traffic Research & Analysis, Inc. X
Trails for Richmond Action Committee X
TranSystems X
Trans Bay Steel Corporation X
TransCore X
TransForm X
Transcend Engagement LLC X
Transight LLC X
Transpedia Consulting Engineers X
Transpo Group X
Transportation Infrastructure Group X
Transportation USA X
Transwestern X
Transworld Construction Inc. X
Treadwell & Rollo, Inc X
Treadwell & Rollo, Inc. X
Treadwell & Rollo, Inc. X
Tremaine & Associates, Inc. X
Tri Power Systems X
Tri-American, Inc. X
Trident Environmental and Engineering X
Trigyn Technologies Inc. X
Trilary X
Trimark Associates Inc X
Trimax Systems, Inc X
Triple HS, Inc. X
Troy & Banks X
True Nature Landscape X
True Synergy, Inc. X
Tunabear Consulting Service X
Turner Group Construction X
Turning Green X
Turnstone Consulting X

Tuseda Graggs X
Tveter Insurance Services X
Twegbe, Inc. X
Twining, Inc. X
U&R Civil Engineers and Surveyors X
U.S. Bancorp Government Leasing and Finance, Inc. X
U.S. Bank X
UBS Institutional Services X
UFI X
UGE-ECS, Inc. X

UNIVERSAL SECURITY COMPANY X
UPIN Inc. X
URS Corporation X
URS Corporation X
URS Corporation X
URS Corporation Americas X
US Coachways X
US Computers Inc X
US DEMO AND HAULING, INC. X
US Matrix Construction, Inc. X
US Tech Solutions, Inc X

USEPA X
USTA Construction Co X

UTILITY COST MANAGEMENT LLC X
UWin Use What's Inside Now X
UltraSystems Environmental (DBE | WBE | SBE) X
Umerani Associates, Inc. X
Unico Engineering X
United Comfort Solutions, Inc X
United Construction & Contracting X
United Pumping Service Inc X
United Rentals X
United Site Services of California Inc. X
United States Transit Funding, Inc. X
United Training Career, LLC X X X
UnitedLayer X
Univar USA, Inc. X
Universal Corrosion Services, LLC X
Universal Engineering Sciences, LLC X
Universal Safety and CPR Solutions X
University of Wyoming X
Unlimited Educational Solutions X
Urban Creeks Council X
Urban Design Consulting Engineers X
Urban Field Studio X
Urban Planning Partners, Inc. X
Urban Waterproofing Ic. X

Urbana Preservation & Planning, LLC X
Utility Builders Corp. X
Utility Cost Management LLC X
Utility Services X
Utility Systems Science & Software, Inc. X
V. W. Housen & Associates X
V1H Consulting X
VBN Corporation X
VESTRA Resources, Inc. X

VHBC, INCORPORATED X

VISTA COMMUNITY PLANNERS X

VISUAL ASYLUM X
VRPA Technologies, Inc. X
VSolvit X
Vaca Valley Excavating & Trucking, Inc. X
Valentine Corporation X
ValetPress X
Valley Power Systems, Inc. X
Valley Power Systems, Inc. X
Valley Relocation & Storage X
Vallier Design Associates, Inc. X
Value-Centered Solutions X
ValueCAD X
Van Dorn Abed Landscape Architects Inc. X
Vanersity Tech Inc. X
Vanir CM X
Vanir Construction Management, Inc. X
Vantage Point Consulting X
Vargas Greenan Architecture-civic design X
Variety Maintenance and Construction X
VastEdge Inc X
Venegas Company X
Veneklasen Associates, Inc. X
Veolia ES Special Services, Inc. X
Veolia North America X
Verdant Solutions, Inc. X
Vertiv Services, Inc. X
Vested Solutions X
Via Mobility, LLC X
Village-Connect X
Vince Sigal Electric Inc. X
Virtunet Systems X
Vista Environmental Consulting X
Visual Impact Analysis LLC X
Vizocom X
VoIPTREX X
Volcan Group Inc. X

Vortex Marine Construction, Inc X
W. C. Maloney Co. X
W. E. Lyons Construction Co. X
W. L. Butler Construction, Inc. X
W. Solutions, Inc. X
W.E. Lyons Construction Co. X
W.R. Forde Associates, Inc X
W2 Design X
WABO Landscape & Construction, Inc. X

WASTE SOLUTIONS GROUP - SF X

WATER WORKS CONSTRUCTION INC X
WB Environmental Solutions X
WBA X
WCC Busines Development Center X
WCS/Ca, Inc. X
WEST Consultants, Inc. X
WESTERN PUMP, Inc. X
WGL Energy Services, Inc. X
WHA | Architects . Planners . Designers X
WHM Inc. X

WINDOW COVERING SOLUTIONS INC X
WMB General Contractors X
WOLF & ASSOCIATES, INC. X
WPCS International Inc.Suisun City Inc. X
WPCS International-Suisun City Incorpora X
WRA Environmental Consultants X
WRA, Inc. X
WRC X

WRECO X
WRG Design X
WWW.PEER-CONSULTING.COM X
Wagstaff and Associates X
Wahlstrom & Associates X
Wakely Consulting Group, Inc. X
Walker Consultants X
Wallace Group X
Wallace Roberts & Todd, Inc. X
Wang Technology LLC X
Wangerin Environmental X
Ward & Associates X
Ward & Associates X
Ware Associates X
Waste & Recycling Plastic Containers X
WasteSleuth.com X
Water Heaters Express X
Water Resources Engineering, Inc. X
Water Rock Construction X

Water Systems Optimization, Inc. X
Waterworks Industries, Inc X
Watkin & Bortolussi, Inc. X
Webb Municipal Finance, LLC X
Webcor Builders LP X
Webster Environmental Associates, Inc. X
Webster Environmental Associates, Inc. X
Wedbush Morgan Securities X
Weir/Andrewson Associates, Inc. X
Weiss Associates X
Wells Fargo Institutional Securities, LL X
Wells Fargo Insurance Services USA, Inc. X
West Bay Development Inc X
West Coast Chess Alliance X
West Coast Code Consultants X
West Coast Environmental X
West Coast Equipment, INc X
West Coast Welding, Inc X
West Contra Costa Youth Service Bureau X
West County LegoRobotics X
West Pac Sports Systems X
West Publishing Corporation X
West Yost Associates X
Western Abatement X
Western Economic Services, LLC X
Westin Technology Solutions X
Weston Solutions, Inc. X
Westward Strategy & Design Group, LLC X
Wheel Unite X
Whiteside Construction X
Whitley Buchett & Associates, Inc. X
Whitlock & Weinberger Transportation, In X
Whitney White X
Who Built Creative Builders Inc. X
Wholly H2o X
Wildermuth Environmental, Inc. X
Wilfong and Associates, Inc. X
Willdan Energy Solutions X
Willdan Engineering X
Willdan Financial Services X
Willdan Financial Services X
Willdan Homeland Solutions X
Williams Wallace Management Consulting Services X
Wilson Perkins Allen Opinion Research X
Winbourne Consulting, LLC X
Windsong Productions X
Winlad Electrical Controls LLC X

Winner & Associates X
Winzler & Kelly X
Winzler & Kelly X
Wireless Communications Unlimited X
Wiss, Janney, Elstner Associates, Inc. X
Withee Malcolm Architects X
Wits Solutions Inc. X
Witt O'Brien's, LLC X
Women with Wings, Inc. X
Women's Initiative for Self Employment X
Wood Rodgers, Inc. X
Woodard & Curran, Inc. X
Woodward Drilling Co X
Woolpert, Inc. X
World Financial Group X
World Internet Marketing, Inc. X
World Vtech Construction X
World Wide Technology LLC X
WorleyParsons X
WorleyParsons Group Inc. X
Wright Environmental Services, Inc. X
XG Communities LLC X
XPanxion International LLC X
Y&S Technologies X

Y-CAT X
YEI Engineers, Inc. X
Yancy Life Transition Center X
Yang Management, Inc. X
Yao Engineering, Inc. X
Yolanda's Construction Administration & Traffic Control, Inc.X Yorke Engineering, LLC X
Young Electric X
Your Search Is Over X
Youth Enrichment Strategies X
Z&K Consultants Inc. X
Z.A.P. Manufacturing, Inc. X
ZACCOR COMPANIES INC. X
ZG Planning and Design X

ZGLOBAL X
ZMassociates Environmental Corp. X
Zander Associates X
Zeiger Engineers, Inc. X
Zenith Engineers X
Zeth Engineering and Construction X
Zilo International Group X
Zimmerman Lehman X
Znap Fly X

Zolon Tech, Inc. X
Zoon Engineering X
Zortiz LLC X
abm geo constructors X
ackland international, inc. X
athens services X
ayer Consultants, Inc X
bay area land surveying, inc X X X
blueCONSULTING, INC. X
boys & girls club of el sobrante X
buy rite carpet X
bvnvbnvbn X X
bvnvbnvbn X X
california trenchless inc X
camrock co. inc X
cd-concept design group llc. X
city design collective X
company X
constrution materials testing X
david paul rosen & associates X
dig designitGREEN LLC X
dk Engineering X
dsa school inspectors inc X
e2020 Technology X
e360 LLC X
eResourcePlanner, Inc. X
eTrac Engineering LLC X
eWaste Disposal, Inc X
ea Consulting, Inc. X
ehs Internaional, Inc. X
ek pass Inc. X
eluminocity X
environmental service X
evans brothers inc. X
fenn Bridge X
golden bay construction, inc. X
gomaxxx inc. X
horton&barber construction X
iPrint Technologies X
infrastructure advisors X
innovate constraction solutions nor-cal X
j&M Leasing INC X
jas pacific inc X
jdbconstruction X
jk and associates construction inc. X
leewens corporation X
lloyd Kraal X

marcor remediation X
mcm construction, inc. X
metropolitan research and economics X
mge engineering, Inc. X
mogavero notestine associates X
moule & polyzoides architects & urbanist X
nisbet consulting X
nolimitbuilders X
oakley & Oakley X
plaza and associates X
pleasanton engineering contractors X
primeech X
reEarth Consulting X
s & c tree service X
sevenoutsource X X X
shums coda associates, inc X
silvestre vera builders, inc X
smith and lehmann consulting X
stantec consulting corporation X
superior pressure washing X
sweetser and assoc inc X
tammy edmonds DESIGN, INC. X
the lew edwards group X
tom whitehead X
transMETRO Inc. X
trident environmental and engineering X
vTech Solution Inc. X
west coast police & fire X
western data memories X
TOTALS 3256 51 50 1

Section 1 Section 2 Section 3 Section 4 Total
Maximum Points 30 20 20 30 100
Reviewer #1 30 20 20 30 100
Reviewer #2 25 15 15 25 80
Reviewer #3 25 20 20 28 93
Reviewer #4 22 18 18 25 83
Reviewer #5 25 20 20 20 85
Reviewer #6 27 17 16 30 90
AVERAGE 26 18 18 26 89
Green-Blue New Deal RFP Evaluation Panel Scoring Matrix

CITY OF RICHMOND

STANDARD CONTRACT

Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

PR No: Vendor No: P.O./Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:]

2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)

Title: By:

I hereby certify that this Contract Title:
has been approved by City Council.

Date Signed:

B y :

City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

B y :

B y : T i t l e :

City Attorney
Date Signed:

(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President
and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07

For the Contract between the City of
Richmond and

EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:

Exhibit A- Scope of Work

Project Goal
Develop a Richmond Green-Blue New Deal Plan (“Plan”) to catalyze meaningful green- blue job creation for Richmond residents that speeds a Just Transition to a decarbonized future with a circular economy and restore environmental and human health.

Project Objectives
The Plan will respond to high unemployment in Richmond caused by the COVID-19 pandemic by identifying and listing actions to create thousands of green-blue jobs to decarbonize energy, buildings, and transportation systems; building a circular economy; reducing food waste and expanding the local food economy; restoring healthy urban forests, shorelines, soils, and wildlife populations; guarding against displacement, supporting training, and providing jobs to BIPOC Richmond residents with an emphasis on the unhoused.

A. Implementation and Methodology
The project will have four distinct stages: scoping and organizing the project, collecting information, assessing information, and defining opportunities. The project will culminate in a Richmond Green-Blue New Deal, internal Implementation Workplan, and Community Toolkit. The approach and deliverables for this Plan will be developed in concert with City staff and City Council members with extensive input from the community.

Task 1 – Consultant Expertise
Lead: Appraccel

1.1 Kick-Off – Appraccel
The project will begin with a kick-off meeting of key consulting team members and City staff members. The kick-off meeting will include an overview of the project, goals, work plan, timeline, and budget; presentation of green-blue jobs case studies and what policies and programs catalyzed their creation; and have each member share what they will be working on for their portion of the project.

1.2 Public Engagement Plan – MIG
First the consulting team will develop a Public Engagement Plan (PEP) to outline the approach for engaging Richmond residents throughout the development of the Plan.

The goal for the engagement strategy is to have an inclusive multi-lingual community engagement process with multiple touchpoints for stakeholders to provide input. The PEP will describe the intended outreach and engagement strategies, tools, methods, performance metrics, and schedule that will inform, educate, and engage community stakeholders throughout the process. We will use the City’s established channels of communication to announce the various engagement opportunities to residents, including the City’s website, email lists, and social media outlets. Initial planning for engagement will occur in collaboration with the City of Richmond.

Nov. 2, 2021 1 | P a g e

The following groups and organizations have been identified as critical to this process:
• Neighborhood Councils
• Environmental justice and climate change organizations • Local unions and labor groups
• Business owners
• Worker co-ops
• Workforce development and training agencies
• Youth groups
• Health advocacy groups
• Parent Teacher Associations
• Community-Based Organizations
• Education organizations – Contra Costa Community College, UC Berkeley, Berkeley City College, Diablo Valley College, Cal State East Bay, Richmond High, JFK High School, and Richmond Promise

Task 1 Deliverables:
• Kick-off meeting with of key consulting team members and City staff from but not limited to: Employment and Training, Richmond Build, Environmental and Health, Economic Development, Transportation, Planning, and Engineering. • Kick-off meeting organization, preparation and facilitation including materials, agenda, prep, timeline, budget, workplan and notes.
• Public Engagement Plan
• Host two community Kick-off workshops

Task 2 – Profile of Community, Labor, and Business
Lead: HR&A Advisors

2.1 Community Profile – HR&A Advisors
HR&A will draw on their previous work in Richmond, public and private data sources, as well as interviews with key stakeholders or experts, to create a profile of Richmond with the perspective of the green-blue economy. This will include a detailed breakdown of population and worker demographics along dimensions such as education level by age; income/wages; race/ethnicity; and native/foreign-born status. They will consider how these characteristics break down by both industry sector as well as occupation type.

Additionally, we will analyze the current makeup and growth/decline trajectories of businesses (number and economic output) in Richmond.

When developing the community profile, the types of low-income workers in Richmond that were disproportionately impacted by the COVID-19 pandemic will be included.

Essential workers, who must be physically present to do their work, suffered more exposure to COVID-19, and when lockdowns went into effect, many lost their jobs. In communities with higher rates of essential workers, the pandemic exacerbated inequities and further concentrated poverty. These are a few of the challenges that will be considered in the baseline community profile as we seek to support Richmond to plan for a competitive, sustainable, and equitable economy in the future.

Nov. 2, 2021 2 | P a g e

The baseline data will include current green-blue businesses based in Richmond, the numbers and types of green-blue jobs, the number of extractive businesses, and the numbers and types of extractive industry jobs. All population, labor and business data will be contextualized in relationship to Contra Costa County and the San Francisco- Oakland-Berkeley Metropolitan Statistical Area (MSA).

After compiling this baseline information, HR&A will work with other team members and stakeholders to develop a working definition of the industries, occupations, and credentials most relevant to the green-blue economy—those that currently fit within the green-blue economy and those that can potentially pivot into it. We will apply this definition to understand the green-blue economy’s position within the broader landscape of Richmond’s economy. The information gathered from stakeholder conversations, will be used to assess Richmond’s greatest strengths and challenges with respect to growing its green-blue economy and workforce.

Finally, HR&A will supplement this profile with a high-level review of the City of Richmond’s budget in order to define key public funding sources related to opportunities in the blue-green economy. This will include a summary of spending in key areas such as education, infrastructure, parks and recreation, environment, and public safety.

2.2 Economic Development Insights – HR&A Advisors
At a separate meeting, an HR&A representative will present insights gained through the community profile, 2021 Richmond Business Investment and Attraction Strategy, and their national economic development experience, to advise other team members on growth opportunities within the green-blue economy that are feasible and appropriate for Richmond residents and businesses.1 Highlights of the meeting presentation will be written up into an Economic Development Insights Analysis document.

2.3 Building Decarbonization Jobs Analysis – Inclusive Economics Inclusive Economics (IE) will run a jobs analysis for residential building decarbonization for the City of Richmond. This jobs analysis will contain elements similar to those in IE’s LA Building Decarbonization: Community Concerns, Employment Impacts, and Opportunities, for example: for existing residential buildings what is the current gas saturation level (percentage of buildings that use natural gas for space heating, water heating, cooking, and clothes drying), what would the costs for various levels of building electrification be, how many and what types of 25-year green jobs would be needed to achieve various levels of electrification. This level of detail is key to formulating a plan to move away from burning fossil fuels in residential buildings. A key point to note is that residential building decarbonization includes electrification and a strategy for electrification of existing buildings will be included in this building decarbonization work.

1 As a side note, this project will consider green-blue job project opportunities through an appreciative inquiry lens. Appreciative inquiry (AI) is the organizational development approach of seeking to grow an organization from its strengths. By studying employees within an organization who are extraordinarily productive and imbued with a sense of purpose, AI looks for the qualities within and conditions around these employees that support their success. The Appraccel team will apply a similar approach to t he City of Richmond when considering how best to grow the green-blue economy.

Nov. 2, 2021 3 | P a g e

Task 2 Deliverables:
• Community Profile Briefing Book includes detailed sources and methodologies, describing current characteristics of and trends for Richmond’s economy, with a particular focus on elements relevant to the green-blue economy, as well as a high-level review of the municipal budget.
• Economic Development Insight Analysis
• Building Decarbonization Jobs Analysis
• Solicit feedback from the Richmond Neighborhood Coordinating Council (RNCC), Economic Development Commission (EDC), Richmond Workforce Development Board (RWDB), Economic Development Working Group, Bicycle and Pedestrian Advisory Committee (BPAC), Management Leadership Team (MLT), and City staff members.
• Presentation of final drafts to the Richmond City Council (RCC)

Task 3 – Community Engagement and Gap Analysis
Lead: MIG

With the Community Profile, Economic Development Insights, a preliminary list of green-blue jobs projects in hand, and a draft Public Engagement Plan, the next step in this project is to develop community engagement outreach materials. As we develop these materials, we will incorporate the principles in the City of Richmond’s Government Alliance on Race and Equity (GARE) program. By recognizing there are institutional and structural barriers to success for historically disadvantaged members of the community, we believe that everyone deserves to have opportunities to thrive and support themselves using their skills and talents. The City’s assertions that “We seek to strengthen the City’s community engagement efforts to increase transparency and trust to provide authentic spaces for information sharing,” as well as realize the “goal to integrate the racial equity lens into all city services to foster a healthy and inclusive community for all” will help this project support the City to achieve racially equitable community outcomes. Incorporating GARE principles, MIG will lead Task 3 with local non-profits Groundwork Richmond and the Safe Return Project playing complementary roles in engaging the community.

3.1 Outreach and Community Engagement Efforts - MIG
The Plan’s success will be influenced by the level of trust and engagement we have with the community and Labor. Richmond residents are regularly called upon to provide input on a variety of community issues and opportunities and it can be difficult for people to prioritize their participation in these activities. Our approach focuses on working through trusted partners and providing a variety of opportunities so that people can participate as their time and interests allow. To meet the City of Richmond’s goal of implementing a community-driven workforce development plan, we will employ the following strategies for outreach and community engagement. For every strategy, participants and their contact information will be collected. All participants will be encouraged to sign-up for the City Manager’s Weekly Report and the Economic, Environment, and Health Initiatives Listserv.

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Community Champions (CC)
Based on the PEP discussion, a group of about 10 community members who represent key interests needed for a successful plan and to support implementation will be selected. Participants may include local entrepreneurs, small business owners, job training and youth development interests. While public support for the Plan is important, it is critical that local champions are involved early in the process and can help guide and refine the Plan’s goals and strategies to help ensure the Plan is responsive to the interests and needs of the City. We expect to meet with this group up to three (3) times (1.5 - 2 hours per meeting). Meetings will be held online to reduce travel time and make it more convenient for participants. Each CC will receive a $100 stipend for each meeting they attend.

Outreach Materials and Roadshow
The consulting team will develop outreach materials and the Roadshow. Examples of outreach materials include presentations, event flyers, fact sheet, quick facts and general outreach messaging. The materials will translate technical terms and related policy information into terms that help connect these concepts to residents’ daily lives.

Materials will be available in English and Spanish.

The Roadshow is intended as a short presentation that can be used by consultants, City staff, and Community Champions to help share information about the project. The Roadshow will ensure we have a consistent and simple message. The Roadshow materials will be posted on the City website to serve as an ongoing education resource available to residents and stakeholders.

Online and Paper Survey
The consulting team will develop a public internet survey, with input and two rounds of review from City staff, to gather information from the community and develop an accurate profile of community interests. The survey will be available in English and Spanish to reach a broader audience. The consulting team will host the online survey and manage the data as responses are received. We will also prepare a paper survey that will be distributed with partner assistance to areas of the city where community members live who may not use or have access to technology. This may include seniors, people with disabilities, and low-income residents. The survey will focus primarily on the needs and interests of the community.

Groundwork Richmond, will employ their team of high school student summer interns to conduct surveys in the community. These students will utilize their network of classmates, family members, and colleagues in local community organizations to fill out a total of 100 surveys. To boost participation, they will offer each survey respondent a $5 gift card for their time. After completing 100 surveys, they will graph the results and create a report of findings.

In addition, MIG will reach out to local partner organizations to ask for their assistance in distributing and collecting the surveys on behalf of the project. The organizations will receive a stipend for their assistance. MIG will also hire local youth as hourly workers to distribute and collect the surveys. Those completing the survey will be eligible for a

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drawing to win a $20 gift card for groceries or other services. MIG does not recommend mailing the surveys due to the cost and anticipated low response rate.

The team will compile results from the survey in an easy-to-digest analysis for the City.

The input gathered through this survey will inform the next outreach steps, key recommendations, and progress of the project.

Community Workshops
The consult team will organize two (2) virtual community workshops2 in coordination with the City team. These workshops will be an opportunity for residents and stakeholders to learn about plan and share their opinions, concerns, needs, and ask questions.

The consultant team will provide a lead facilitator, develop workshop materials, and document the workshop as well as the feedback received. Virtual events will include multiple forms of engagement from live polling, breakout or small group discussions, and Q&A sessions for community members to share their concerns and give comments.

The events will also include incentives that allow participants to be eligible for four $25 gift cards (two raffled off at each meeting) for attending the event. The random drawing will be conducted at the end of the meeting.

Information gathered at these workshops will inform the development of key recommendations. The project team will also monitor outreach metrics throughout the process and adjust as needed to ensure we are reaching desired audiences throughout the Richmond community.

Collaboration with Neighborhood Councils and Organized Groups The project team will seek to collaborate with Neighborhood Councils, community- based organizations, labor unions, environmental justice groups, parent-teacher associations, workforce training agencies, and youth centers. They will be invited to participate in various engagement points including providing support in the distribution of the survey and recruiting participants for the workshops. We will work with CBOs such as Bike East Bay and Rich City Rides to collect ideas for projects that accelerate the transition to active mobility and include more local residents as trained workers in these projects.

Organizations that can provide coordinated efforts to engage their member base and constituents will be given $500 stipends (cash or Visa gift card) for their efforts. To receive the stipend, the group will identify and implement three (3) to five (5) outreach activities from a menu of options in the Public Engagement Plan. MIG anticipates there will be six (6) organizations receiving stipends for their efforts. They will also be provided the Roadshow presentation to share with their community and present on behalf of the project.

2 Due to Covid-19, community workshops and meetings are currently planned as virtual, however, when safe the consultant team will coordinate with City staff to define steps that would be required of attendees for in-person meetings.

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3.2 Safe Return Project’s Community Engagement Efforts – Safe Return Project The local non-profit Safe Return Project will conduct outreach to their network of formerly incarcerated and convicted individuals and their families to encourage participation in one of three (3) focus groups. They will plan and run these three focus groups to better understand the community’s possible interest in green and blue jobs and attendees’ skill sets. Each attendee will receive a $50 gift card for their participation in a focus group. After concluding the focus groups, Safe Return Project will compile findings into a report.

3.3 Gap Analysis - Appraccel
For this task, we will study the gap between the Community’s aspirations for where it would like to be by 2030 and the current state. California’s environmental policy framework and the City of Richmond’s environmental policy framework of goals for 2030 and beyond, will be incorporated and help to inform the kinds of projects and jobs needed to realize the vision.

For this gap analysis, we will collect baseline information about the utility energy mix, details about the built environment, and transportation systems. We will also gather details on topics such as illegal dumping/litter, homelessness, air pollution, wastewater generation, and solid waste generation, the pollution burdens the shoreline, forests, soils, and wildlife populations bear, and more. The differential between where Richmond is and where the community wants Richmond to be will illuminate the kinds of projects needed to retrofit, repair, rebuild, and restore systems. After conducting the gap analysis, more details about the projects for which the City needs additional workers will come into sharper focus.

Task 3 Deliverables:
• Create and distribute outreach material and Roadshow packet. • Recruit 10 Community Champions to attend three (3) meetings. • Create survey and collect 100 completed surveys from community members. • Survey Result Analysis.
• Work with six (6) community-based organizations that will perform three(3) to five (5) outreach activities to share outreach materials and Roadshow. • Host two (2) virtual community workshops.
• Host three (3) focus groups of formerly imprisoned and convicted people and their families.
• Outreach Summary Report.
• Gap Analysis.
• List of community contacts.
• Presentation of outreach efforts, feedback, and Gap Analysis to the Richmond City Council.

Task 4 – Draft City Plan, Implementation Workplan, and Community Toolkit Lead: Appraccel

Project work in Tasks 1-3 will culminate in the main project deliverables: 1) Richmond Green-Blue New Deal Plan (“Plan”) outlining the building blocks for an equitable and

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inclusive sustainable economic and workforce development plan for the City of Richmond, 2) Implementation Workplan to outline how the city and community can implement and move low-hanging fruit and longer-term projects to the starting line, and 3) Community Toolkit in up to three (3) languages for Neighborhood Councils and the community to catalyze their preferred green economic development projects.

4.1 Richmond Green-Blue New Deal Plan - Appraccel
This proposal is centered in the core belief that we can simultaneously deliver both viable climate solutions and a strong and equitable local economy. Our high road jobs approach is intersectional working at the nexus of environment, economy, and equity.

Key elements to building a high-road economy are understanding the current and possible/projected future landscape and then building a plan based on the opportunities for greatest climate impact and economic development. We will incorporate the foundational planning and policy work that has already been done in Richmond from the following documents:
• General Plan 2030
• Climate Action Plan
• Health in All Policies Strategy, Ordinances, and reports • Transparent Richmond
• Economic Development Action Plan Parts 1 and 2
• Grants that the City has applied for
• WFDB Workforce Plan 2021-2024
• RichmondWorks/ YouthWorks
• RichmondBuild/ YouthBuild
• First Mile/Last Mile - Transportation Strategic Plan
• Bicycle Master Plan
• Pedestrian Plan
• Master Greening Plan
• Shoreline Master Plan
• Community Benefits Policy
• ARPA Community Needs Assessment
• Biannual Community Survey

These plans and policies in combination with the Richmond community’s strengths identified in the Task 2 Community Profile, Task 3 Gap Analysis, and Task 3 Community Outreach Report will allow us to identify synergies with Green-Blue New Deal goals, recommended actions, and policies. The team will develop a list of green- blue projects including both low-hanging fruit and long-term projects that address the climate emergency. Projects will be organized by how much preparation time they require as we lay out a multi-year approach to new job creation at both a City and community level.

The Plan starts with a vision of a sustainable, equitable future and will define projects that will help society transition to that vision in energy, buildings, transportation, consumer goods, food, nature, and more. The work to install, retrofit, rebuild, mode shift, reclaim, upcycle, and restore in the residential and non-residential sectors requires

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workers in Richmond and cannot be automated or outsourced. This plan will list the types of green-blue jobs needed for these projects and organize them by job families.

We will list educational degree requirements, licensing, or training needed for various types of green-blue jobs (such as environmental compliance inspectors, sanitary sewer workers, garbage collectors, software engineers, and construction workers, city planners, among others). This project will seek input and ideas from state and local workforce development professionals as we plan for the Just Transition. We will also involve educational institutions as they provide the training, retraining and upskilling for the green-blue jobs of the future. Part of this workforce transition involves the Just Transition which asserts that as our industries evolve, from extractive and polluting to clean, regenerative, and circular, that not only are workers are not left behind but, rather, they help shape the trajectory of the future of work.

Components of the Plan to help catalyze green-blue job creation will include:
• Policy Development- deliver environmental justice and equity, ensuring that the jobs created are high-road jobs, and develop strong relationships with union labor that lead to strong equitable worker-centered policies such as Project Labor Agreements and attaching labor standards to City projects. • Business Development- support business development focusing on three aspects: entrepreneurship and business incubation, Small and Minority and Women Business Enterprise Programs, and developing the capacity for existing climate-related business to expand. Expanding capacity in the business community is essential to being able to meet climate action targets while providing opportunities for people and businesses who need support in being able to meet the demand and benefit from these economic opportunities. • Funding- gather a list of financial tools beyond the traditional list of grants, loans, and tax reductions. Grants, loans, bonds, investments, and crowdfunding are just some of the categories of financial tools available to fund green job creation.

Some funding options can be for large, complex, multi-year projects while others support smaller projects that are easier to implement relatively quickly. For each of the financial tools, examples of funding sources will be researched then matched up with the list of green-blue jobs projects the community expressed interest in pursuing. Matchmaking between projects and funding takes into account several aspects including whether a project has a financial return on investment (ROI) or not, which sector will be hiring potential workers, and the scope of the project.
• Training- identify both training and upskilling opportunities needed to meet labor market demand. Opportunities for career advancement through stackable credentials will attract workers wishing to transition into green jobs. Another approach may be adding climate-related training modules to existing programs.

The last element of the Plan involves tracking and posting data to the City’s Open Data Platform to inform implementation progress.

4.2 Implementation Workplan and Community Toolkit - Appraccel The Implementation Workplan will detail how to develop and move low-hanging fruit and longer-term green-blue jobs projects to the starting line, as well as the structure to implement, support, and sustain this pipeline of jobs. The Workplan will be divided into

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two sections: 1) an Internal Workplan outlining the necessary steps for the City to take, and 2) a multilingual Neighborhood Council/Community Toolkit to support community implementation of the Plan. It will also explore the opportunities to support existing interested employers to expand their workforce as well as support aspiring entrepreneurs that will create tomorrow’s businesses and non-profits.

Task 4 Deliverables:
• Host two (2) community stakeholder workshops to receive feedback. • Richmond Green-Blue New Deal Plan.
• Internal Implementation Workplan.
• Multilingual Neighborhood Council/Community Toolkit.
• Presentation to RNCC, EDC, Richmond Workforce Development Board, Economic Development Working Group, BPAC, Management Leadership Team, and City Staff.
• Present draft Plan, Implementation Workplan, and Community Toolkit to City Council.

Task 5 – Support to City Staff Members
Lead: Medema Consulting

5.1 Grant Writing – Medema Consulting
The consulting team will identify and lead the process for developing and submitting three (3) applications for funding opportunities. The City of Richmond does not have a dedicated grant writer and City staff do not have the capacity to apply for all funding opportunities to support implementation of the Plan.

5.2 Entrepreneur Engagement Efforts - Appraccel
Community engagement outreach efforts will identify 10 aspiring green entrepreneurs who live in Richmond and are interested in starting green businesses. The types of businesses to be developed may offer products or services that reduce greenhouse gases generated, manufacture products that use post-consumer recycled content, reduce food waste, or help restore nature. These are just several examples. Appraccel will work with the group to develop business plans with the expectation that five (5) of the entrepreneurs will complete business plans which may turn into new businesses in Richmond.

Task 5 Deliverables:
• Lead three 3 funding proposals or applications
• Identify and engage with 10 aspiring green blue entrepreneurs who live in Richmond with the goal of assisting five (5) in the development of a complete business plan.

i. Project management or implementation strategies or techniques to carry out the work.

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Figure 9: Project Timeline
5/
22 6/
22 7/
22 8/
22 9/
22 10/
22 11/
22 12/
22 1/
23 2/
23 3/
23 4/
23 5/
23 6/
23 7/
23 Task 1 – Consultant
Expertise

Task 2 – Community
Profile, Econ Dev
Insights, Building
Decarb Jobs
Analysis

Task 3 – Community
Engagement and
Gap Analysis

Task 4 – Green-
Blue New Deal Plan,
Implementation
Plan, Community
Toolkit

Task 5 –Support to
City Staff

To ensure we meet this tight timeline, we are planning for efficient communications between consulting team members, City staff, and City Council members, document sharing in an online document repository and critical path project management to ensure smooth workflow. Appraccel will optimize ongoing communications with City staff and City Council members to ensure they are receiving the level of information and have opportunities to give input and feedback that they desire. Communication will be in the form of scheduled calls, videoconferences, and email communications.

B. Cost Information
The cost for this proposed scope of work is $299,975. Please see below for a breakdown of labor costs by task and other direct costs. This project will be completed over a 15 months with multiple tasks running simultaneously.

Invoices will be submitted to the City on a monthly basis by Appraccel and include task worked on, percentage complete, and any supporting or back-up documentation (I.e photos, sign-in sheets, PowerPoints, flyers, etc).

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Appraccel LLC
Project Title: Green-Blue New Deal Workforce Development Plan Client: City of Richmond, Economic Development Department POP: 5/1/2022 - 7/31/2023
Task 1 Task 2 Task 3 TOTAL PROGRAM
LABOR Hours Amount Hours Amount Hours Amount Hours Amount Hours Amount Hours Amount Total Labor 96 $14,940 232 $73,180 932 $84,005 755 $91,850 238 $25,900 2,253 289,875$ OTHER DIRECT COSTS (ODC's) Unit cost Units Amount
Printing, copying, mailing costs $1,680
Stipends - community based organizations $500.00 6 $3,000 Gift cards - community champions $105.00 30 $3,150
Gift cards - raffled at community meetings $30.00 4 $120 Gift cards - surveys Groundwork Richmond $5.00 100 $500 Gift cards - focus groups Safe Return Project $55.00 30 $1,650 Total ODCs $10,100 $10,100
TOTAL ESTIMATED PRICE $299,975
Consultant
Expertise
Community
Engagement and
Gap Analysis
Green-Blue New
Deal Plan,
Implementation
Workplan,
Community Toolkit
Support to City
Staff
Task 5
Community
Profile, Econ Dev
Insights, Building
Decarb Jobs
Analysis
Task 4

For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:

PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.

5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.

6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices
. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

City of Richmond

Richmond, CA 94804-0046

1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

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EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers . Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property . The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, C opyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell,

General Conditions/EJ/TE 01-19-11 2 of 13

import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.

5. Inspection
. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.

6. Services
. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.

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Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

7. Records
. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.

Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.

Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.

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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.

9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue

General Conditions/EJ/TE 01-19-11 5 of 13

any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.

City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.

11. Business License
. Contractor shall obtain a Richmond Business License
before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

General Conditions/EJ/TE 01-19-11 6 of 13

13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

15. Indemnification.

(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to

General Conditions/EJ/TE 01-19-11 7 of 13

indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section

15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete

General Conditions/EJ/TE 01-19-11 8 of 13

responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.

19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.

Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.

Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies
. Contractor agrees to
abide by the terms and conditions of said policies.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated

General Conditions/EJ/TE 01-19-11 9 of 13

under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

21. Integration
. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.

22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.

23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and

General Conditions/EJ/TE 01-19-11 10 of 13

City reserves the right to employ other Contractors in connection with the project.

25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.

Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.

28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:

All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

General Conditions/EJ/TE 01-19-11 11 of 13

29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."

30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.

This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.

31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.

32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

33. Interpretation. This Contract shall be interpreted as if drafted by both parties.

34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view

General Conditions/EJ/TE 01-19-11 12 of 13

toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.

37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.

Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.

39. Performance and Final Acceptance.

Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.

General Conditions/EJ/TE 01-19-11 13 of 13

City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.

40. Survival
. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.

For the Contract between the City of
Richmond and

EXHIBIT E

SPECIAL CONDITIONS

The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

For the Contract between the City of
Richmond and

EXHIBIT F

INSURANCE PROVISIONS

During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

April 5, 2022

Finance Department

DATE: April 5, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Anil Comelo, Interim Deputy City Manager

Subject:

Approve Contract with NHA for Municipal Advisor
Services
FINANCIAL IMPACT: The cost of these services will likely be borne from the refinancing of the Pension Obligation Bonds
(POBs)(Finance 01917090-400201 Cost– Non-General
Fund).

PREVIOUS COUNCIL
ACTION:

April 6, 2021; October 5, 2021; December 7, 2021

STATEMENT OF THE
ISSUE:

On October 5, 2021, the City Council considered the
recommendations provided by the City’s Municipal
Advisor, Public Resources Advisory Group (PRAG), with
respect to the refinance of the Bonds and Swaps and
directed staff to identify a suitable firm to conduct a review of the recommendations. The selected consultant has completed the work and as part of the
implementation of the resulting strategy a Municipal
Advisor needs to be onboard to evaluate the refinancing options and/or guide the potential sale of municipal
bonds.

AGENDA
REPORT

April 5, 2022
RECOMMENDED ACTION:

APPROVE a sole-source contract for Municipal Advisor
services with NHA Advisors, in an amount not to exceed
$90,000, for a term ending June 30, 2024 - Finance
Department – (Anil Comelo/Delmy Culler 510-620-6600).

DISCUSSION:

The City currently has outstanding $145.9 million of variable rate Pension Obligation Bonds (POB), Series 2005 (the “2005 Bonds”.) The City is also party to two interest rate swaps (the “Swaps”) associated with the 2005 Bonds. The 2005 Bonds and Swaps are scheduled to mature in 2034. However, one of the Swaps (the “B-2 Swap”) is subject to mandatory early termination on August 1, 2023, before which time the City will need to either: (a) arrange financing to pay the market value of the B-2 Swap upon such early termination (currently ~$36 million); or (b) amend the B-2 Swap to remove or delay the mandatory early termination.

On October 5, 2021, the City Council considered the recommendation from its Municipal Advisor, PRAG to negotiate with City National Bank (CNB) and Royal Bank of Canada (RBC) with respect to the refinance of the Bonds and Swaps and directed City staff to identify a suitable firm to conduct a peer review of the recommendations. City staff interviewed three firms and, subsequently, City Council approved a contract with Charles River Associates (CRA) to conduct a peer review of the recommendation and advise the City on the options that may be available to the City. The findings by CRA indicate that there is value in going to the market to refinance the POBs with a more conventional vehicle such as a municipal bond.

The City has recently received an offer from RBC/CNB to refinance the B-2 Swaps into a fixed rate bond without a swap. City staff and consultants have determined that this offer is attractive and needs to be explored further. Staff will work with RBC/CNB to bring to the City Council for a discussion and potential action a more formal offer from RBC/CNB. As part of its due diligence process, staff will also provide City Council with private placement offers for comparison. Additionally, the City Council will likely also be provided with the option to direct City staff to seek conventional financing as a municipal bond.

To prepare for the various options associated with the refinancing of the POBs, the City needs a Municipal Advisor onboard who has not been associated with past POB recommendations/placements. In 2021, the City conducted a Request for Proposal (RFP) and selected NHA Advisors to work on a Community Financing District (CFD) project. In February of this year, the firm was also given a $10,000 contract to provide advisory services related to the POBs and supplement the work conducted by CRA.

Essentially, NHA Advisors have been on a list of respondents for two RFPs and have been working on one aspect of the POB project. It, therefore, would be efficient to use

April 5, 2022
NHA Advisors to help City staff navigate the complex issues associated with a municipal bond. Among other tasks, NHA staff will help conduct RFPs to create a City bond-team.

This will involve helping staff issue RFPs and subsequently help select the bond team comprising of an Underwriter, a Bond Counsel, and a Disclosure Counsel. Once this team is in place, the City can prepare to go to the financial markets (if that is the direction of the City Council) to refinance its POBs estimated to be $178 million through a public offering. In summary, City staff recommends a sole source contract with NHA Advisors for the following reasons:

- NHA Advisors already responded to two separate RFPs in the last year and are on the City’s list of Municipal Advisors
- NHA Advisors have been supporting the City on two important projects – Community Finance District (CFD) and Pension Obligation Bonds (POBs) - NHA Advisors, having worked on a more limited scope of the POB project, is prepared to provide additional services seamlessly
- NHA Advisors is a fully qualified firm with the requisite knowledge and expertise desired by the City
- A new RFP for Municipal Advisor services will cause an estimated eight (8)- week delay.

We are in a dynamic rate environment where interest rates are highly likely to increase significantly. In fact, the Fed has already indicated that the interest rate could be increased by as much as 100 basis points in the next eight weeks. Therefore, the sooner we can form a City bond team, the sooner we will be able to refinance the $178 million debt.

DOCUMENTS ATTACHED:

Attachment 1 – Contract with NHA Advisors
Attachment 2 – Sole Source Form

CITY OF RICHMOND

STANDARD CONTRACT

Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

PR No: Vendor No: P.O./Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:]

2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)

Title: By:

I hereby certify that this Contract Title:
has been approved by City Council.

Date Signed:

B y :

City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

B y :

B y : T i t l e :

City Attorney
Date Signed:

(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President
and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07

For the Contract between the City of
Richmond and

EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:

For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:

PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.

5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.

6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices
. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

City of Richmond

Richmond, CA 94804-0046

1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

General Conditions/EJ/TE 01-19-11 1 of 13

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers . Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property . The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, C opyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell,

General Conditions/EJ/TE 01-19-11 2 of 13

import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.

5. Inspection
. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.

6. Services
. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.

General Conditions/EJ/TE 01-19-11 3 of 13

Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

7. Records
. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.

Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.

Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.

General Conditions/EJ/TE 01-19-11 4 of 13

Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.

9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue

General Conditions/EJ/TE 01-19-11 5 of 13

any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.

City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.

11. Business License
. Contractor shall obtain a Richmond Business License
before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

General Conditions/EJ/TE 01-19-11 6 of 13

13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

15. Indemnification.

(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to

General Conditions/EJ/TE 01-19-11 7 of 13

indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section

15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete

General Conditions/EJ/TE 01-19-11 8 of 13

responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.

19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.

Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.

Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies
. Contractor agrees to
abide by the terms and conditions of said policies.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated

General Conditions/EJ/TE 01-19-11 9 of 13

under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

21. Integration
. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.

22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.

23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and

General Conditions/EJ/TE 01-19-11 10 of 13

City reserves the right to employ other Contractors in connection with the project.

25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.

Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.

28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:

All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

General Conditions/EJ/TE 01-19-11 11 of 13

29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."

30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.

This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.

31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.

32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

33. Interpretation. This Contract shall be interpreted as if drafted by both parties.

34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view

General Conditions/EJ/TE 01-19-11 12 of 13

toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.

37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.

Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.

39. Performance and Final Acceptance.

Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.

General Conditions/EJ/TE 01-19-11 13 of 13

City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.

40. Survival
. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.

For the Contract between the City of
Richmond and

EXHIBIT E

SPECIAL CONDITIONS

The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

For the Contract between the City of
Richmond and

EXHIBIT F

INSURANCE PROVISIONS

During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 1 of 3

Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).

3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)

Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 2 of 3

Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 3 of 3

Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors

CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.

The fact that
insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin .

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements

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 officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

EXHIBIT A

SCOPE OF SERVICES

NHA Advisors provides separate scopes of services for a private placement of the 2005 pension obligation bond refinancing, and a public offering of the 2005 pension obligation bond refinancing.

OPTION 1

MUNICIPAL ADVISORY SERVICES - PRIVATE PLACEMENT

NHA Advisors will work with the City and other parties to develop financing strategies and provide other general advice as needed by City staff.

Scope of Services
NHA Advisors will serve as the municipal advisor of record for the City and provide the following services:
 Project Management
• Provide information and advice on the timing of the financing process and develop timeline (schedule) of tasks.
• Manage communication with actuarial experts as required. • Manage financing process, including the assignment of tasks for all parties involved in the financing, including underwriting and legal team.
 Quantitative Analysis and Financial Structuring
• Prepare, review, analyze, and provid e structuring advice and options for the proposed financing and or refinancing.
• Analyze various sizes and amortization structures for POBs • Review any actuarial studies, specifically as it relates to the pension tax override (PTO) and eligible costs
• Evaluate the bond structure, legal approaches, and financial advantages for each alternative, including the financing terms and call provisions, and benefits and risks of each alternative.
• Determine whether there are realistic private placement alternative s for the 2005 pension obligation bonds besides CNB.
 Project Implementation
• Coordinate the efforts of bond counsel, disclosure counsel, and/or any other legal counsel to prepare the financing documents for approval by the City.

Attachment I

• Provide advice on the financing structure for incorporation into financing documents. • Develop presentations, materials and reports to be used for Council meetings and other stakeholder discussions.
• Prepare and coordinate a comprehensive credit presentation to the private placement lender. This presentation will cover all relevant information regarding the proposed financing and will address the City’s ability to fund the annual debt service payments through its revenue base. Prepare a similar credit package for bond insurance companies, if applicable.
• Manage the underwriter’s sales effort to ensure the lowest financing costs are achieved. • Review and provide comment on financing documents and w ork with bond counsel to finalize documents for execution by the City and prepare a closing memorandum outlining a detailed flow of funds at the time of closing.
• Coordinate the delivery, printing and final approval of legal documents, and the preparation of closing certificates and final official statement.

OPTION 2

MUNICIPAL ADVISORY SERVICES - PUBLIC OFFERING

NHA Advisors will work with the City and other parties to develop financing strategies and provide other general advice as needed by City staff.

Scope of Services
NHA Advisors will serve as the municipal advisor of record for the City and provide the following services:
 Project Management
• Provide information and advice on the timing of the financing process and develop timeline (schedule) of tasks.
• Manage underwriter RFP process and allocation of roles • Manage communication with actuarial experts, as required. • Manage financing process, including the assignment of tasks for all parties involved in the financing, including underwriting and legal team.
 Quantitative Analysis and Financial Structuring
• Prepare, review, analyze, and provide structuring advice and options for the proposed financing and or refinancing.
• Analyze various sizes and amortization structures for POBs Attachment I

• Review any ac tuarial studies, specifically as it relates to the pension tax override (PTO) and eligible costs
• Evaluate the bond structure, legal approaches, and financial advantages for each alternative, including the financing terms and call provisions, and benefits a nd risks of each alternative.
• Analyze credit enhancement options (if applicable)
• Meet with or have conference calls with credit enhancement/insurance companies to discuss the transaction, as appropriate.
 Project Implementation
• Coordinate the efforts of bond counsel, disclosure counsel, and/or any other legal counsel to prepare the financing documents for approval by the City. • Provide advice on the financing structure for incorporation into financing documents. • Develop presentations, materials and reports to be used for Council meetings and other stakeholder discussions.
• Work with selected financing partner/funding source to determine optimal bond structure, including serial/term bonds, premium/discount bonds, and redemption provisions.
• Prepare and coordinate a comprehensive credit presentation to the rating services. This presentation will cover all relevant information regarding the proposed financing and will address the City’s ability to fund the annual debt s ervice payments through its revenue base. Prepare a similar credit package for bond insurance companies, if applicable. • Based on information provided to NHA Advisors by the City, work with disclosure counsel to assemble the official statement for the fin ancing in a manner consistent with existing laws, regulations, and standards of the securities industry. The official statement serves as a marketing instrument and disclosure document for the City with respect to the financing.
• Assist the City in the negotiation of underwriting spreads and interest rates for the proposed financing. Monitor the underwriter’s sales effort to ensure the lowest financing costs are achieved.
• Review and provide comment on financing documents and w ork with bond counsel to finalize documents for execution by the City and prepare a closing memorandum outlining a detailed flow of funds at the time of closing.
• Coordinate the delivery, printing and final approval of legal documents, and the preparation of closing certificates and final official statement.

Attachment I

EXHIBIT B

COMPENSATION SCHEDULE
Option 1 (Private Placement)
For work described in the Scope of Services for Option 1 (Private Placement) , NHA Advisors will be compensated based on time and materials required at the hourly rate schedule shown below. The not-to- exceed budget for these services, without further approval from the City, shall be $50,000 Staff
Allocation
Hourly
Rate
Principal $325
Director / Senior Vice President $300
Vice President $275
Assist. Vice President / Sr. Associate $250
Associate $225
Senior Analyst $200
Analyst $175
Administrative $ 75
Expenses (Out-of-Pocket)
Consultant anticipates no out-of-pocket expenses for this assignment.

Option 2 (Public Offering)
For work described in the Scope of Services for Option 2 (Public Offering) , NHA Advisors will be compensated through the time that the City makes a final decision on whether to do a private placement (Option 1) or a public offering (Option 2) at non -contingent hourly rates as shown under Option 1 above, subjects to a cap of $15,000. Once the City has made a choice as to either Option 1 or Option 2, NHA will be compensated based by a contingent fee of $72,500. This fee is fully contingent upon a successful closing of a refinancing of the 2005 pension obligation bonds through a public offering.

Expenses (Out of Pocket)
NHA Advisors shall be compensated for any out of pocket expenses for providing credit information required by a rating service. NHA Advisors shall receive approval from the City before making any such expenditure.

Attachment I

EXHIBIT C

MUNICIPAL ADVISOR DISCLOSURES
Fiduciary Duty
NHA Advisors, LLC (“NHA Advisors”) is registered as a Municipal Advisor with the U. S. Securities and Exchange Commission (“SEC”) and Municipal Securities Rulemaking Board (“MSRB”). As such, NHA Advisors has a fiduciary duty to the City and must provide both a Duty of Care and a Duty of Loyalty that entail the following.

Duty of Care:
a) exercise due care in performing its municipal advisory activities; b) possess the degree of knowledge and expertise needed to provide the City with informed advice; c) make a reasonable inquiry as to the facts that are relevant to the City’s determination as to whether to proceed with a course of action or that form the basis for any advice provided to the City; and d) undertake a reasonable investigation to determine that NHA Advisors is not forming any recommendation on materially inaccurate or incomplete information; NHA Advisors must have a reasonable basis for:
i. any advice provided to or on behalf of the City;
ii. any representations made in a certificate that it signs that will be rea sonably foreseeably relied upon by the City, any other party involved in the municipal securities transaction or municipal financial product, or investors in the City securities; and iii. any information provided to the City or other parties involved in the mun icipal securities transaction in connection with the preparation of an official statement.

Duty of Loyalty:

NHA Advisors must deal honestly and with the utmost good faith with the City and act in the City’s best interests without regard to the financial or other interests of NHA Advisors. NHA Advisors will eliminate or provide full and fair disclosure (included herein) to the City about each material conflict of interest (as applicable). NHA Advisors will not engage in municipal advisory activities with the City as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the City’s best interest.

Conflicts of Interest and Other Matters Requiring Disclosures As of the commencement date of the Project, there are no actual or potential material conflicts of interest, other than those noted below, that NHA Advisors is aware of that might impair its ability to render unbiased and competent advice or to fulfill its fiduciary duty. If NHA Advisors becomes aware of a ny material potential conflict of interest that arises after this disclosure, NHA Advisors will disclose the detailed information in writing to the City in a timely manner.

Attachment I

The following are potential conflicts of interest to be considered. • NHA Advisors’ fees under this Project are ba sed on hourly fees of NHA Advisors’ personnel, with the aggregate amount equaling the number of hours worked by such personnel times an agreed - upon hourly billing rate. This form of compensation presents a potential conflict of interest because it could create an incentive for NHA Advisors to recommend alternatives that would result in more hours worked. This conflict of interest will not impair NHA Advisors’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the City. • The fee paid to NHA Advisors increases the cost of investment to the City. The increased cost occurs from compensating NHA Advisors for municipal advisory services provided. • NHA Advisors serves a wide variety of other clients that may, from time to time, have interests that could have a direct or indirect impact on the interests of another NHA Advisors client. For example, NHA Advisors serves as municipal advisor to other muni cipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the City. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, NHA Advisors could potentially face a conflict of interest arising from these competing client interests. NHA Advisors fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with the City. • NHA Advisors does not have any affiliate that provides any advice, service, or product to or on behalf of the City that is directly or indirectly related to the municipal advisory activities to be performed by NHA Advisors.
• NHA Advisors has not made any payments directly or indirectly to obtain or retain NHA Advisors’ municipal advisory business.
• NHA Advisors has not received any payments from third parties to enlist NHA Advisors’ recommendation to the City of its services, any municipal securities transaction, or any municipal finance product.
• NHA Advisors has not engaged in any fee -splitting arrangements involving NHA Advisors and any provider of investments or services to the City.
• NHA Advisors does not have any legal or disciplinary event that is material to the City’s evaluation of the municipal advisory or the integrity of its management or advisory personnel. • NHA Advisors does not act as principal in any of the transaction(s) related to this Project. • During the term of the municipal a dvisory relationship, this disclosure will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within this disclosure and the revised writing will be promptly delivered to the City.

Pursuant to MS RB Rule G -10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following:
• NHA Advisors is currently registered as a Municipal Advisor with the SEC and the MSRB. • Within the MSRB website at www.msrb.org, City may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.

Legal Events and Disciplinary History
NHA Advisors does not have any legal events and disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, Attachment I

judgments, liens, civil judicia l actions, customer complaints, arbitrations and civil litigation. The City may electronically access NHA Advisors’ most recent Form MA and each most recent Form MA -I filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC.

Recommendations
If NHA Advisors makes a reco mmendation of a municipal securities transaction or municipal financial product or if the review of a recommendation of another party is requested in writing by the City and is within the scope of the engagement, NHA Advisors will determine, based on the i nformation obtained through reasonable diligence of NHA Advisors whether a municipal securities transaction or municipal financial product is suitable for the City. In addition, NHA Advisors will inform the City of:
• the evaluation of the material risks, po tential benefits, structure, and other characteristics of the recommendation;
• the basis upon which NHA Advisors reasonably believes that the recommended municipal securities transaction or municipal financial product is, or is not, suitable for the City; and • whether NHA Advisors has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively serve the City objectives.

If the City elects a course of action that is independent of or contrary to the advice provided by NHA Advisors, NHA Advisors is not required on that basis to disengage from the City.

Record Retention
Effective July 1, 2014, pursuant to the SEC record retention regulations, NHA Advisors is required to maintain in writing, all communication and created documents between NHA Advisors and the City for five (5) years.

Attachment I

For D. Cuellar
3 25 22

April 5, 2022

Finance Department

DATE: April 5, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Delmy Cuellar, Acting Director of Finance
Antonio Banuelos, Accounting Manager

Subject:

Contract Amendment to Implement Measure U Gross
Receipts Tax
FINANCIAL IMPACT: The contract amount will be funded by the Finance Budget in the amount of $30,000 for Fiscal Year 2021-
2022 and Fiscal Year 2022-2023 (Account String
01917090-400201).

PREVIOUS COUNCIL
ACTION:

June 22, 2021 – Contract approved for Management
Partners, Inc. in the amount of $109,135, with a term
through June 30, 2022.

STATEMENT OF THE
ISSUE:

Finance Department is seeking City Council approval to
amend the contract with Management Partners to
continue the Measure U Gross Receipts tax
implementation passed by voters on November 3, 2020.

Supplemental professional services are needed to
complete the Measure U implementation.

RECOMMENDED ACTION:

APPROVE the first amendment to the contract with
Management Partners, Inc. to increase the contract
amount by $30,000, for a total not to exceed amount of
$139,135, for an extended contract term through
December 31, 2022 – Finance Department (Delmy
Cuellar 510-620-6740/Antonio Banuelos 620-6741).

AGENDA
REPORT

April 5, 2022
DISCUSSION:

The City Council placed a measure on the November 3, 2020, ballot that was approved by the voters, which changes the Business License Tax calculation methodology to be based on gross receipts in the City of Richmond instead of the number of employees.

On June 22, 2021, Council approved a contract with Management Partners, Inc. to assist City staff in developing and implementing the Measure U Gross Receipts Tax.

The contract scope of services with Management Partners has the following eight tasks:

Task 1 – Start Project
Task 2 – Conduct Interviews, Surveys and Focus Groups
Task 3 – Perform Financial Modeling and Case Study Research Task 4 – Develop and Review Process Maps
Task 5 – Analyze Results and Develop Recommendations
Task 6 – Develop Administrative Policies, Regulations and Business/Staffing Plan Task 7 – Assist City Staff with Developing and Acquiring Necessary Information Technology
Task 8 – Support Implementation and Provide Additional Services

Supplemental services are needed to complete the Measure U implementation. By increasing the contract amount, the City will be able to secure as-needed services as determined by the Finance Director. The City has received approximately $2,354,869 in business tax revenue year to date. This corresponds to 29.8 percent of the budgeted amount. The goal of this contract is to assist in obtaining the remaining budgeted Measure U tax revenue in the amount of $5,545,131, 69.2 percent during FY 2021- 2022.

DOCUMENTS ATTACHED:

Attachment 1 – Original Contract
Attachment 2 – Contract Amendment

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President and CEO
vice President and Treasurer
6/29/2021
Mayor

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DocuSign Envelope ID: B0270A1E-B145-4A49-A8BB-628C12BA1205

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DocuSign Envelope ID: B0270A1E-B145-4A49-A8BB-628C12BA1205

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DocuSign Envelope ID: B0270A1E-B145-4A49-A8BB-628C12BA1205

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