Richmond City Council
August 19, 2022

SPECIAL RICHMOND HOUSING AUTHORITY AGENDA

SPECIAL CITY COUNCIL AGENDA
(These meetings are virtual)

Friday, August 19, 2022, 4:00 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members
Thomas K. Butt, Mayor
Demnlus Johnson III, Councilmember at Large
NathanielBates, Councilmember at Large
Claudia Jimenez, Councilmember District 6
Eduardo Martinez, Vice Mayor at Large
Melvin Willis, Councilmember District 1
Gayle McLaughlin, Councilmember District 5
Jaycine Scott, Housing Authority Tenant Commissioner
Link to City Council Agendas/Packets
http://www.ci.richmond.ca.us/4157/City-ofRichmond-Council-Meetings Register to receive notification of new agendas, etc.
http://www.ci.richmond.ca.us/list.aspx

CORONAVIRUS DISEASE (COVID-19) ADVISORY

PURSUANT to the Governor of the State of California’s Assembly Bill 361 and in the interest of the public health and safety, attendance at the City of Richmond City Council meeting will be limited to Council members, essential City of Richmond staff, and members of the news media. Public comment will be confined to items appearing on the agenda and will be limited to the methods provided below.

How to watch the meeting from home:

KCRT – Comcast Channel 28 or AT&T Uverse Channel 991.

Livestream online at http://www.ci.richmond.ca.us/3178/KCRT-Live2.

Public comment may be submitted by mail, eComment, email and/or Zoom video conference in the manner that follows, provided that no member of the public may submit more than one verbal comment per agenda item.

Via mail: received by 1:00 p.m. the day of the meeting, sent to 450 Civic Center Plaza, 3rd Floor, Office of the Clerk, Richmond, CA 94804.

Via eComments: eComments are available once an agenda is published. Locate the meeting in "upcoming meetings" and click the comment bubble icon. Click on the item you wish to comment on. eComments can be submitted when the agenda is published and until the conclusion of public comments for the agenda item. eComments can be viewed by the City Council and members of the public as they are submitted.

Email your comment to [email protected] should you have difficulty submitting an eComment during a meeting.

Via email: to [email protected] by 1:00 p.m. the day of the meeting.

Emails MUST contain in the subject line 1) public comments – Open Session prior to Closed Session; 2) public comments – agenda item #__ [include the agenda item number]. All such email with correctly labeled subject lines will be posted on-line and emailed to the City Council before the meeting is called to order. Email received after 1:00 p.m. will be posted on-line following the meeting as part of the supplemental materials attached to the meeting minutes.

Via Zoom by video conference: for Open Session and City Council: Please click the link below to join the webinar:
https://zoom.us/j/99312205643?pwd=MDdqNnRmS2k4ZkRTOWhlUldQOUF1Zz09 Passcode: ccmeeting

By iPhone one-tap: US: +16699006833,,99312205643# or +13462487799,,99312205643# By Telephone: Dial (for higher quality, dial a number based on your current location): US: +1 669 900 6833 or +1 346 248 7799 or +1 253 215 8782 or +1 312 626 6799 or +1 929 205 6099 or +1 301 715 8592 Webinar ID: 993 1220 5643
International numbers available: https://zoom.us/u/aehrwCgISx

To comment by video conference: click on the Participants button at the bottom of your screen and select the “Raise Your Hand” button to request to speak when Public Comment is being asked for. When called upon, press the unmute button. After the allotted time, you will then be re-muted. **

To comment by phone: you will be prompted to “Raise Your Hand” by pressing “*9” to request to speak when Public Comment is asked for. When called upon, you will be asked to unmuted by pressing *6. After the allotted time, you will then be re-muted. Instructions of how to raise your hand by phone are available at:
https://support.zoom.us/hc/en-us/articles/201362663 -Joining-a-meeting-by-phone. **

**The mayor will announce the agenda item number and open public comment when appropriate.

The City cannot guarantee that its network and/or the site will be uninterrupted. To ensure that the City Council receives your comments, you are strongly encouraged to submit your comments in writing in advance of the meeting.

AB 361 Procedures in the Event of Technical Difficulties: In the event the meeting broadcast is disrupted, or if a technical issue on the agency's end disrupts public participation, the legislative body board cannot take any further action on the agenda until the technical issue is resolved.

Properly labeled public comments will be considered a public record, put into the official meeting record, available after the meeting as supplemental materials, and will be posted as an attachment to the meeting minutes when the minutes are posted: http://www.ci.richmond.ca.us/Archive.aspx?AMID=31.

Procedures for Removing Items from the Consent Calendar: Members of the public who request to remove an item from the consent calendar must first discuss the item with a staff member by phone or a back-and- forth email discussion, and state the name of the staff member when requesting removal of the item from the consent calendar (by 1 p.m. the day of the meeting).

Any member of the City Council who would like to remove an item from the consent calendar must notify the appropriate staff person and the City Clerk’s Office prior to the meeting. Although members of the City Council are encouraged to ask questions and share concerns with staff ahead of the meeting, they are not required to do so.

The Clerk’s Office must be informed of any requests to remove items from the Consent Calendar. Items removed from the Consent Calendar shall be placed at the end of the agenda for consideration.

Accessibility for Individuals with Disabilities: Upon request, the City will provide for written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services and sign language interpreters, to enable individuals with disabilities to participate in and provide comments at/related to public meetings. Please submit a request, including your name, phone number and/or email address, and a description of the modification, accommodation, auxiliary aid, service or alternative format requested at least two days before the meeting. Requests should be emailed to [email protected] or submitted by phone at 510-620-6513, ext. 9, or 510-620-6509.

Requests made by mail to City Clerk’s Office, City Council meeting, 450 Civic Center Plaza, Richmond, CA 94804 must be received at least two days before the meeting. Requests will be granted whenever possible and resolved in favor of accessibility.

Effect of Advisory on In-person public participation: During the pendency of assembly Bill 361, the language in this Advisory portion of the agenda supersedes any language contemplating in-person public comment.

Disclaimer: The City Clerk's Office translates agendas to enhance public access. Translated agendas are provided as a courtesy and do not constitute legal notice of the meeting or items to be discussed. In case of discrepancy, the English agenda will prevail.

Pages

A. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
4:00 p.m.

B. ROLL CALL
C. PUBLIC COMMENT INSTRUCTIONAL VIDEO
D. STATEMENT OF CONFLICT OF INTEREST
E. AGENDA REVIEW
F. HOUSING AUTHORITY CONSENT CALENDAR
F.1. Continued use of teleconference technology for meetings of the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361
8 ADOPT a resolution requiring the continued use of teleconferencing for the meetings of the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361 – City Clerk’s Office (Pamela Christian 510-620-6513).

G. ADJOURNMENT
__________________________

H. SPECIAL MEETING OF THE RICHMOND CITY COUNCIL
4:05 p.m.

I. ROLL CALL
J. STATEMENT OF CONFLICT OF INTEREST
K. AGENDA REVIEW
L. CONSENT CALENDAR
L.1. Continued Use of Teleconferencing 13
ADOPT a resolution requiring the continued use of teleconferencing for the meetings of all City legislative bodies pursuant to the provisions of Assembly Bill 361 – City Clerk’s Office (Pamela Christian 510-620-6513).

L.2. Booker T. Anderson Community Center Fire Restoration Contract Termination 18 APPROVE termination of contract with Angotti & Reilly, Inc., for the Booker T.

Anderson Community Center Fire Restoration, located at 960 S. 47th St., Richmond, previously approved for an amount not to exceed $2,583,900 ($2,349,000 low bid plus $234,900 contingency); and AUTHORIZE City staff to negotiate with the next lowest bidder or re-bid the contract – Public Works Department (Joe Leach 510-620-5478).

L.3. Contract with Charleston Mobility, LLC for Emergency Bike Share Pilot 62 APPROVE a sole source contract with Charleston Mobility, LLC., to manage the operations of the City’s bike share program, for a total amount not to exceed $345,000, with a term beginning August 24, 2022, and ending June 30, 2023 – Library and Community Services Department (LaShonda White/Denée Evans 510-621-1718).

M. ADJOURNMENT
______________________________

N. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 4:10 p.m.

O. ROLL CALL
P. CLOSED SESSION
P.1. CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Jaclyn Gross and Sharrone Taylor• Employee organizations:

SEIU Local 1021 Full Time Unit and Part Time Unit1.

IFPTE Local 21 Mid-Level Management Unit and Executive
Management Units

2. Richmond Police Officers Association RPOA3.

Richmond Police Management Association RPMA4.

IAFF Local 1885.

Richmond Fire Management Association RFMA6.

Q. PUBLIC COMMENT BEFORE CLOSED SESSION (public comment limited to Closed Session items only)
R. ADJOURN TO CLOSED SESSION
S. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING

CLOSED SESSION
T. ADJOURNMENT

August 19, 2022

Department

DATE: August 19, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Pamela Christian, City Clerk

Subject:

Continued use of teleconference technology for meetings of the Board of Commissioners of the Richmond Housing
Authority pursuant to the provisions of AB 361
FINANCIAL IMPACT: There will be no fiscal impact associated with this action.

PREVIOUS COUNCIL
ACTION:

December 21, 2021, January 18, 2022, February 15,
2022, March 15, 2022, April 19, 2022, May 17, 2022, June 21, 2022, July 19, 2022

STATEMENT OF THE
ISSUE:

In order for the Board of Commissioners of the Richmond Housing Authority to continue conducting virtual meetings and comply with the provisions of the Brown Act it is
necessary for the Board of Commissioners of the
Richmond Housing Authority to make findings verifying
the need for the continuation of virtual meetings.

RECOMMENDED ACTION:

ADOPT a resolution requiring the continued use of
teleconferencing for the meetings of the Board of
Commissioners of the Richmond Housing Authority
pursuant to the provisions of AB 361 – City Clerk’s Office (Pamela Christian 510-620-6513).

AGENDA
REPORT

August 19, 2022

DISCUSSION:

Background
Beginning in March of 2020, the Governor issued a series of Executive Orders relaxing certain provisions of the Brown Act in response to the COVID-19 pandemic. In short, those orders allowed local governments to conduct their meetings 100% remotely, so long as members of the public still had the ability to view, listen and comment on items on the agenda. The most recent of these orders expired on September 30, 2021. On September 16, 2021, the governor signed into law AB 361, an urgency measure (meaning it became effective immediately) which largely continues the executive orders allowing for remote meetings. The Governor subsequently issued an order making the provisions of AB 361 effective beginning October 1, 2021.

Analysis of Assembly Bill (AB) 361
AB 361 contains several requirements in order to continue the use of remote meetings.

These include:
● There must be a state of emergency declared under the California Emergency Services Act. This effectively means the Governor must have declared the emergency. ● During the state of emergency, either state or local officials have imposed or recommended measures to promote social distancing, or that meeting in person would present an imminent risk to the health or safety of attendees. ● In order to continue to utilize remote meetings, the Council must reconsider the factors above every 30 days and adopt specified findings that the fact relied upon still exist.

As the attached resolution spells out, the State of California is still under an emergency declaration regarding COVID-19, and both state and local health officials continue to recommend social distancing to help stop the spread of the virus. The resolution requires that all meetings of the Board of Commissioners of the Richmond Housing Authority will be held using teleconferencing technology The Board of Commissioners of the Richmond Housing Authority will continue to update the findings every 30 days, in compliance with AB 361.

DOCUMENTS ATTACHED:

Attachment 1- Resolution requiring the continued use of teleconferencing for the meetings of all the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361

August 19, 2022

Reso. No.

RESOLUTION NO.

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, MAKING FINDINGS

REQUIRING THE CONTINUED USE OF TELECONFERENCING FOR MEETINGS

OF THE BOARD OF COMMISSIONERS OF THE RICHMOND HOUSING
AUTHORITY PURSUANT TO THE PROVISIONS OF AB 361

WHEREAS in response to the COVID-19 pandemic, the Governor adopted a series of Executive Orders allowing the legislative bodies of local governments to meet remotely via teleconference through September 30, 2021, so long as other provisions of the Ralph M. Brown Act (“Brown Act”) were followed; and

WHEREAS, on September 16, 2021, the Governor signed into law as an urgency measure, Assembly Bill (AB) 361 a bill that amends the Brown Act to allow local policy bodies to continue to meet by teleconferencing during a state of emergency without complying with restrictions in state law that would otherwise apply, provided that the policy bodies make certain findings at least once every 30 days; and

WHEREAS, the Board of Commissioners of the Richmond Housing Authority has considered the current state of health guidance related to public meetings in Contra Costa County and finds it necessary to continue with remote meetings for the next 30 days to promote public health and safety; and

WHEREAS, the entire State of California remains under a proclaimed state of emergency as declared by the Governor of the state of California related to the COVID-19 pandemic; and

WHEREAS, the California Department of Public Health continues to require the use of face coverings in indoor settings in order to help stop the spread of the virus.

WHEREAS, the Health Officer for Contra Costa County published “Recommendations for Safely Holding Public Meetings” on September 20, 2021, that “strongly recommend” online meetings, and that local agencies should provide options for the public to participate without having to attend meetings in person, and that social distancing should be used for any in-person meetings, including six feet of spacing between all in attendance; and

WHEREAS, the Board of Commissioners of the Richmond Housing Authority has met remotely during the COVID-19 pandemic and can continue to do so in a manner that allows public participation and transparency while minimizing health risks to members, staff, and the public who would be present with in-person meetings while this emergency continues.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA THAT the Board of Commissioners of the Richmond Housing Authority finds as follows:

1. As described above, the State of California, the County of Contra Costa and the City of Richmond remain in a state of emergency due to the COVID-19 pandemic. At this meeting the Board of Commissioners of the Richmond Housing Authority has considered the circumstances of the state of emergency; and

2. As described above State and County officials continue to recommend measures to promote physical distancing and other social distancing measures, in some settings; and

3. As described above meetings of this body in person would present imminent risks to the safety of attendees, and the state of emergency continues to directly impact the ability of members to meet safely in public; and:

Reso. No.

BE IT FURTHER RESOLVED THAT That, based on the findings required by Government Code section 549539(e), as amended by AB 361, the Board of Commissioners of the Richmond Housing Authority requires the continued use of teleconferencing for the next 30 days for all public meetings of the Board of Commissioners of the Richmond Housing Authority; and

BE IT FURTHER RESOLVED, That all public meetings of the Board of Commissioners of the Richmond Housing Authority conducted by teleconferencing technology shall provide an opportunity for members of the public to address the body and otherwise occur in a manner that protects all statutory and constitutional rights of the public attending the meeting via teleconferencing, and;

BE IT FURTHER RESOLVED That the Clerk of the Board of Commissioners of the Richmond Housing Authority is directed to place a resolution substantially similar to this resolution on the agenda of a future meeting of the Board of Commissioners of the Richmond Housing Authority within the next 30 days.

**************************

The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a special meeting thereof held on August 19, 2022, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

Chairperson

[SEAL]
Attest:

Secretary

Approved as to form:

Interim City Attorney

August 19, 2022

City Clerk's Office

DATE: August 19, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Pamela Christian, City Clerk
Subject:

Continued Use of Teleconferencing
FINANCIAL IMPACT: There is no additional financial impact.

PREVIOUS COUNCIL
ACTION:

December 21, 2021, January 18, 2022, February 15,
2022, March 15, 2022, April 19, 2022, June 21, 2022, July 19, 2022

STATEMENT OF THE
ISSUE:

In order for the City Council to continue conducting virtual meetings and comply with the provisions of the Brown
Act, it is necessary for the City Council to make findings verifying the need for the continuation of virtual meetings.

RECOMMENDED ACTION:

ADOPT a resolution requiring the continued use of
teleconferencing for the meetings of all City legislative bodies pursuant to the provisions of Assembly Bill 361 – City Clerk’s Office (Pamela Christian 510-620-6513).

AGENDA
REPORT

August 19, 2022
DISCUSSION:

Background
Beginning in March of 2020, the Governor issued a series of executive orders relaxing certain provisions of the Brown Act in response to the COVID-19 pandemic. In short, those orders allowed local governments to conduct its meetings one hundred percent remotely, so long as members of the public still had the ability to view, listen and comment on items on the agenda. The most recent of these orders expired on September 30, 2021.

On September 15, 2021, the governor signed into law AB 361, an urgency measure (meaning it became effective immediately) which largely continues the executive orders allowing for remote meetings. The Governor subsequently issued an order making the provisions of AB 361 effective beginning October 1, 2021.

Analysis of Assembly Bill (AB) 361
AB 361 contains several requirements in order to continue the use of remote meetings.

These include:
● There must be a state of emergency declared under the California Emergency Services Act. This effectively means the Governor must have declared the emergency. ● During the state of emergency, either state or local officials have imposed or recommended measures to promote social distancing, or that meeting in person would present an imminent risk to the health or safety of attendees. ● In order to continue to utilize remote meetings, the Council must reconsider the factors above every 30 days and adopt specified findings that the fact relied upon still exist.

As the attached resolution spells out, the State of California is still under an emergency declaration regarding COVID-19, and both state and local health officials continue to recommend social distancing to help stop the spread of the virus. The resolution applies to all of the City’s legislative bodies (as defined by the Brown Act) and will remain in effect for the next 30 days. The city will continue to update the findings every 30 days, in compliance with AB 361.

DOCUMENTS ATTACHED:

Attachment 1- Resolution requiring the continued use of teleconferencing for the meetings of all City legislative bodies pursuant to the provisions of AB 361

August 19, 2022

DOCUMENTS ATTACHED:

Attachment 1 – Original Contract
Attachment 2 – Amendment to the Contract

Reso. No.

RESOLUTION NO.

RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA,

MAKING FINDINGS REQUIRING THE CONTINUED USE OF

TELECONFERENCING FOR MEETINGS OF ALL CITY OF RICHMOND
LEGISLATIVE BODIES PURSUANT TO THE PROVISIONS OF AB 361

WHEREAS, in response to the COVID-19 pandemic, the Governor adopted a series of Executive Orders allowing the legislative bodies of local governments to meet remotely via teleconference through September 30, 2021, so long as other provisions of the Ralph M. Brown Act (“Brown Act”) were followed; and

WHEREAS, on September 16, 2021, the Governor signed into law as an urgency measure, AB 361 a bill that amends the Brown Act to allow local policy bodies to continue to meet by teleconferencing during a state of emergency without complying with restrictions in state law that would otherwise apply, provided that the policy bodies make certain findings at least once every 30 days; and

WHEREAS, on behalf of all legislative bodies of the City of Richmond that are subject to the Brown Act, the Richmond City Council has considered the current state of health guidance related to public meetings in Contra Costa County and finds it necessary to continue with remote meetings for the next 30 days to promote public health and safety; and

WHEREAS, the entire State of California remains under a proclaimed state of emergency as declared by the Governor of the state of California related to the COVID-19 pandemic; and

WHEREAS, the California Department of Public Health continues to require the use of face coverings in indoor settings in order to help stop the spread of the virus.

WHEREAS, the Health Officer for Contra Costa County published “Recommendations for Safely Holding Public Meetings” on September 20, 2021 that “strongly recommend” online meetings, and that local agencies should provide options for the public to participate without having to attend meetings in person, and that social distancing should be used for any in- person meetings, including six feet of spacing between all in attendance; and

WHEREAS, the City Council and all other legislative bodies of the City of Richmond have met remotely during the COVID-19 pandemic and can continue to do so in a manner that allows public participation and transparency while minimizing health risks to members, staff, and the public who would be present with in-person meetings while this emergency continues.

NOW, THEREFORE, BE IT RESOLVED, That the City Council of the City of Richmond finds as follows:

1. As described above, the State of California, the County of Contra Costa and the City of Richmond remain in a state of emergency due to the COVID-19 pandemic. At this meeting the Richmond City Council has considered the circumstances of the state of emergency; and

2. As described above State and County officials continue to recommend measures to promote physical distancing and other social distancing measures, in some settings; and

3. As described above meetings of this body in person would present imminent risks to the safety of attendees, and the state of emergency continues to directly impact the ability of members to meet safely in public; and:

BE IT FURTHER RESOLVED That, based on the findings required by Government Code section 549539(e), as amended by AB 361, the City of Richmond requires the continued use of teleconferencing for the next 30 days for all public meetings of the Richmond City Council and all City of Richmond boards, commissions, committees and subcommittees subject to the Brown Act; and

Reso. No.

BE IT FURTHER RESOLVED, That all City public meetings subject to the Brown Act conducted by teleconferencing technology shall provide an opportunity for members of the public to address the body and otherwise occur in a manner that protects all statutory and constitutional rights of the public attending the meeting via teleconferencing, and;

BE IT FURTHER RESOLVED That the City Clerk is directed to place a resolution substantially similar to this resolution on the agenda of a future meeting of the City Council within the next 30 days.

*********************

I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a special meeting thereof held August 19, 2022, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor

Approved as to form:

Interim City Attorney

August 19, 2022

Public Works

DATE: August 19, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Dave Aleshire, City Attorney
Joe Leach, Director of Public Works

Subject:

Booker T. Anderson Community Center Fire Restoration
Contract Termination
FINANCIAL IMPACT: Any expenditure of funds to settle any claims arising from this contract termination will be funded from the Risk
Management Budget. Account Strings: 50182316-
400642-23008. The City would reserve the right to file a claim against the Contractor Performance Bond.

PREVIOUS COUNCIL
ACTION:

March 1, 2022

STATEMENT OF THE
ISSUE:

Public Works staff is requesting authorization to
terminate the contract with Angotti & Reilly, Inc. for the Booker T. Anderson Community Center Fire Restoration,
located at 960 S. 47th St., Richmond
RECOMMENDED ACTION:

APPROVE termination of contract with Angotti & Reilly,
Inc., for the Booker T. Anderson Community Center Fire
Restoration, located at 960 S. 47th St., Richmond,
previously approved for an amount not to exceed
$2,583,900 ($2,349,000 low bid plus $234,900
contingency); and AUTHORIZE City staff to negotiate
with the next lowest bidder or re-bid the contract – Public Works Department (Joe Leach 510-620-5478).

AGENDA
REPORT

August 19, 2022
DISCUSSION:

The Booker T. Anderson Community Center suffered extensive fire damage on October 28, 2020, as the result of homeless activity at the Park. This fire was concentrated on the West side of the building affecting the Library, Multi-Use Rooms, and Graphic Arts Room. The facility fire damage was abated including demolition and shoring of all affected materials, including non-salvageable or non-cleanable building materials such as glue lam beams, shear walls, vertical load walls, and removal of all damaged building materials such as drywalls, floor coverings, insulation, windows, electrical, plumbing, etc.

On October 27, 2021, bids for these proposed services were solicited on BidsOnline.

Bidding contractors attended a pre-bid mandatory meeting on-site on Tuesday, November 9, 2021, or Thursday, November 18, 2021, to fully understand the scope of work involved.On December 16, 2021, five bids were received as follows:

1. Lg Engineering $ 1.00 (Bid for trucking services contact)

2. IBS USA Inc. $2,146,392.00

3. Angotti & Reilly, Inc. $2,349,000.00

4. Arntz Builders, Inc. $2,668,981.00

5. Agbayani Construction Corporation $3,450,000.00

LG Engineering’s bid was disqualified for submitting a bid for trucking services only. IBS USA, Inc. failed to fill out the proper bid form which was set forth in Addendum No.1, dated November 18, 2021. Therefore, the next lowest responsible bid was from Angotti & Reilly, Inc. The selected Contractor was required to sign a First Source and Compliance Agreement with the City as part of the contract execution process to ensure the local employment ordinance goal is met.

City Council awarded the contract to Angotti and Reilly, Inc. (“Contractor”) on February 1, 2022. The contract (“Contract”) was executed on May 16, 2022, and the pre- construction meeting was held on May 20, 2022. At this meeting, Contractor verbally asked Mark Albertson, Architect of Record, and Yader A. Bermudez, Public Works, Retired Annuitant if the Builder’s Risk Insurance was required. Mark Albertson confirmed that it was required and advised Contractor to check the Bid Solicitation Specifications and Construction Agreements.

See Attachment 1 - Project Specifications Section 00 60 00 BOND AND INSURANCE FORMS
See Attachment 2 - Executed Construction Agreement Section 1.9.c, Insurance and Bonds Requirements.

On the same day, Yader A Bermudez, delivered to the Contractor the project Notice to Proceed (NTP) to start working on June 1, 2022 (Attachment #3).

August 19, 2022
On May 25, 2022, Contractor submitted RFI#1, again requesting confirmation that the existing City Insurance Policy on the Community Center covered Builder’s Risk for the Contractor for this project. After City staff reviewed and discussed, Mark Albertson provided a written response to RFI#1 on June 22, 2022 (Attachment #4).

On June 23, 2022, Angela Walton, Public Works Administrative Services Project Manager, sent an email to Contractor requesting prompt submission of the missing Builder’s Risk Insurance to get the Contract set up in the City’s MUNIS System (Attachment #5).

On July 11, 2022, the City set up a ZOOM meeting with the Contractor and his attorney to try to find a solution regarding Contractor’s lack of Builder’s Risk Insurance. City Risk Manager, Laura Marquez, clarified to the Contractor and their attorney that the California Joint Powers Risk Management Authority (CJPRMA) does not cover the Contractor’s work; it only covers work done by City’s forces in the maintenance of City facilities. Therefore, the Contractor was required to provide its own Builder’s Risk Insurance. The City, in an effort to get the project going, offered to accept the Contractor’s Liability Insurance subject to the policy listing the City on the additional insured endorsement. To facilitate this accommodation, the City provided a copy of the CJPRMA to the Contractor for their review on July 12, 2022. The Contractor agreed to send updated Workers’ Compensation Insurance to the City. It was the City’s understanding at the end of this meeting that the Contractor and the City had reached an agreement regarding the insurance requirements to proceed with the project construction.

On July 19, 2022, Contractor emailed City staff to request City add Contractor to City’s California Joint Powers Risk Management Authority (CJPRMA) policy. On July 20, 2022, Laura Marquez responded to Contractor denying this request (Exhibit 9). In the response, the City requested that Contractor provide general liability insurance and designate the City of Richmond as an additional insured (as set forth in the contract requirements) or comply with the contract, bid specifications, and City’s direction to provide the Builder’s Risk Policy (which the City previously agreed to waive since the City’s Builder’s Risk Insurance covers the City’s property). See Exhibit 8.

On August 3, 2022, Contractor submitted Contract Change Order for City to pay for Contractor’s Builder’s Risk Insurance in the amount of $8,338 plus temporary fencing and lighting. These items were already covered under their mobilization contract and shown on the construction plans for a grand total of $23,895 (Attachment 6).

On August 11, 2022, the Contractor’s attorney sent a letter to the City citing previous and potential future vandalism as cause for project delays and continue to insist on the City providing Builder’s Risk Insurance or approving the proposed change order for triple the cost of the Builder’s Risk Insurance provided by Woodruff and Sawyer (Attachment 7).

August 19, 2022
City staff has determined that this Contractor has not been responsive to the Contract requirements for Builder’s Risk Insurance, despite the City’s efforts to be accommodating in order to move the project forward. It has been more than 75 calendar days since the NTP was issued and it is evident that the Contractor is not willing to start the work in good faith in accordance with the Contract. Therefore, given the difficulties at the outset to manage Angiotti and Reilly, Inc. to deliver this project in accordance to budget and schedule, City staff recommends City Council authorize termination of the Contract and negotiation with the next lowest bidder or re-bid the Contract.

DOCUMENTS ATTACHED:

Attachment 1 - Project Specifications Insurance Requirements Attachment 2 - Construction Agreement Insurance Requirements Attachment 3 - Notice To Proceed (NTP)
Attachment 4 - RFI#1 with Response
Attachment 5 - Angela Walton’s email requesting the Builder Risk Insurance Attachment 6 - Contractor’s Builder Insurance Change Order Request.

Attachment 7 - Contractor’s attorney letter
Attachment 8 - Laura’s response to Contractor
Attachment 9 - Contractor’s email dated July 19, 2022

6 – 13th Street, Building D  Richmond, CA 94801  (510) 231-3010 tel (510) 231-3013 fax Public Works Department
May 13, 2022
Angotti & Reilly, Inc.

Attn: James Reilly
2200 Jerrold Avenue, Suite E
San Francisco, CA 94124

NOTICE TO PROCEED
PROJECT: Booker T. Anderson Community Center Fire Restoration Project Contract #6055
960 South 47th Street
Richmond, CA 94804
You are hereby notified to commence work on the 1st day of June 2022, in accordance with the Contract dated May 16, 2022.

CITY OF RICHMOND (Owner)
BY: ___________________________________
Joe Leach, Public Works Director
Receipt of the above NOTICE TO PROCEED is hereby acknowledged BY: _____________________________
_____________________________,
(Title)
this the _____________ day of ______________________, 20___.

RFI NO:

DWG REF:

SPEC REF:

REQUEST FOR INFORMATION Number of Pages:

PROJECT TITLE: Richmond Community Center ATTN:

JOB #: 6055
cc:

CONTRACTOR:

REQUESTED BY:

SUBJECT:

None
Add Deduct To Be Determined
Cost Impact
CIRCLE ONE: ROUTINE / URGENT Schedule Impact
RESPONSE REQUESTED BY: (DATE) 1-Jun-22

INFORMATION NEEDED
SIGNATUREJim Reilly
DATE

COMPANY
REPLY

SIGNATURE
DATE

COMPANY
Builders Risk Insurance
1 Please confirm that the existing Fire Insurance Policy on the Community Center is cover Builders Risk for this project.

Mark Albertson
Jim Reilly
5/25/2022
Angotti & Reilly Inc
Angottti & Reilly
Article I, Section 1.9 of the Construction Agreement references the Contractor's requirement to provide insurance. This includes Builders Risk Insurance.

Specification Document 00 60 00d outlines all insurance requirements for this project including applicable Builders Risk insurance limits.

Please coordinate with the City of Richmond submittal of the Insurance Verification Form for the project along with a current Insurance Certificate as required by the Construction Contract and related Contract Documents.

Mark Albertson
Architect
June 22, 2022

8/13/22, 6:39 PM Mail - Yader Bermudez - Outlook
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FW: BUILDER'S RISK INSURANCE
Angela Walton <[email protected]>
Sat 8/13/2022 5:59 PM
To:Yader Bermudez <[email protected]>
Is this what you are looking for?

Angela Walton
Administrave Services Project Manager
Public Works - Administrave Services
City Cell : (510) 255-9688 – Primary Contact
Office Landline: (510) 621-1610 – Secondary Contact

P Please consider the environment before prinng this email

From: Angela Walton <[email protected]>
Sent: Thursday, June 23, 2022 3:28 PM
To: Jim Reilly <jimreilly@ango-reilly.com>
Cc: Yader Bermudez <[email protected]>; Noni Thomas <[email protected]> Subject: BUILDER'S RISK INSURANCE

Mr. Reilly,

It has been brought to my attention that the City has not yet received your Builder’s Risk Insurance as required in the construction agreement Section 1.9.c:

(c) Contractor shall require and verify that all subcontractors or other parties hired for the Project purchase and maintain coverage for indemnity and insurance at least as broad as specified in the Project Specifications to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this Agreement. Contractor shall include the following language in their agreement with subcontractors: “Subcontractors hired by Contractor agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under the Contract Documents and provide a valid certificate of insurance and the required endorsements included in the agreement as proof of compliance prior to commencement of any work and to include this same requirement for any subcontractors they hire for this work. A copy of the insurance and indemnity requirements of the Contract Documents will be furnished to the subcontractor upon request.” Contractor shall have furnished the City with evidence of the insurance coverage meeting the insurance requirements set forth in Project Specifications for each subcontractor prior to initiating any work on the Project, including Builder’s Risk insurance with appropriate coverage for the cost of construction. The periods for submittal, review and approval shall apply as stated in subparagraph (b) above.

Please forward that information to me as soon as possible. Let me know if you have an questions. Thanks!

8/13/22, 6:39 PM Mail - Yader Bermudez - Outlook
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Angela Walton
Administrave Services Project Manager
City of Richmond Public Works - Administrave Services
Main Ofc – 440 Civic Ctr. Plaza, 2nd Flr., Richmond, CA 94804| Corp Yard - #6 – 13th St., 2nd Flr. | Richmond, CA 94801 Office Landline: (510) 621-1610 | City Cell : (510) 255-9688 - Primary | Fax: (510) 231-3013 | Ofc. Hrs. 7:00 am – 3:30 pm

P Please consider the environment before prinng this email

1970 Broadway, Suite 670 Oakland, CA 94612 Tel: Fax: 510.930.3300 510.930.3400 Garret D. Murai [email protected] August 11, 2022 VIA REGISTERED MAIL RETURN RECEIPT REQUESED AND ELECTRONIC MAIL/ [email protected] Attn: Joe Leach CITY OF RICHMOND 450 Civic Center Plaza Richmond, CA 94804

Re: Richmond BTA Community Center Fire Damage Reconstruction Project Dear Mr. Leach: As I believe you are aware, our office represents Angotti & Reilly, Inc. (“A&R”), the City of Richmond’s (“City”) contractor on the Booker T. Anderson (BTA) Community Center Fire Damage Reconstruction Project located at 960 S. 47th Street, Richmond, California (“Project”). I, along with Jim Reilly of A&R, participated in a Zoom call with yourself, Yader Bermudez, Laura Marquez and James Atencio of the City on July 11, 2022 regarding builder’s risk insurance on the Project. This letter is being sent pursuant to Section 3.8 of that certain Construction Agreement between A&R and the City for the Project. A. Prior Vandalism at the Project Site As you may recall, the Zoom call on July 11, 2022 was prompted by vandalism that occurred at the Project this past Spring whereby vandals had stolen a considerable amount of copper piping and had damaged switch gear located at the Project. During the Zoom call the parties discussed the need to have builder’s risk policy in place to protect the City as well as A&R. B. Coverage Provided Through the California Joint Powers Risk Management Authority (CJPRMA) On July 12, 2022, following the Zoom call, Ms. Bermudez, the City’s project manager on the Project, sent an email to Mr. Reilly stating that “Laura [Marquez] will follow up with copy of the City’s Builder’s Risk Insurance.” A true and correct copy of Ms. Bermudez’ email is enclosed as Exhibit A.

Attn: Joe Leach CITY OF RICHMOND August 11, 2022 Nomos LLP Page 2 On July 14, 2022, Ms. Bermudez sent A&R a Memorandum of Coverage effective from July 1, 2021 through June 30, 2022 issued by the California Joint Powers Risk Management Authority (“CJPRMA”) (“CJPRMA Policy”). The CJPRMA Policy appears to be the same policy referred to in Ms. Bermudez’ response to A&R’s RFI No. 1, in which she included an email from Ms. Marquez, in which Ms. Marquez stated “[c]onfirmed that the CJPRMA property insurance program does include course of construction for projects for projects not exceeding $100M, which is the case here.” A true and correct copy of A&R’s RFI No. 1 and Ms. Bermudez’s response are enclosed as Exhibit B. Upon review it was determined that the CJPRMA Policy, in addition to being expired, does not in fact provide builder’s risk coverage. Specifically, Section 1 – Coverages, states that the CJPRMA Policy only provides coverage for third party claims against the City for bodily injury, property damage, personal injury, public officials errors and omissions or employment practices liability: The Authority will pay up to the limit of coverage those sums for ultimate net loss in excess of the retained limit that the covered parties become legally obligated to pay as damages because of bodily injury, property damage, personal injury, public officials errors and omissions or employment practices liability as those terms are herein defined and to which this agreement applies, caused by an occurrence during the coverage period, except as otherwise excluded. See CJPRMA Policy, Section 1 – Coverages. Further, Section VI – Exclusions, makes clear that the CJPRMA Policy does not provide builder’s risk coverage and does not cover damages other than money or property owned by the City: This agreement does not apply to: ***** 6) Damages Other Than Money Ultimate net loss arising out of relief, or redress, in any form other than money damages. ***** 29) Property of a Covered Property Property damage to:

Attn: Joe Leach CITY OF RICHMOND August 11, 2022 Nomos LLP Page 3 (a) property owned by the covered party; See CJPRMA Policy, Section VI – Exclusions. On July 19, 2022, A&R sent an email to Ms. Bermudez, Mr. Marquez and others at the City in which it stated that A&R’s insurance broker, Woodruff Sawyer, had reviewed the CJPRMA Policy, that the policy does not provide “any form of Property Coverage, let alone Builders Risk coverage,” and requesting that “the City provide us with evidence of Property Coverage and a copy of the Policy.” A true and correct copy of A&R’s email is enclosed as Exhibit C. On July 26, 2022, A&R sent a follow up email explaining that the CJPRMA Policy “was for Liability Coverage. It did not include any Property coverage. It specifically excluded property damage on Page 24, Par. 29” and further stating that “we are requesting that our broker approach Underwriters to see if it is possible for us to obtain a Builder’s Risk policy to move the project forward. If we can obtain a policy we will submit the cost as a change order request.” A true and correct copy of A&R’s email is enclosed as Exhibit D. On August 3, 2022, not having received a response from the City, A&R sent a proposed change order to the City which included a builder’s risk policy quote. A true and correct copy of the change order is enclosed as Exhibit E. To date, A&R has received no response from the City despite several calls and emails to the City and the Project architect, Mark Albertson. C. Conclusion This Project has already been vandalized on at least two occasions, and while the City has indicated that it has property insurance covering builder’s risk, it has not produced a policy providing such coverage to date. This obviously creates a risk for the City as well as A&R should further vandalism or property damage occur on the Project including damage caused by fire, which, notably, was the reason the City originally bid this Project, damage caused by pollutants, and damage to materials in transit and on-site. In the meantime, A&R is unable to begin work, which will impact the project schedule, project costs including extended overhead, and leaves the Project site further exposed to risk. As such, A&R asks that the City either provide evidence of a builder’s risk policy in which A&R and all subcontractor are named as additional insureds and which includes a waiver of subrogation including damages due to earthquake, earth movement, flood and delayed opening. Alternative, A&R asks that the City sign its change order so that it can move forward with securing builder’s risk insurance on its own. [INTENTIONALLY LEFT BLANK]

Attn: Joe Leach CITY OF RICHMOND August 11, 2022 Nomos LLP Page 4 Sincerely, NOMOS LLP By: Garret D. Murai GDM:gdm cc Angotti & Reilly (via email) James Atencio, Esq. (via email and registered mail) ([email protected]) Mark Albertson (via email) ([email protected]) Yader Bermudez (via email) ([email protected]) Laura Marquez (via email) ([email protected])

Exhibit A

Thursday, August 11, 2022 at 10:27:10 Pacific Daylight Time

Subject:Re: Richmond Community Center, Workmans Comp Cert.

Date:Tuesday, July 12, 2022 at 2:05:55 PM Pacific Daylight Time From:Yader Bermudez
To: Jim Reilly
CC: Joe Leach, Laura Marquez, Garret Murai, James Atencio, Mark Albertson (via email, Kevin Reilly, Domenic
Appreciated. Laura will follow up with copy of the City’s Builder’s Risk Insurance Yader A Bermúdez
Re@red Annuitant
Public Works Director
City of Richmond
iPhone at 510 774-6300
On Jul 12, 2022, at 12:12 PM, Jim Reilly <[email protected]> wrote:

This email originated from outside of the City's email system. Do not open links or a[achments from untrusted sources.

All,

As discussed at our mee@ng yesterday a\ernoon we are sending an updated Workmans Compensa@on Insurance Cer@ficate for your records.

Jim Reilly

AngoW & Reilly, inc
2200 Jerrold Avenue, Suite E
San Francisco, CA 94124
415 575-3700
fax 575-1470
license 473263

<AngoW & Reilly Workmans Comp insurance cert 22-23.pdf>

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Exhibit B

RFI NO:

DWG REF:

SPEC REF:

REQUEST FOR INFORMATION Number of Pages:

PROJECT TITLE: Richmond Community Center ATTN:

JOB #: 6055
cc:

CONTRACTOR:

REQUESTED BY:

SUBJECT:

None Add Deduct To Be Determined
Cost Impact
CIRCLE ONE: ROUTINE / URGENT Schedule Impact
RESPONSE REQUESTED BY: (DATE) 01-Jun-22

INFORMATION NEEDED
SIGNATUREJim Reilly
DATE

COMPANY
REPLY

SIGNATURE
DATE

COMPANY
Builders Risk Insurance
1 Please confirm that the existing Fire Insurance Policy on the Community Center is cover Builders Risk for this project.

Mark Albertson
Jim Reilly
06/29/2022
Angotti & Reilly Inc
Angottti & Reilly

Thursday, August 11, 2022 at 10:30:01 Pacific Daylight Time

Subject:Fw: BTA Request for Informa5on
Date:Thursday, June 2, 2022 at 2:36:42 PM Pacific Daylight Time From:Yader Bermudez
To: Jim Reilly
CC: Mark Albertson
the response from our Risk Management is below. Is this good enough? YADER A BERMUDEZ, Retired Annuitant
City of Richmond, CA
Wastewater Program Manager
(510) 774-6300
From: Laura Marquez <[email protected]>
Sent: Thursday, June 2, 2022 2:15 PM
To: Yader Bermudez <[email protected]>
Cc: Anil Comelo <[email protected]>
Subject: RE: BTA Request for InformaQon

Confirmed that the CJPRMA property insurance program does include course of construcQon for projects not exceeding $100M, which is the case here.

Thank you.

Laura Marquez
Risk Manager
City of Richmond
O| 510.620.6974
F | 510.620.6811
[email protected]

From: Yader Bermudez <[email protected]> Sent: Wednesday, June 1, 2022 12:14 PM
To: Laura Marquez <[email protected]>
Cc: Anil Comelo <[email protected]>
Subject: Re: BTA Request for InformaQon

As requested
YADER A BERMUDEZ, Retired Annuitant
City of Richmond, CA
Wastewater Program Manager
(510) 774-6300

From: Laura Marquez <[email protected]>
Sent: Wednesday, June 1, 2022 9:51 AM
To: Yader Bermudez <[email protected]>
Cc: Anil Comelo <[email protected]>
Subject: RE: BTA Request for InformaQon

Hi Yader,
Can you send the email that was sent on 5/25/22, that had the aWachment. I’m not able to find that one, not even in my archives.

Thanks.

From: Yader Bermudez <[email protected]>
Date: May 25, 2022 at 7:53:17 PM PDT
To: Laura Marquez <[email protected]>
Cc: [email protected]
Subject: BTA RFI #1
Please confirm insurance coverage as requested on RFI#1. Thanks <RFI 1 Richmond Community Center Builders Risk.xlsx>

Laura Marquez
Risk Manager
City of Richmond
O| 510.620.6974
F | 510.620.6811
[email protected]

From: Yader Bermudez
Sent: Wednesday, June 1, 2022 9:12 AM
To: Laura Marquez <[email protected]>
Cc: Anil Comelo <[email protected]>
Subject: Re: BTA Request for InformaQon

Laura, please provide a response to this Contractor RFI#1 YADER A BERMUDEZ, Retired Annuitant
City of Richmond, CA
Wastewater Program Manager
(510) 774-6300

From: Yader Bermudez
Sent: Thursday, May 26, 2022 6:35 AM
To: Laura Marquez <[email protected]>
Subject: Fwd: BTA Request for InformaQon

Please confirm the City Fire Insurance cover the Contractor working on the BTA fire RestauraQon Yader A Bermúdez
ReQred Annuitant
Public Works Director
City of Richmond
iPhone at 510 774-6300
Begin forwarded message:

From: Yader Bermudez <[email protected]>
Date: May 25, 2022 at 7:53:17 PM PDT
To: Laura Marquez <[email protected]>
Cc: [email protected]
Subject: BTA RFI #1
Please confirm insurance coverage as requested on RFI#1. Thanks <RFI 1 Richmond Community Center Builders Risk.xlsx>
Yader A. Bermudez, ReQred Annuitant
Public Works Director
City of Richmond,
450 Civic Center Plaza
Richmond, CA 94804
(510) 774-6300

Exhibit C

Thursday, August 11, 2022 at 10:57:01 Pacific Daylight Time

Subject:Richmond Community Center, Builders Risk
Date:Tuesday, July 19, 2022 at 10:56:48 AM Pacific Daylight Time From:Jim Reilly
To: Yader Bermudez (via email, Mark Albertson (via email, [email protected], James Atencio, Joe Leach
CC: Kevin Reilly, Domenic, MaRy, Garret Murai
All,

We, and our insurance broker, Woodruff Sawyer, have reviewed the Memorandum of Coverage which Yader Bermudez transmiAed on July 14th.

This Memorandum refers to Liability Coverage provided by the Joint Powers.

There is no menJon of any form of Property Coverage, let alone Builders Risk coverage.

We request that the City provide us with evidence of Property Coverage and a copy of the Policy.

If the Policy exists, we request to be named as an insured including all our subcontractors in all Jers.

We would require a Waiver of SubrogaJon in our favor, a definiJon that we are not responsible for any deducJbles and that we are not responsible for earthquake, earth movement and flood and delayed opening expenses.

Please let us know as soon as possible if the City can provide the required coverage. We can’t proceed with the work without Builders Risk coverage.

Jim Reilly

AngoR & Reilly, inc
2200 Jerrold Avenue, Suite E
San Francisco, CA 94124
415 575-3700
fax 575-1470
license 473263

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Exhibit D

Thursday, August 11, 2022 at 11:00:10 Pacific Daylight Time

Subject:Richmond Community Project, Your le5er of 7-20-22 Date:Tuesday, July 26, 2022 at 4:19:43 PM Pacific Daylight Time From:Jim Reilly
To: [email protected]
CC: Joe Leach, Yader Bermudez (via email, Mark Albertson (via email, James Atencio, Kevin Reilly, Domenic, Ma5y, Garret Murai
Ms. Marquez,

We’ve reviewed your letter of July 20, 2022 and it doesn’t correspond to your answer to RFI 1 or our subsequent discussion and agreement.

We seem to be talking past each other. The Memorandum that we received was for Liability Coverage. It did not include any Property coverage. It specifically excluded property damage on

Builders Risk policies cover both the interests of the Owner, Contractor and Subcontractors for the value of the new work being incorporated into the project before final completion. Many existing property policies have provisions for adding Builders Risk coverage. The standard AIA A201 General Conditions require the Owner to provide Builders Risk insurance in Section 11.

Item 1 in your letter is incorrect. The City is already named as additional insured on our Accord form dated 3/24/22. This document is attached to the executed Construction Contract. Also, we started this project in May. We’ve been on the site multiple times. We have provided multiple RFIs and Submittals. We are in contract with multiple subcontractors. The City has already issued two ASIs which we are pricing. We have clearly started but have been delayed by damage to the building prior to our start and due to the City’s failure to provide Builder’s Risk insurance as agreed. We are ready to start the Abatement/Demo Phase once we have approval of the Abatement Plan which is Submittal #10, dated July 12, 2022

Item 2 is, also, incorrect. The City won’t or can’t provide a copy of a policy showing that the City has Builders Risk coverage for this project. Based on this failure by the City we are requesting that our broker approach Underwriters to see if it is possible for us to obtain a Builders Risk policy to move the project forward. If we can obtain a policy we will submit the cost as a change order request.

We hope all this can be resolved so that we can continue and finish the Project for the Community to use.

Jim Reilly

Ango0 & Reilly, inc
2200 Jerrold Avenue, Suite E
San Francisco, CA 94124
415 575-3700
fax 575-1470
license 473263

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Exhibit E

450 Civic Center Plaza, Suite 310, Richmond, CA 94804-1630 Telephone: (510) 620-6974 Fax: (510) 620-6811 www.ci.richmond.ca.us

RISK MANAGEMENT DEPARTMENT

July 20, 2022

Jim Reilly
Angotti & Reilly, Inc
2200 Jerrold Avenue, Suite E
San Francisco, CA 94124

Re: Insurance Requirements for Richmond BTA Community Center Project

Dear Mr. Reilly:

We received your email inquiring about the City’s insurance coverage and the request to add your company as an additional insured. We will not comply with your request. The builder’s risk insurance is intended to cover the City of Richmond and its property. It does not cover the contractor, as that would violate all the principles of risk transfer to add the contractor as an insured to any city policies. Further, as required by contract, the City of Richmond must be added as an additional insured to your general liability policy.

To reiterate, the contractor’s/builder’s risk coverage provides coverage to the City’s property. It does not cover your property or the subcontractor’s property. It is the contractor’s responsibility to provide coverage for their, or the subcontractor’s, property.

Based on the foregoing, your options are:

1. Angotti & Reilly, Inc. provides general liability insurance and designates the City of Richmond as an additional insured, as discussed and outlined in the contract requirements, and start the project immediately.

or

2. Angotti & Reilly, Inc. complies with the contract and provides the builder’s risk policy (which the City agreed to waive since we have builder’s risk insurance for the City’s property).

If you choose not to comply with the terms of the contract, the City of Richmond must move on to the next responsive bidder.

Please provide us with your response by 5:00 p.m. on July 26, 2022.

Insurance Requirements for Richmond BTA Community Center Project Angotti & Reilly, Inc

Thank you.

Laura Marquez
Risk Manager
City of Richmond
O| 510.620.6974
[email protected]

cc: Shasa Curl, City Manager
James Atencio, Senior Assistant City Attorney
Joe Leach, Public Works Director
Yader Bermudez, Project Manager
Mark Albertson, Architect

Laura
Marquez
Digitally signed by Laura Marquez
DN: cn=Laura Marquez, o=City of
Richmond, ou,
[email protected]
d.ca.us, c=US
Date: 2022.07.20 11:59:27 -07'00'

8/14/22, 8:55 AM Mail - Yader Bermudez - Outlook
https://outlook.office365.com/mail/deeplink?Print 1/1
Richmond Community Center, Builders Risk
Jim Reilly <[email protected]>
Tue 7/19/2022 10:56 AM
To:Yader Bermudez <[email protected]>;Mark Albertson (via email <mark@architects- ma.com>;Laura Marquez <[email protected]>;James Atencio <[email protected]>;Joe Leach <[email protected]> Cc:Kevin Reilly <[email protected]>;Domenic <[email protected]>;Matty <[email protected]>;'Garret Murai' <[email protected]> This email originated from outside of the City's email system. Do not open links or aachments from untrusted sources.

All,

We, and our insurance broker, Woodruff Sawyer, have reviewed the Memorandum of Coverage which Yader Bermudez transmied on July 14th.

This Memorandum refers to Liability Coverage provided by the Joint Powers.

There is no menon of any form of Property Coverage, let alone Builders Risk coverage.

We request that the City provide us with evidence of Property Coverage and a copy of the Policy.

If the Policy exists, we request to be named as an insured including all our subcontractors in all ers.

We would require a Waiver of Subrogaon in our favor, a definion that we are not responsible for any deducbles and that we are not responsible for earthquake, earth movement and flood and delayed opening expenses.

Please let us know as soon as possible if the City can provide the required coverage. We can’t proceed with the work without Builders Risk coverage.

Jim Reilly

Ango & Reilly, inc
2200 Jerrold Avenue, Suite E
San Francisco, CA 94124
415 575-3700
fax 575-1470
license 473263

August 19, 2022

Library and Community Services

DATE: August 19, 2022
TO: Mayor Butt and Members of the City Council
FROM:

LaShonda White, Interim Director of Library and
Community Services
Denée Evans, Transportation Services Project Manager

Subject:

Contract with Charleston Mobility, LLC for Emergency
Bike Share Pilot
FINANCIAL IMPACT: The operations and service fees associated with this contract are funded through the funds set aside via the FY 2022-2023 Environmental and Community Investment
Agreement (ECIA) Transportation budget and based on
the First Mile/Last Mile Transportation Strategic Plan
(11785051 400201 2A108).

PREVIOUS COUNCIL
ACTION:

June 4, 2019, and July 20, 2021

STATEMENT OF THE
ISSUE:

The Transportation Division is requesting approval of a sole source contract with Charleston Mobility, LLC.,
which is owned by the exclusive supplier for the current electric bikes, to manage the operations needed to re-
launch, evaluate, and scale the City's bike share system.

RECOMMENDED ACTION:

APPROVE a sole source contract with Charleston
Mobility, LLC., to manage the operations of the City’s
bike share program, for a total amount not to exceed
$345,000, with a term beginning August 24, 2022, and
ending June 30, 2023 – Library and Community Services
(LaShonda White/Denée Evans 510-621-1718).

AGENDA
REPORT

August 19, 2022
DISCUSSION:

Why Bike Share is Important

It is important to maintain bike share services in Richmond for several reasons. Bike sharing is a form of short-term bicycle rental where people can access a shared fleet of bicycles as needed. Bicycle sharing programs provide safe and convenient access to bicycles for short trips, such as running errands or transit-work trips. With a focus on connectivity and a reduction in greenhouse gas reductions, maintaining a bike share program is consistent with the City’s First Mile Last Mile Strategic Plan, General Plan 2030 and its obligations to develop community-based greenhouse gas reduction programs under the Chevron Environmental and Community Investment Agreement.

The Transportation Division has committed to provide electric bikes, hubs, and low-cost membership incentives to other local existing/pending shared mobility focused projects.

As such, the City is seeking to continue the bike share program that was abruptly abandoned by the current operator, Bolt Mobility, without proper notice to the City of Richmond.

A Brief Recap of Events leading to Charleston Mobility, LLC

The Transportation Division received funds from the Metropolitan Transportation Commission (MTC) Capital Bike Share Grant to develop an electric bike share program.

Gotcha, LLC was selected through a competitive bid process. On June 4, 2019, the City Council approved the acceptance of the MTC grant in the amount of $1,024,000, and a contract with Gotcha, LLC, in an amount not to exceed $868,000 for the development of a publicly available bike share program in Richmond. On January 29, 2021, Gotcha, LLC., as a wholly-owned subsidiary of Bolt Mobility Corporation (Bolt Mobility) entered contract amendment 1, with the City (Attachment 1). Bolt Mobility assumed the duties and assets of operating the bike share program.

On June 15, 2021, Bolt Mobility launched the eBike share program after experiencing program launch delays due to the COVID-19 pandemic and supply chain impacts.

In early July, after providing almost a year of uninterrupted bike share operations, national news reports announced that Bolt Mobility abruptly ceased operations within several markets leaving behind hundreds of locked bikes and hubs without notice. Bolt Mobility left approximately 60 bikes with dead batteries at various hubs throughout the city and defaulted on their local warehouse lease containing over 150 additional bikes and equipment. Richmond Transportation staff attempted to reach the Bolt representatives without receiving any response.

On August 3, 2022, Bolt released a statement on their website:
(https://www.micromobility.com/), which explained that Bolt Mobility lost critical equity investors and were forced to significantly scale back their operations. Richmond never received direct communication as to the status of the Richmond bike share program.

On August 4, 2022, the Richmond legal department sent a written notice via Fed Ex to Bolt Mobility that it failed to comply with the terms of the existing contract (Attachment

August 19, 2022
2). The letter explained the actions that City staff would take to remove the remaining bikes from the city right-of-way, gave the company a deadline of September 4, 2022, to respond to the letter, or compensate the City for liquidated damages in the amount of $529,200. The letter also stated that the company could contest the liquidated damages to or the City would keep the bikes as compensation for the liquidated damages.

Sean Flood, from EFO Ventures, contacted the mayor’s office and offered to send a team member with the programming and equipment required to unlock the abandoned bikes and to meet with Transportation staff to discuss options to reinstate the abandoned bike share operations. Sean Flood and David Touwsma are the co- managers of EFO Ventures. They developed the Gotcha program software, and designed the electric bikes and parts used in the Richmond bike share program.

EFO Ventures is an investment studio, owned by David Touwsma & Sean Flood, and is focused on the mobility sector. The companies in the portfolio include, Element (Exclusive manufacture of the e bikes used in Richmond CA), Charleston Mobility, LLC. (shared mobility operator), Hello Llama (mobility safety software), Frog Mobility (scooters and bike operations in Europe), Ottr (bike share operator in UK) and MIXTE Electric (eBike manufacturer directly sold to consumers).

On August 8, 2022, David Touwsma, came to Richmond to assist the Transportation and Public Works staff to unlock, remove and store the remaining bikes in a secure City facility. Mr. Touwsma and Transportation staff discussed the challenges experienced under Bolt operations and considered several options to improve and resume the bike share program.

It became apparent to City staff that the proprietary factors associated with the equipment used in Richmond would prohibit the City from simply assigning the bike share management to another bike share company or bike business. The software, battery and other hardware used in Richmond is proprietary to Element which is the company that manufactures the bikes and is owned by EFO Ventures. However, Charleston Mobility, LLC., often partners with local bike shops or community groups to assist with recharging batteries, bike maintenance, and other services.

Project Phases

Mr. Touwsma met with Transportation staff and proposed an action plan that can be implemented in three phases and each phase builds upon the previous one. Phase One is for the emergency program reinstatement and securing additional funds to expand the program.

The first phase is the focus of this report. It is an emergency pilot program to reinstate services and other local shared mobility project commitments within 30 days of contract execution with Charleston Mobility, LLC. This plan allows for the continuation of some form of a bike share program and the ability to purchase additional bikes (via approved budget amendments and demonstrated needed) while the details of bike ownership are resolved by the Richmond City Attorney’s office. The number of bikes that are deployed

August 19, 2022
during this pilot phase and the payment to the vendor is contingent upon a number of factors including but not limited to the City of Richmond gaining legal access to existing electric bikes and available funding. Transportation staff will continue to seek additional funding to sustain the bike share program beyond the emergency pilot program.

Phase One - Emergency Pilot Plan – immediate action
The objective is to re-launch the bikeshare program and limit the total assets deployed to a maximum of 100 bikes. This will allow time to stabilize, repair, engage in growth plans, and measure the outcomes and effectiveness of the program.

Task for the Pilot Program (to include or expand upon the following):

Work with the Transportation Division to set a schedule for bike deployment, to reinstate bike share and to fulfill other pending grant-funded shared mobility projects.

1. Review existing, approved bike hub sites to determine optimal quantity of bikes per location based on historic data and new data obtained from re-launch.

2. Conduct a full analysis of the entire existing fleet including recovered/abandoned bikes. Assess conditions and repair/replace parts as required.

3. Reprogram firmware/software to operate bikes.

4. Address security issues by updating the ability for prior operators to access through Bluetooth code change and securing against battery/bike theft.

5. Rebrand assets to remove Bolt/Gotcha

6. Hire a local operations team to:
a. Maintain fleet at proper battery level minimums (below 20% needs replacement)
b. Rebalance bikes to optimize ridership and provide value-added service c. Implement safety and cleanliness protocol/requirements for fleet d. Provide community outreach and rider education
e. Increase monitoring to reduce bike theft and vandalism

7. Conduct mid-term program evaluation with Transportation Division and prepare Phase 2 program growth plan.

8. Work diligently on grant funding that would allow for the full funding and expansion of the bike share program Phase 2.

The total cost of the emergency bike share pilot is $345,000, as referenced in the table listed below:

Project Category Comments Item Budget Total Budget
for Phase I
Planning Re-launch assessment
and growth assessment
$10,000.00 $10,000.00
Platform Updates and operational
oversight - per month for
6 months
$7,500.00 $45,000.00

August 19, 2022
Maintenance &
Operations and Outreach
* Operational Lead (20
hours/week @ $20/hour)

* Lead Mechanic (20
hours/week @ $20/hour)

* Rebalance/Recharging
Labor (20 hours/week @
$17/hour)

Per month for 6 months
$5,000.00 $30,000.00
Software/SIM $15/device/month (100
bikes) - per month for 6
months
$1,500.00 $9,000.00
Warehouse/Insurance Per month for 6 months $6,000.00 $36,000.00 Program Sub-Total $130,000.00

Capital Expense
Bike Acquisition
Contingency
$1600 @ 100 $160,000.00 $160,000.00
Batteries/Parts $300/battery @ 150

$45,000.00

$45,000.00
Estimate of Misc.

Parts
$10,000.00 $10,000.00
Capital Sub-Total $215,000.00
TOTAL $345,000.00

The contractor shall submit monthly invoices outlining the work performed and hours worked within each Project Category listed above. Payment is contingent upon worked performed, access to required infrastructure and equipment, and submission of agreed upon deliverables as outlined in the Scope of Work. Based on the initial assessment and if agreed upon by both parties, the budget can be amended to best meet the needs of the program without exceeding the approved contract limit. A bike acquisition contingency is being set aside in the amount of $160,000. The consultant must secure written approval prior to any use of the contingency.

Phase Two will allow the city to launch the additional assets and locations determined in Phase 1 with the goal to increase to total assets deployed of 300. During Phase 2, the objective is to continue to work diligently on grant funding that would allow for the full funding of Phase 3.

Phase Three is focused on creating a long-term sustainability plan. During this phase it allow the city to operate effectively and provide a long term sustained service for the community.

August 19, 2022
Upon completion and assessment of phase one, staff will return to Council to report on the recommended actions for phase two and phase three tasks, and request additional funds, if needed.

Transportation staff requests approval to enter a contract between Charleston Mobility, LLC. and the City of Richmond in the amount not to exceed $345,000, with a term of August 24, 2022, and expiration on June 30, 2023. Phase one is scheduled for six months with a plan to conclude by the end of February 2023; however, four months was added to the contract term to allow for additional time to complete the necessary work, if required.

DOCUMENTS ATTACHED:

Attachment 1 -- Original Gotcha Contract and Amendment 1 Attachment 2 – Legal Correspondence to Bolt
Attachment 3 – Charleston Mobility, LLC Contract
Attachment 4 – Sole Source

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:

Charleston Mobility, LLC • 433 Bishop Street, Suite B1 • Atlanta, GA 30318

EXHIBIT A

SCOPE OF WORK

Implement a phased approach which maximizes quick call to action (within 30 days) and minimizes expenditures while we stabilize and plan for additional phases to achieve the city vision for the program. This first phase is focused on a 6-month horizon.

Emergency Pilot Plan
The objective is to re-launch bikeshare and limit the total assets deployed to a max of 100. The number of bikes that are deployed during this pilot phase and the payment to the vendor is contingent upon a number of factors including but not limited to the City of Richmond gaining legal access to existing electric bikes and available funding. This will allow time to stabilize, repair, engage in growth plans and measure performance.

Tasks (to include or expand upon the following):

Work with the Transportation Division to set a schedule for bike deployment, to reinstate bike share and to fulfill other active and pending grant funded shared mobility hub bike share commitments:

1. Review existing approved bike hub sites to determine optimal quantity of bikes per location based on historic data and new data obtained from re-launch.

2. Full analysis of entire existing fleet including recovered/abandoned bikes. Assess conditions and repair/replace parts as required.

3. Reprogram firmware/software to operate bikes.

4. Address security issues by updating the ability for prior operators to access through bluetooth code change and securing against battery/bike theft.

5. Rebrand assets to remove Bolt/Gotcha

6. Enhance Local Operations:
a. Hire a local operations team to maintain fleet at proper battery level minimums (below 20% needs replacement)
b. Rebalance bikes to optimize ridership and provide value-added service c. Implement safety and cleanliness protocol/requirements for fleet d. Provide outreach and rider education
e. Increase bike monitoring to reduce vandalism and theft

7. Conduct mid-term program evaluation with Transportation Services and prepare Phase 2 program growth plan.

8. Work diligently on grant funding that would allow for the full funding and expansion of the bike share program Phase 2.

Additional activities included during the Emergency Pilot:

Planning:
- Re-evaluate Hub Locations
- Assess Condition of Existing Bikes
- Set up Hubs, Zones, Parking, Exclusions in backend dashboard and app - General planning for relaunch
- Mid-term program assessment

Charleston Mobility, LLC • 433 Bishop Street, Suite B1 • Atlanta, GA 30318

Platform:
- Market and Operational Oversight
- Customer Service
- Rebranding
- Firmware Updates for IoT, Display, Battery, etc.
- Access to Spare Parts / Vehicles
- Access to Training / Repair Manuals
- Data Reporting

Maintenance/Operations:
- Rebalancing of Assets
- Repairs focused on Fleet Health
- Recharging of Batteries / Vehicles
- Community Outreach

Software/SIM:
- Consumer App (Leap Branded)
- Mechanic App
- Backend Dashboard
- 24x7 Cellular Connectivity

Charleston Mobility, LLC • 433 Bishop Street, Suite B1 • Atlanta, GA 30318

BUDGET

Contractor shall submit monthly invoices outlining the work performed and hours worked within each Project Category. Payment is contingent upon worked performed, access to required infrastructure and equipment, and submission of agreed upon deliverables as outlined in the Scope of Work. Based on the initial assessment and if agreed upon by both parties, the budget can be amended to best meet the needs of the program without exceeding the approved contract limit of $345,000. A bicycle acquisition contingency is included in the amount of $160,000 and will only be used, pending approval by the City, if needed.

Operational Program Costs
Project Category Comments Item
Budget
Total Budget for
Phase
Planning Re-launch assessment
and growth assessment
$10,000.00 $10,000.00
Platform *See details in the
Scope of Work section
$7,500.00 $45,000.00
Maintenance/Operations * Operational Lead (20
hours/week @ $20/hour)

* Lead Mechanic (20
hours/week @ $20/hour)

* Rebalance/Recharging
Labor (20 hours/week @
$17/hour)

$5,000.00 $30,000.00
Software/SIM $15/device/month for 6
months
$1,500.00 $9,000.00
Warehouse/Insurance Per month for 6 months $6,000.00 $36,000.00 Program Sub-Total $130,000.00

Capital Equipment Costs
Bike Acquisition
Contingency
$1600 @ 100 $160,000.00 $160,000.00
Batteries/Parts $300/battery @ 150

$45,000.00

$45,000.00
Estimate of Misc. Parts $10,000.00 $10,000.00
Capital Sub-Total $215,000.00
TOTAL $345,000.00

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.

Page | 1 Sole Source Form – Rev. May 12, 2016

City of Richmond
Sole Source Justification

THIS FORM MUST BE COMPLETED AND APPROVED PRIOR TO ANY PURCHASE _______________________________________________________________________________ Contact the Purchasing Division and discuss your rationale before completing this form. If Purchasing can help you make this a competitive purchase, then this form will not be required.

Attach this completed/approved form to requisitions when competitive quotes/bids/proposals are not solicited. (Required for requisitions > $3,000)
Requested Sole Source Supplier:

Company Name: ___________________________ Contact Name: ______________________ Address: _______________________________________________________________________ City: _________________________ State: _____________ Zip Code: ____________________ Phone Number (____) ___________ E-Mail _______________________________________ Duration of Contract: ____________________________________ Estimated Cost: $ _______________ Funding Source (Account String)_________________ Is the product/service IT related? Yes_____No _____ If Yes, please attach the approved IT Authorization Form For Product: Is the recommended company the manufacturer of the product? Yes_____ No _____ For Product: Does the manufacturer sell the item(s) through distributors? Yes_____ No _____ Description of Product or Service:

Describe the full scope of work or service contemplated including installation if required; items should include brand, model and part number if applicable; (if additional space is needed, include them in a separate page)

Sole Source Rationale: PLEASE ANSWER ALL THE FOLLOWING QUESTIONS: Explain why the recommended company is the only company that can meet the requirement. Address the following: Are there any other companies who can do this job? What condition (e.g. technological superiority, or performance risks, etc.) exists so that the recommended company has a significant advantage over any other company who can do this job? It is important to sufficiently address the key reason for awarding an order/contract without soliciting competitive bids. The rational must be clear and convincing, avoiding generalities and unsupported conclusions.

(if additional space is needed, include them in a separate page)

Charleston Mobility, LLC
David Touwsma
433 Bishop Street, Suite B1
Atlanta
GA
30318
404
229-9889
[email protected]
August 24, 2022 to June 30, 2023
345,000
11785051-400201-2A108
X
X
X
In 2019, Gotcha Mobility LLC was selected through a formal bid process and awarded a contract to help develop and operate the city's first electric pedal assist bike share program. After the COVID 19 pandemic and supply chain related delays, Bolt Mobility acquired Gotcha in the Fall of 2020. In June 2021, the bike share program was finally launched. By mid May 2022, news spread that Bolt abruptly ceased all operations nationwide without notifying any of its clients leaving behind hundreds of bikes and equipment. Bolt refused to respond to any client inquiries and Bolt defaulted with approximately seven months left in the Richmond contract. The City was contacted by the former Gotcha founders, who also developed the software and designed the Gotcha bikes that Bolt used. They offered to assist with the removal of the abandoned bikes as well as to reinstate the bike share program.

EFO Ventures is an investment studio, owned by David Touwsma & Sean Flood, focused on the mobility sector. The companies in the portfolio include, Element LEV (Exclusive manufacture of the e bikes used in Richmond CA),Charleston Mobility, LLC (shared mobility operator).

Charleston Mobility, LLC, works with Element, the exclusive supplier for the current e bikes, has the proprietary ability to manage the operations needed to re-launch, replace parts/equipment, evaluate and scale the City's system (letter attached).

2 | Page

Complete the following checklist
A specific contractor is the only source of the required item because (check all that apply):

The required items are proprietary to the Contractor, and contractor solely transacts (sells) direct to the customer. (There are no dealers or distributors for contractor).

The required items are proprietary to the Contractor, and contractor does not sell direct to the customer. Contractor solely distributes the item or service through only one dealer or distributor in the United States. (There are no dealers or distributors for contractor).

Note: If item or service is available from more than one source, the item or service may be treated as proprietary, but must be competitively solicited from multiple (two or more) sources.

A specific item is needed:

To be compatible or interchangeable with existing hardware As spare or replacement hardware For the repair or modification of existing hardware Federal or state grant names vendor as condition of funding. (Attach copy of grant that names vendor)
There is a substantial risk in contracting with any other contractor, (e.g., only one contractor has been successful to date in implementing a difficult manufacturing process or the services sought ). In a brief explanation, provide supporting evidence of why other contractors are considered to be unable to overcome the substantial risk.

Continuation of prior Work – Additional item, service or work required, but not known to have been needed when the original order was placed with vendor, and it is not feasible or practicable to contract separately for the additional need. Provide brief explanation and supporting evidence.

(if additional space is needed, include them in a separate page)

Charleston Mobility, LLC, works with Element, the exclusive supplier for the current e bikes, has the proprietary ability to manage the operations needed to re-launch, replace parts/equipment, evaluate and scale the City's system (letter attached).

3 | Page

I acknowledge the City’s requirements for soliciting competitive quotes/bids for purchases over $3,000.00 and the criteria for justification for Sole Source purchases. I have gathered the required information, have made a concerted effort to review comparable/equal equipment/services (e.g., market research), and further affirm that there is no conflict of interest involved in the selection made.

Department: _________________________________
Requester Name and Title: ____________________________________________________________ Note: Requester must be able to defend this justification.

Date:_____________ Phone: _______________
Department Director (Print) _____________________ (Sign) ________________ Date:__________

--------------------------------------------------------------------------------------------------------------------- Submit completed form to the Purchasing Division (Prior to submission to City Manager)

Finance Director:

APPROVED: ____________________ DATE: ___/___/___

NOT APPROVED: ________________ COMMENTS:

____________________________ ______________________________ City Manager City Clerk Attesting to Council Approval (Under $10,000.00) (Over $10,000.00) (Copy of Minutes may be substituted)

Note: Richmond Municipal Code Section 2.52.326 Sole Source Procurement requires final approval by the City Manager and/or City Council. Sole Source must be approved by Finance Director, PRIOR to Council Approval.

PROCEDURE
Sole Source purchase/service are exceptions to the normal bidding process and require a detailed justification. In processing Sole Source requests for supplies, services and/or equipment, the Purchasing Division adheres to and is governed by the principles set forth in City of Richmond Municipal Code Section 2.52.326 Sole Source Procurement.

If you are requesting a particular vendor, brand or product, you must make this fact clear on your Sole Source form.

Your request will then be restrictive and non-competitive, and will fall into a sole source category. If the sole source justification is approved, the requisition can be expedited without the normal bidding requirements.

Such a request should not be made unless you are confident that your request is reasonable and appropriately justified to meet the City’s requirements and withstand any possible audit. The City’s requirements and the format for submitting such requests are contained herein. Sole Source form must be signed by authorized department representative(s). The certification will remain on file for audit purposes.

The following factors DO NOT apply to sole source requests and should not be included in your sole source justification. They will not be considered and only tend to confuse the evaluation process.

1. Personal preference for product or vendor.

2. Cost, vendor performance, and local service (these are generally considered award factors in competitive bidding).

3. Features which exceed the minimum department requirements.

Transportation
Denée Evans, Transportation Services Project Manager
August 12, 2022
510-621-1718
8/18/2022
LaShonda White
Antonio
Banuelos
Digitally signed by Antonio Banuelos
DN: cn=Antonio Banuelos, o=City of
Richmond, ou=Finance Department,
[email protected],
c=US
Date: 2022.08.18 13:16:32 -07'00'
For D. Cuellar
8 18 2022

Charleston Mobility, LLC • 433 Bishop Street, Suite B1 • Atlanta, GA 30318

August 12, 2022

Denée Evans, MA, CPM
Richmond Transportation Department
440 Civic Center Plaza
Richmond, CA 94804
[email protected]
(510) 621-1718

Re: Richmond Bikeshare

Thank you again for the opportunity to partner with you and the City of Richmond. We are in a unique situation where we can step in and fulfill the grant commitments that Bolt abandoned and bring the Bike Share System back to life. As the exclusive manufacturer and provider of the e-bikes you own, we know the proprietary technology and have access to spare parts locally in the USA. We also have the technology platform and firmware designed specifically for these units. As you know, we used this technology over the last few days with you to assist with the recovery of bikes at risk and can utilize this to recover stolen bikes should the opportunity present itself.

EFO Ventures is an investment studio, owned by David Touwsma & Sean Flood, and is focused on the mobility sector. The companies in the portfolio include, Element (Exclusive manufacture of the e bikes used in Richmond CA), Charleston Mobility, LLC. (shared mobility operator), Hello Llama (mobility safety software), Frog Mobility (scooters and bike operations in Europe), Ottr (bike share operator in UK) and MIXTE Electric (eBike manufacturer directly sold to consumers).

Please review our proposal for a Public/Private partnership that we would enjoy moving forward with.

Please let me know if I can provide any additional information. Our approach is to keep the ridership revenue in a fund to offset future growth, expenses and infrastructure. It will not be a profit center for our company, but rather a partnership for expansion of the program.

Qualifications:

• Experience: Sean Flood and I were the original founders and owners of Gotcha Mobility which started in 2009. We were pioneers in municipal and university bikeshare growing Gotcha to over 100 contracted locations before we sold the business in March 2020 to Last Mile Holdings. We have continued to manufacture products for use in mobility sharing businesses and have built a turnkey solution with software, hardware, and technology.

• Product Design: Through our company, Element LEV, we are the exclusive manufacturer and designer of the e-bike fleet that you have in Richmond. At Element, we own the mold for the bikes, batteries, IoT, basket, cover – essentially all the proprietary parts on the bike (ie, not brakes, belt, Shimano parts, etc.).

• Spare Parts: We have access to all spare parts and keep a supply in the US so we can accommodate our customers’ needs for repair and maintenance requests. The battery molds and Battery Management System (BMS) cannot be replicated and must be manufactured at our facility. It speaks

Charleston Mobility, LLC • 433 Bishop Street, Suite B1 • Atlanta, GA 30318

a special communication language with our controller to report battery health, level, error codes, etc. At a minimum, I do know there will be a quick need for batteries, and we do have some in stock to get the system started.

• Firmware: Just as most electronics (think iPhone, computer, etc.) require software updates, our products do as well. This is the battery, IoT, Display, and Motor. As an example, the current firmware allows the SIM card to bounce back and forth between 3G and 4G. We have updated firmware for the IoT that pushes it only to 4G as we know the 3G networks are ending. We had our developers work on this exclusively for months with a great deal of testing and no others have access to this.

• Software: To run a bike share system there must be a consumer app, a mechanics app, and a back- end platform. Our app is designed and ready to accept these bikes quickly and get them back up and running. This is something to not take lightly. The IoTs (on board computers) can only talk with certain platforms and must be integrated through software code to be able to communicate all operational functions like lock, unlock, out of zone, slow zone, maintenance mode. This IoT, because we designed it with our technology team, is integrated into our platform.

• Additional Assets: Being the designer, manufacturer, and overall technology architect, we can easily bring more bikes to Richmond. We can also make any modifications to the bike design to fit any additional needs for the community. We also design stand up e-scooters, sit down e-scooters, and mopeds should there be any interest in adding another asset class. The stand-up scooter shares some of the same technology and the battery becomes swappable. We also do not have anyone else distributing our products for us, so we are the singular source.

• Partnerships: We have historically partnered with local bike shops to handle some or all the operations and repair and would be delighted to work with and manage Rich City Rides. We have many partnerships structured this way and when structured properly provide a winning combination for everyone.

I hope this helps outline why we would be best suited to assist you in re-launching this bikeshare program. Aside from this, we do have a real passion for seeing this project through and connecting the other communities as originally envisioned. Please see our approach to re-launch:

Scope of Work
We propose to address this in a phased approach which maximizes quick call to action (within 30 days) and minimizes expenditures while we stabilize and plan for additional phases to achieve the vision for the program.

Thank you again for the opportunity.

David Touwsma