Agenda — Richmond City Council, November 15, 2022 (part 1 of 5)

MEETING(S) ARE VIRTUAL

SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY

REGULAR RICHMOND CITY COUNCIL AGENDA

Tuesday, November 15, 2022, 2:00 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:

Thomas K. Butt, Mayor
Demnlus Johnson III, Councilmember at Large
Nathaniel Bates, 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 – Open Forum; or 3) 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 11-15-22 CC MTG.

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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 2 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.

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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.

Unless otherwise noted in an agenda description, all actions taken by the Council include a determination that CEQA does not apply (i.e., the action is not a project and therefore exempt from CEQA).

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
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A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 2:00 p.m.

B. ROLL CALL
C. CLOSED SESSION
.

C.1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government Code Section 54957)
Title: City Attorney•
C.2. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) Winehaven v. City of Richmond•
The Guidiville Rancheria of California, et al. v. The United States of America, et. al.
•
North Coast Rivers Alliance et al./Point Molate Alliance et al. v. City of Richmond
•
C.3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
Property: Terminal One
Agency negotiators: Lina Velasco and Dave Aleshire
Negotiating parties: Terminal One Development LLC
Under negotiation: Price and terms of payment
•
Property: Nevin Plaza - 2400 Nevin Plaza
Agency negotiators: Nannette Beacham and Susan Bloch
Negotiating parties: EAH Housing
Under negotiations: Price and Terms of Payment
•
Property: Richmond Bay Marina
Agency negotiators: Craig Murray and Dave Aleshire
Negotiating parties: Richmond Bay Marina, LLC and SHM MBYH, LLC Under negotiations: Price and terms of payment
•
Property: South 45th Street to the west, Wall Avenue to the south, Interstate 80 to the east, and the BART tracks to the north Agency negotiators: Anita Luck, Lina Velasco, and Jesus Morales Negotiating parties: Miraflores Community Devco, LLC
Under negotiation: Price and terms of payment
•
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C.4. CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Sharrone Taylor and Jack Hughes• 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.

C.5. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
One Case•
D. PUBLIC COMMENT BEFORE CLOSED SESSION
E. ADJOURN TO CLOSED SESSION
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F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
6:25 p.m.

G. ROLL CALL
H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. HOUSING AUTHORITY CONSENT CALENDAR
K.1. Continued use of teleconference technology 13
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).

K.2. Housing Authority Meeting Minutes 17
APPROVE the minutes of the Special October 18, 2022, Housing Authority meeting - City Clerk's Office (Pamela Christian 510-620-6513).

L. ADJOURNMENT
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M. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 p.m.

N. ROLL CALL
O. STATEMENT OF CONFLICT OF INTEREST
P. AGENDA REVIEW
Q. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING

CLOSED SESSION
R. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) S. REPORT FROM THE REIMAGINING TASK FORCE - 3rd Tuesday (public comment allowed under Open Forum)
T. OPEN FORUM FOR PUBLIC COMMENT
U. CITY COUNCIL CONSENT CALENDAR
U.1. City Attorney's Office
U.1.a. Legal Services Agreement with Sher Edling LLP 18 ADOPT a resolution authorizing the city manager to execute a legal services agreement with Sher Edling LLP to represent the City of Richmond on a contingency fee basis in litigation over PCB contamination – City Attorney’s Office (Dave Aleshire 510-620-6509).

U.2. City Clerk's Office
U.2.a. Continued Use of Teleconferencing 35
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).

U.2.b. City Council Meeting Minutes 39
APPROVE the minutes of the October 25 and November 1, 2022, Regular City Council meetings - City Clerk's Office (Pamela Christian 510-620-6513).

U.3. City Council
U.3.a. Noise Issues Coming from Port Industries 55
DIRECT staff to bring a report to the City Council in December that addresses ways to regulate the major noise issues coming from Port Industries - Councilmember Gayle McLaughlin (510-620-6636). 11-15-22 CC MTG.

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U.4. Community Development
U.4.a. Two-month Extension of Rebuilding Together East Bay North/SOS Contract
57 APPROVE an Amendment No. 2 of the Rebuilding Together East Bay-North (RTEBN) contract to extend the term to January 31, 2023, and increase the contract limit by $166,504.72, for a new total contract limit not to exceed 1,150,479.72, to continue providing encampment services and job opportunities for the unhoused – Community Development (Lina Velasco/Jesus Morales 510-620- 6649).

U.5. Economic Development
U.5.a. Grant Funding from the Bay Area Air Quality Management District (BAAQMD)
121
ACCEPT and APPROPRIATE the $1,003,250 grant award from the Bay Area Air Quality Management District (BAAQMD) to the City of Richmond’s Port Division - City Manager’s Office, Economic Development (Shasa Curl/Lizeht Zepeda 510-620-6653).

U.6. Finance Department
U.6.a. Cost of Living Increase for Recipients of the General Pension Fund for 2023
145
ADOPT a resolution approving a three percent annual cost of living increase, in addition to the two percent minimum cost of living increase, for the recipients of the General Pension Fund, for a total annual cost of living increase of five percent for these recipients – Finance Department (Delmy Cuellar 510-620-6740).

U.7. Human Resources
U.7.a. Third Contract Amendment with George Hills Company 149 APPROVE a third amendment extending the contract with George Hills Company through June 30, 2024, and adding an additional $270,108, to continue providing third-party administration of general liability claims received by the City, for a new total contract amount not to exceed $868,668 – Human Resources Department (Sharrone Taylor/Laura Marquez 510-620-6974).

U.7.b. Amending the City of Richmond Salary Schedule 231 ADOPT a resolution amending the salary schedule to retitle Payroll Supervisor to Payroll Manager and amending the salary ranges for Payroll Manager and Deputy Director of Public Works City Engineer – Human Resources Department (Sharrone Taylor/Nickie Mastay 510- 620-6602).
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U.8. Library and Community Services
U.8.a. Contract with Specialty Vehicle Services 236
APPROVE the sole-source contract with Specialty Vehicle Services, LLC, for consulting services for the design and procurement of a new Bookmobile, for a total amount of $20,300, for a term beginning November 16, 2022, and ending November 15, 2023 – Library and Community Services Department (Diana Lopez 510-620-
5452/Christopher Larsen 510-620-5524).

U.8.b. Approval of the Expenditures Associated with the 2022-2025 California Violence Intervention and Prevention (CALVIP) Grant Award
276
ADOPT a resolution to ACCEPT and APPROPRIATE the
expenditure plan associated with the 2022-2025 California Violence Intervention and Prevention Program (CalVIP) grant award in the amount of $6,000,000; and AUTHORIZE the city manager or their designee to negotiate and execute multi-year contracts, with termination dates ranging from June 30, 2025, through December 31, 2025, with RYSE Center ($1,000,000), Richmond Police Activities League (RPAL) ($1,150,000), Safe Return Project ($1,000,000), Evident Change ($300,000), Literacy for Every Adult Program (LEAP) ($120,000), and for financial audit services ($25,000); and AUTHORIZE the city manager or their designee to execute all budgetary and program amendments approved by the Board of State and Community Corrections, and any associated City contract amendments – Library and Community Services Department
(LaShonda White/Sam Vaughn 510-620-5404).

U.9. Mayor's Office
U.9.a. Small Business Saturday – November 26, 2022 338
PROCLAMATION declaring November 26, 2022, as Small Business Saturday in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510-620-6503).

U.9.b. Design Review Board Appointments 341
APPOINT Umoja Akbar, Design Review Board, Seat #4, Term Expires March 17, 2024; David Plotkin, Design Review Board, Seat #5, Term Expires March 17, 2023 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

U.9.c. Contra Costa County Advisory Council on Aging Appointment 345 APPOINT Cate Burkhart, Contra Costa County Advisory Council on Aging, City of Richmond’s Seat, Term Expires September 30, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
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U.9.d. Transgender Day of Remembrance – November 20, 2022 349 PROCLAMATION declaring November 20, 2022, as Transgender Day of Remembrance in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510-620-6503).

U.9.e. Planning Commission Appointment 352
APPOINT Bhavin Khatri, Planning Commission, Seat #5, Term Expires June 30, 2024 - Mayor’s Office (Mayor Tom Butt 510-620- 6503).

U.10. Police Department
U.10.a. Three-Year Contract with Data Ticket 355
APPROVE a three-year contract with Data Ticket, Inc., from January 1, 2023, through December 31, 2026, to provide parking citation software and payment collection services, in an amount not to exceed $30,000, with two one-year options to renew the contract based on the same terms if approved by both parties - Police Department (Chief Bisa French 510-621-1802).

U.10.b. Contract Amendment with Allied Universal Security Services 425 APPROVE a fourth amendment to the contract with Allied Universal in the total amount of $834,555, including $495,000 for services provided at the Civic Center and Library campuses, as well as $339,555 for services provided to Booker T. Anderson Community Center, for a new contract total amount not to exceed $2,018,253, and an extended term through December 31, 2023, utilizing the first one-year additional time extension – Police Department (Chief Bisa French 510-621-1802).

V. PUBLIC HEARINGS
V.1. Amendments to Richmond Municipal Code Article VI Chapter 6.02 486 INTRODUCE an ordinance (first reading) with an effective date of January 1, 2023, amending Richmond Municipal Code (RMC) Article VI, Building Regulations, Chapter 6.02 by adopting the 2022 California Building Standards Code with noted local amendments – Community Development Department (Lina Velasco/Chris Castanchoa 510-620-6764).

W. NEW BUSINESS
W.1. Marina Lease Amendment and Assignment 565
APPROVE an assignment of Marina Lease to Safe Harbors Marinas (SHM MBYH, LLC); and APPROVE an amended and restated Marina Lease between the City of Richmond and Safe Harbors Marinas (SHM MBYH, LLC) for the balance of the 55-year original lease term ending June 30, 2055 – City Manager’s Office (Craig Murray 510-307-8188). This item was continued from the November 1, 2022, meeting.
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X. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
Y. ADJOURNMENT
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November 15, 2022

City Clerk's Office

DATE: November 15, 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, August 19, 2022, September 19, 2022, October
18, 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

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November 15, 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 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, state 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 the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361

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Reso. No. 139-22

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RESOLUTION NO. -22

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, 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 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, That the Commissioners of the Housing Authority of the City of Richmond finds as follows:

1. As described above, the State of California 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 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 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.

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Reso. No. 139-22

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

I certify that the foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a regular meeting thereof held, on November 15, 2022, by the following vote:

AYES: .

NOES:

ABSTENTIONS:

ABSENT:

Chairperson
(SEAL)
Approved:

Secretary

Approved as to form:

City Attorney

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RHA20Sep2022 – ud/prc

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RICHMOND, CALIFORNIA, October 18, 2022

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804

SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The meeting was called to order at 7:32 p.m. by Chair Thomas K. Butt via teleconference.

G. ROLL CALL

Present: Commissioners Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Chair Eduardo Martinez, Chair Thomas K. Butt, and Tenant Commissioner Jaycine Scott. Absent: Commissioner Nathaniel Bates arrived after roll call.

H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The Public Comment Instructional Video was shown.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. AGENDA REVIEW
None.

K. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Vice Chair Eduardo Martinez
Seconded by Commissioner Gayle McLaughlin
Ayes (8): Commisioners Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Chair Eduardo Martinez, Chair Thomas K. Butt, and Tenant Commissioner Scott
Passed (8 to 0)
K.1 Continued use of teleconference technology
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).

Adopted Resolution No. 2170
K.2 Housing Authority Meeting Minutes
APPROVE the minutes of the Regular September 13, 2022, and Special September 20, 2022, Housing Authority meetings - City Clerk's Office (Pamela Christian 510-620-6513).

Pamela Christian, Clerk Thomas K. Butt, Chairperson

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November 15, 2022

City Attorney's Office

DATE: November 15, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Dave Aleshire, City Attorney
Shannon L. Moore, Chief Assistant City Attorney
Subject:

Legal Services Agreement with Sher Edling LLP
FINANCIAL IMPACT: Sher Edling LLP is being engaged on a contingency fee basis. The firm will advance costs incurred in connection with the firm’s representation of the City of Richmond
under the proposed legal services agreement.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The law firm of Sher Edling LLP specializes in
representing public agencies in environmental cases and currently represents numerous cities in the Bay Area,
including Contra Costa County, in pending or
contemplated PCB litigation. The City of Richmond
wishes to contract with Sher Edling LLP on a contingency basis with the expectation the future recovery will help offset the millions of dollars the City will be required to spend to comply with the NPDES Permit requirements
related to PCB pollutant removal.

RECOMMENDED ACTION:

ADOPT a resolution authorizing the city manager to
execute a legal services agreement with Sher Edling LLP to represent the City of Richmond on a contingency fee
basis in litigation over PCB contamination – City
Attorney’s Office (Dave Aleshire 510-620-6509).

AGENDA
REPORT

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November 15, 2022
DISCUSSION:

Polychlorinated Biphenyls (PCBs) are a group of manufactured chemicals that have been determined to have carcinogenic effects on fish, wildlife, and humans. Under the National Pollutant Discharge Elimination System (NPDES) Permit issued by the Regional Water Quality Control Board (Water Board), the City of Richmond is required to remove PCBs from the environment by building infrastructure and implementing policies that remove PCBs from stormwater before it enters the City’s storm drain network and subsequently the creeks and the Bay.

As reported out after closed session on July 20, 2022, the City Council followed the lead of Contra Costa County and a growing number of Bay Area counties and cities by deciding to opt out of the settlement in the nationwide class action brought by public agencies against Monsanto Company, the manufacturer and seller of PCBs.

The law firm Sher Edling LLP specializes in representing public agencies in environmental cases. The firm’s emphasis is holding polluters accountable for the damage they cause. The firm currently represents numerous cities and several counties in the Bay Area, including Contra Costa County, in pending or contemplated PCB litigation against Monsanto.

Sher Edling LLP’s expertise and experience in the area of PCB litigation, and the firm’s representation of Contra Costa County in what will be regional litigation involving significant overlapping evidence for the public agencies in the region, the City Attorney recommends that the City enter into a legal services agreement with Sher Edling LLP on a contingency fee basis, with expectation that future recovery will help offset the millions of dollars the City will be required to spend to comply with NPDES Permit requirements related to PCB pollutant removal.

Contra Costa County already approved a legal services agreement with Sher Edling LLP with the same basic contingency fee structure set forth in the proposed agreement currently before the City Council. Under the proposed agreement (see Attachment 2), the firm will receive as compensation for its services between 7.5 percent and 18 percent of the net recovery Richmond receives in the litigation, depending on what stage of the litigation recovery occurs. The firm will upfront all litigation costs and will be reimbursed for those costs from any recovery Richmond receives in the litigation before attorneys’ fees are calculated. Both the attorneys’ fees and litigation costs are contingent, meaning that the City will have no obligation to pay the firm for its services or reimburse the firm for any litigation costs in the absences of a recovery in litigation.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution
Attachment 2 – Legal Services Agreement between the City of Richmond and Sher Edling LLP regarding PCB litigation

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Reso. No. XX-22

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RESOLUTION NO . XX-22

RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFOR NIA,

AUTHORIZING THE CITY MA NAGER TO EXECUTE A LEG AL SERVICES

AGREEMEN T WITH SHER EDLING LLP TO R EPRESENT THE CITY OF

RICHMOND ON A CONT INGENCY FEE BASIS IN L ITIGATION O VER PCB

CONTAMINATION

WHEREAS, Polychlorinated Biphenyls ( PCBs) are a group of manufactured chemicals that have been determined to have carcinogenic effects on fish, wildlife and humans; and
WHEREAS , under the National P ollutant Discharge El imination Syste m (NPD ES) Permit issue d by the Regional Water Quality Control Board (W ater Board), the City of Richmond is required to remove PCBs from the environment by building inf rastructure and implementing policies that remove PCBs from stor mwater before it enters the Cit y’s stormdrain network and sub sequently the creeks and t he Bay; and WHEREAS, on July 19, 2022, foll owing the lead of Contra Costa County and a growing number of Bay Area counties and cities, the City Council opted out of the settlement in the natio nwide c lass action bro ught against Mo nsanto C ompany, the manufacturer and seller of PCB s; and
WHEREAS, the law firm of Sher Edl ing LLP specializes in repre senting public agencies in en vironmental cases, holding p olluters accountable for the damage they cause, and currently represent s numerous cities and several counties in the Bay Area, including Contra Costa County , in pe nding or co ntemplated PCB litigation ; and WHEREAS, the C ity of Richmo nd wishes to contract with Sher Edl ing LLP o n a contingency basis with the expectation that future recovery will hel p offset the millions of dollars the City will be required to spend to comply wi th the NPDES Permit requir ements related to PCB pollutant removal.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond hereby authorizes the City Manager to execute a legal services agreement with Sher Edling LLP, in the form approved by the City Attorney that is substantially similar to the attached agreement (Attachment 2), to represent the City of Richmond in a contingency fee basis in litigation over PCB contamination; and

BE IT FURTHER RESOLVED that the foregoing recitations are true and correct and are included here by reference as findings.

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

I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held November 15, 2022, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)

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Reso. No. XX-22

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Approved:

Mayor

Approved as to form:

City Attorney

State of California }
County of Contra Costa : ss.

City of Richmond }

I certify that the foregoing is a true copy of Resolution No. XX-22, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on November 15, 2022.

Pamela Christian, Clerk of the City of Richmond

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City of Richmond
PCB Legal Services Agreement
1 LEGAL SERVICES AGREEMENT

BETWEEN

THE CITY OF RICHMOND & SHER EDLING LLP

REGARDING PCB LITIGATION

1. IDENTIFICATION OF PARTIES. This Agreement is made between Sher Edling LLP (hereafter referred to as “Attorney”) and the City of Richmond, California (hereafter referred to as “Client”).

This Agreement is required by California Business and Professions Code section 6147 and is intended to fulfill the requirements of that section.

2. RETENTION OF FIRM RATHER THAN PARTICULAR ATTORNEY.

Client is retaining the law firm of Sher Edling LLP, not any particular attorney, and attorney services to be provided to Client will not necessarily be performed by any particular attorney.

3. AUTHORIZED REPRESENTATIVE OF CLIENT. Client designates t he Office of the City Attorney as the authorized representatives to direct Attorney and to be the primary individuals to communicate with Attorney regarding the subject matter of Attorney’s representation of Client under this Agreement. This designation is intended to establish a clear line of authority between Client and Attorney but not to preclude communication between Attorney and other representatives of Client.

4. LEGAL SERVICES TO BE PROVIDED. The legal services to be provided by Attorney to Client are as follows: Representation of Client with respect to the following matters (collectively, the “PCB Action”):

a. Contamination related to (i ) polychlorinated biphenyls (PCBs); and/or (ii) other contaminants of concern identified by Client and approved by Attorney (collectively, the “Contaminants”).

b. Claims and/or actions seeking equitable and legal relief, including but not limited to an abate ment fund, and /for damages sustained by Client as a result of actual or threatened contamination , and the past, present, and any future cost incurred to remove the Contaminants, including all writs and appeals related thereto.

5. LEGAL SERVICES SPECIFICALLY EXCLUDED. It is the intent of the parties that Attorney will represent Client in a civil action or actions seeking equitable and legal relief, including but not limited to an abatement fund, damages , and/or injunctive relief in the appropriate court or courts of the State of California and/or the United States District Court, as well as, if requested by Client and agreed to by Attorney (such agreement not to be unreasonably withheld), in any proceeding by writ or appeal related to that action. Legal services that are not to be provided by Attorney under this Agreement specifically include, but are not limited to, the following:

a. Proceedings before any state or federal administrative or governmental

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PCB Legal Services Agreement
2 agency, department, or board. However, with Client’s permission Attorney may elect to appear at administrative proceedings to protect Client’s rights in this litigation, without Client being assessed any additional attorney’s fee in connection with such appearance. This exclusion would not apply to any proceeding determined necessary to exhaust administrative remedies.

b. Defending any legal action(s) against Client or its employees commenced by any person, with the exception of any cross complaints or counter claims filed in the PCB Action described in Paragraph 4. This exclusion would not apply to any legal action filed against Client or Client’s employees arising out of the PCB Action.

c. Execution proceedings on any judgment.

d. Any action with respect to any dispute arising under or concerning this Agreement.

If Client wishes to retain Attorney to provide any legal services for matters excluded from this Agreement, a separate written agreement between Attorney and Client may be required which may require compensation to Attorney in addition to that set forth in Paragraph 8. Alternatively, Client would always have the option to engage other counsel to provide such legal services.

6. RESPONSIBILITIES OF ATTORNEY AND CLIENT. Attorney will perform the legal services called for under this Agreement, keep Client inform ed of material progress and developments, and respond to Client’s inquiries and communications.

Attorney will work at all times under the direction and control of the Office of the City Attorney, which shall have the power to control and supervise the litigation. As the Client’s chief legal officer, and subject to the review and approval , to the extent required, by the Governing Body, the Office of the City Attorney shall retain complete and final authority and control over all aspects of the PCB Action, including specifically (but not limited to) the following:

• decisions regarding settlement of the case are reserved exclusively to the discretion of Client and the Office of the City Attorney;
• any defendant in the PCB Action may contact the Office of the City Attorney directly, without having to confer with Attorney;
• The Office of the City Attorney will retain complete c ontrol over the course and conduct of the PCB Action;
• The Office of the City Attorney retains a veto power over any decisions made by Attorney; and
• Attorneys from the Office of the City Attorney’s office with supervisory authority shall be personally involved in overseeing the litigation at all times.

Client will be truthful and cooperative with Attorney and keep Attorney informed of developments. Attorney will present status reports to Client as events reasonably warrant or at the reasonable request of Client. Attorney and Client mutually acknowledge that Attorney needs to be informed about Client’s plans and anticipated decisions that may materially affect the PCB Action.

Attorney and Client mutually acknowledge that nothing in this Agreement is intended to interfere

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3 with Client’s decisions or judgments concerning the design, operation, or maintenance of its remediation decisions. Accordingly, Attorney and Client will work to assure that each keeps the other fully and timely informed about matters that affect the other. Attorney and Client will work to assure that each keeps the other fully and timely informed about matters that affect the other and Attorney shall consult in advance with and obtain the prior approval of the Office of the City Attorney concerning all substantive aspects of the PCB Action. Additionally, Attorney shall not make or distribute any press releases without the express permission and consent of the Office of the City Attorney.

7. CLIENT RETENTION OF DOCUMENTS. Client acknowledges its responsibility to undertake all necessary effort to identify, preserve, and retain documents concerning potential claims or defenses related to the PCB Action. Additionally, Client will suspend all document destruction policies and implement a litigation hold as necessary to ensure the preservation of relevant documents as advised by Attorney. This litigation hold applies to hard- copy documents; electronically stored data, including backup tapes, legacy systems, and metadata; calendars and planners; and data from text messaging, blogs and social networking sites. This includes preserving all relevant data, regardless of whether it is contained on business or personal computers, personal digital assistants, cell phones etc. The documents need to be preserved in the form in which they currently exist. Client represents that it has not altered or destroyed any relevant documents relating to the subject matter of the litigation since the time it first suspected that litigation on its behalf was likely. Client shall cooperate with Attorney in locating, preserving, and reproducing its records which may be material to the investigation, discovery, prosecution, and trial in the PCB Action.

8. ATTORNEY’S FEES. The compensation that Attorney will receive for the legal services to be provided under this Agreement will consist of a contingent fee.

a. The Contingent Fee.

Attorney will receive the following contingent fee from any Net Recovery (as defined below):

(i) Seven- and one-half percent (7.5%) of the Net Recovery if a settlement is obtained within 6 months of filing the complaint;

(ii) Fifteen percent (15%) of the Net Recovery if such Net Recovery is obtained before the first formal designation of exchange of expert witness es.

Attorney will provide Client with reasonable notice of the date on which formal designation will be required in the case; or

(iii) Eighteen percent (18%) of any Net Recovery obtained thereafter.

Attorney’s Contingency Fee = Contingency Percentage * Net Recovery

b. Definition of Net Recovery.

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PCB Legal Services Agreement
4 “Net Recovery” means the total present value of any Recovery (as defined in paragraph 8(c) of this Agreement, whether by settlement, arbitration award, or court judgment) and after the deduction of “Costs” (as defined in Paragraph 10 of this Agreement) at the Conclusion of Services as defined in Paragraph 16. “Net Recovery” shall not include any court awarded costs or attorney’s fees received by Client from any third party, except as otherwise provided in Paragraph 8(g) below.

The Net Recovery is multiplied by the appropriate percentages set forth in Paragraph 8(a) to calculate the contingent fee.

Net Recovery = Cash Recovery + Value of Non-Cash Recovery – Costs

c. Definition of Recovery.

“Recovery” means the sum of any “Cash Recovery” plus any “Non- Cash Recovery” (as those terms are defined herein) without reduction or adjustment for “Costs” (as defined in Paragraph 10 of this Agreement). For purposes of this Agreement, “Contested Judgment” refers to any final (including conclusion of any appeals) contested court order or judgment or contested arbitration award; “Settlement” refers to Recoveries obtained pursuant to any voluntary agreement, whether by settlement, mediation, or court stipulation.

d. Cash Recovery.

“Cash Recovery” means, without limitation, the total monetary amount received (whether by Contested Judgment or Settlement) as a result of the PCB Action. This definition specifically contemplates an abatement fund, funded by defendant(s) , arising out of an equitable judgment or settlement.

(i) “Partial Cash Recovery” means any Cash Recovery obtained prior to the complete resolution of the PCB Action, which recovery shall be used, first, to pay unreimbursed Costs advanced up to the date of such Partial Cash Recovery and, second, to pay any fees that Client owes to Attorney up to the date of such Partial Cash Recovery. Unless Attorney and Client agree otherwise in writing, any remaining Partial Cash Recovery received prior to the final resolution of the PCB Action shall be placed in a trust account administered by Attorney for the benefit of Client. The funds in this trust account may be drawn upon by Attorney to pay for any future Costs incurred in the PCB Action and/or for any f uture fees owed by Client to Attorney.

e. Non-Cash Recoveries.

(i) “Non-Cash Recovery” means, without limitation, the fair market value of any property delivered or potentially to be delivered to Client, services provided or potentially to be provided for Client’s benefit, and any other non-cash benefit including but not limited to injunctive and/or equitable relief (other than an abatement fund which is defined as a “Cash Recovery” above), conferred on Client as a result of the PCB Action. Client

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5 understands that a resolution of the PCB Action may involve defendants agreeing to provide Client with one or more non- monetary goods and services, for example (by way solely of illustration) an agreement to build green infrastructure, provide consulting services, or to provide other goods and/or services. The terms of a Contested Judgment or Settlement may be that such non-monetary goods and services are only to be delivered to Client in the event that certain circumstances come to pass (e.g., the Contaminants exceed certain minimum thresholds). However, even if there is no certainty about whether or not the non- monetary goods and services will ever be delivered, Client understands that any agreement or requirement for defendants to provide such non- monetary goods and services has value to Client (analogous to an insurance contract) and that Attorney will be entitled to a contingent fee on that value.

(ii) Before the acceptance of any settlement offer that involves a Non -Cash Recovery, Attorney agrees to provide Client with an estimate of the value of the settlement offer and a calculat ion of the fee due on the settlement offer. Client will respond in writing, indicating whether or not Client accepts Attorney’s estimate of the value of the settlement of the offer and the calculation of the fee due. If Client wishes to pursue the settlement offer further but chooses not to accept the provided estimate and calculation of the fee due, the parties shall proceed as set forth in Paragraph 8( i) (“Disagreements Concerning Value of Recoveries”).

f. Payments Outside of Net Recovery

Recovery is intended to alleviate and offset the Client’s anticipated regulatory and remediation costs related to PCBs, which would otherwise be paid from public funds . However, even with a net fiscal benefit, payment from public funds may present logistic al challenges. This provision is intended to address those concerns. This scenario only arises if Attorneys’ fees cannot be paid directly from the Recovery.

In the event that any judgment and interpretation of this Agreement results in the Client having to pay a Contingent Fee from its own funds, rather than out of the Net Recovery and Client’s Contingent Fee is greater than either $10 million dollars in any given year or $20 million dollars in total, then Attorney and Client will meet in good faith to re ach an agreement that minimizes the financial burden on Client while ensuring Attorney receives the fee provided by this Agreement. Should the parties fail to reach an agreement Attorney and Client agree to mediation pursuant to Paragraph 8(h) before resorting to litigation or any other dispute resolution procedure.

Should Recovery be secured in aggregate for the group of plaintiffs , Attorney will not be involved in the allocation of Recovery among co- permittees. To the extent the Contingent Fee must be paid from Client’s own funds on a portion of an aggregate recovery (rather than collected from the Net Recovery itself prior to disbursement to co-permittees), Client and co-permittees will agree on the allocation of funds within six (6) months of settlement or judgment and provide such allocation in writing to Attorney so the corresponding Contingent Fee(s) may be determined.

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PCB Legal Services Agreement
6 g. Fees on Future Recovery following Contested Judgment.

Should Recovery following a contested judgment (whether Cash, Non- Cash, or a combination of the two) provide for payment or performance in the future (which may consist of one or several payments or performance over a period of time) , Client shall select one of the following options for payment of Attorney Fees . Client shall make this s election in writing. If Client fails to elect an option, the lump sum provision (subparagraph (i) of this paragraph) will apply. Fees paid on Recovery resulting from settlement or arbitration , rather than contested judgment, will be paid pursuant to Paragraph 16.

For purposes of calculating the net present value (“NPV”) of any Cash Recovery or Non- Cash Recovery under this Agreement the discount rate shall be the interest rate of the ninety -one (91) day treasury bill as reported by the United States Federal Reserve in the weekly Federal Reserve Statistical Release closest in time to the date of the Recovery for which the NPV is being calculated.

(i) Lump Sum: Client will pay attorney’s fees in a lump sum , based on the present value of the Recovery, at the applicable contingency fee rate.

Lump sum payment = ( Contingency Fee) * ( NPV of Cash Recovery + NPV of Non-Cash Recovery – Costs)

(ii) Annual Installments Over Three Years: Client will pay attorney’s fees in three (3) annual installments , each comprising a third of the total fees due in accordance with Paragraph 8(a). The Parties may mutually agree on a different payout term in writing.

Annual payment over three years = [Contingency Fee * ( NPV of Cash Recovery + NPV Value of Non-Cash Recovery – Costs)] ÷ 3

(iii) Payment on Periodic Recovery with Ten Year Due Date: If Recovery is structured as a series of annual or other periodic awards to Client, Client will pay attorney’s fees at the time the periodic awards, either Cash or Non- Cash, are received. Periodic payments shall be (30%) of the value of the periodic award when received by Client and shall be paid until attorney’s fees are paid in full.

Notwithstanding the foregoing, Client’s deadline to pay Attorney’s fees in full is ten (10) years from the date Attorney’s services conclude pursuant to Paragraph 16. If the total attorney fees are not paid by year 10, the final payment (i.e., the payment due at Year 10) shall incorporate all remaining fees due (“Remainder Payment”).

Each year, the parties will agree upon and confirm, in writing, the value of all Recovery received, all Recovery remaining, and the total attorney’s fees

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7 paid and outstanding.

Periodic payment = 30% * ( Periodic Cash Recovery + Value of Periodic Non-Cash Recovery)

Remainder Payment = [Contingency Percentage * (Value of Cash and Non-Cash Recovery Received + NPV of Remaining Cash and Non -Cash Recovery – Costs)] – Attorney’s Fees Paid To Date

h. Reasonable Fee if Contingent Fee Unenforceable.

In the event the contingent fee portion of this Agreement is determined to be unenforceable for any reason or Attorney is prevented from representing Client on a contingent fee basis, Client shall pay a reasonable fee for the services rendered. The parties shall use best efforts to negotiate a reasonable fee. If they cannot do so, the fee shall be determined by mediation proceedings before the Judicial Arbitration and Mediation Services (JAMS), with any costs of such proceedings born equally by the Client and Attorney, or, if mediation proves unsuccessful, by appropr iate court action in accordance with Paragraph 26. Such reasonable fee shall take into account, among other things, the specific expertise of Attorney with regard to the PCB Action as well as the risk that Attorney took on by agreeing to represent Client a nd advance all litigation Costs in return for a contingency fee.

i. Disagreements Concerning Value of Recoveries.

In the event the parties disagree with respect to the value of any Cash or Non- Cash Recovery they shall proceed as follows: Each party shall within 45 days select an appraiser qualified to conduct an appraisal of the value of the Recovery or settlement offer. Each party’s selected appraiser shall then confer and within 30 days select a third qualified appraiser, who shall determine the value of the Recovery within 90 days. The third appraiser’s valuation shall be final and binding on the parties regardless of the fact that such valuation may be an estimate or may be subject to further refinement or analysis. Client and Attorney shall each bear the expense of its own selected appraiser, and Client and Attorney shall share equally the expenses of the third appraiser.

j. Court-Awarded Attorneys’ Fees.

Client may obtain an award from the court of attorneys’ fees and/or Costs in the PCB Action. For example, certain claims may arise under statutes that provide for an award of attorneys’ fees. Attorney agrees that if such an award is allowed for under the law then it will endeavor to pursue such an award from the Court on behalf of Client and defend Client against any claims that it owes defendants’ attorney fees. Any order awarding fees and/or Costs shall not affect Client’s obligation to pay contingency fees in accordance with this Agreement.

Any attorney’s fee awarded by the court in connection with the PCB Action shall not be considered part of the “Net Recovery” for purposes of calculating Attorney’s contingent fee. Any Court-awarded Costs shall also not be considered part of the “ Net Recovery” for purposes of

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PCB Legal Services Agreement
8 calculating Attorney’s contingent fee. Any court award of fees received by Attorney shall be applied as a credit against Client’s obligation to pay Attorney’s contingent fee under this Agreement, and any court award of Costs to Attorney shall be applied as a credit against Client’s obligation to reimburse Attorney for Costs under this Agreement. If the court-awarded fees exceed the fee to which Attorney would otherwise be entitled, Attorney’s fee shall be the amount of the court-awarded fee.

k. Negotiated Fee.

Client understands that the attorney’s fee set forth in this Agreement is not set by law but rather is negotiable between Attorney and Client.

9. DIVISION OF ATTORNEY’S FEES / CO-COUNSEL.

a. Attorney may decide to retain another attorney or law firm as associate counsel. Such other attorney or law firm may be compensated by Attorney for the reasonable value of the services performed such as on an hourly or per diem basis and not necessarily on a contingency basis; such payment shall be the sole responsibility of Attorney and shall not be charged back to Client as a Cost or otherwise. Client understands that, under the Rules of Professional Conduct of the State Bar of California, such a division may be made only with Client’s written consent after a full disclosure to Client in writing that a division of fees will be made and of the terms of such division.

A decision by Attorney to retain associate counsel shall be subject to Client’s approval, which shall not be unreasonably withheld.

b. Client has the authority to retain additional outside consultants, including additional legal counsel, to assist the City of Richmond with the PCB Action. Any such retention shall be at Client’s sole expense and shall not be considered “Costs” as defined in paragraph 10.

10. COSTS.

a. Attorney to advance costs. Attorney will advance the Costs (as defined in this paragraph 10) incurred in connection with Attorney’s representation of Client under this Agreement.

b. Authorized costs. The Client authorizes Attorney to incur reasonable Costs and to retain consultants or expert witnesses reasonably necessary in Attorney’s and the Office of the City Attorney ’s judgment. Such Costs include, but are not limited to, court filing fees, deposition costs, expert, consultant, and investigator fees and expenses, investigation costs, transportation, meals and lodging for out -of-town travel, messenger service fees, photocopying expenses, and process server fees. Costs shall not include full or part -time employees (e.g. paralegals and law clerks) Instead, Costs shall be specific and confined to representation of Client.

Costs shall be accounted for as they are incurred by Attorney. There shall be no mark-up attached.

As such, Attorney and Client are jointly incentivized to keep Costs to a minimum. Items that are not to be considered Costs, and that must be paid by Client without being either advanced or

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9 contributed to by Attorney, include, but are not limited to, Client’s expense incurred in providing information to counsel or defendants and damages claimed by others in the litigation and other parties’ costs, if any, that Client is ultimately required to pay.

Regarding expert costs, Attorney and Client shall meet and confer regarding selection and retention of experts in the PCB Action and Client shall be inf ormed of the persons chosen and their charges. Client shall not unreasonably withhold approval of selection and retention of such experts.

c. In the event of Recovery for Client, Client will reimburse Costs. In the event Client obtains Recovery (whether by settlement, arbitration, judgment or otherwise) and pursuant to Paragraph 16 (Conclusion of Services) , Client shall pay Costs within sixty (60) days of a final accounting provided by Attorney unless otherwise agreed by the Parties in writing. Any Client funds in the Attorney trust account may be put towards any unpaid balance of Costs.

d. In the event of judgment for defendants, Attorney bears risk of costs .

To the extent permitted by law and to the extent not based on the conduct of Client or th e City of Richmond, Attorney will bear the risk of any defense costs taxed against Client in the event of an adverse ruling (such as sanctions for spoliation of evidence) or Contested Judgment for defendants in the PCB Action. As used in this section, “conduct” means the (1) failure to perform the terms of this Agreement; or (2) any intentional, reckless, or negligent conduct which diverges from th e Attorney’s recommended course of action and which results in either an adverse ruling or a Contested Judgment for defendants. The application of this provision as to a discrete adverse ruling does not necessarily implicate this provision as to a Contested Judgment.

e. Periodic statements of costs. Attorney will provid e Client with periodic statements of Costs incurred in the PCB Action at approximately quarterly intervals or at such other frequency as mutually agreed between Client and Attorney. At any time, Client may communicate with Attorney regarding Attorney’s est imates with regard to Costs that may be incurred in the future.

f. Client expenses. Expenses incurred by Client in connection with retention of additional consultants, including outside counsel and/or experts, shall be paid for by Client and shall not be considered Costs for purposes of this Agreement.

11. REPRESENTATION OF ADVERSE INTERESTS. If Attorney had a relationship with another party involved in the PCB Action, or with someone who would be substantially affected by the PCB Action, the Rules of Professional Conduct would require Attorney to disclose that to Client so that Client could evaluate whether that relationship causes Client to have any concerns over Attorney’s loyalty, objectivity or ability to protect Client’s confidential information.

Client u nderstands that currently, and from time to time, Attorney represents other municipalities, governmental agencies, governmental subdivisions, or other public or private individuals and/or entities in other actions or similar litigation where the defendants may be the same or similar to the defendants in the PCB Action, and that such work is a focus of Attorney’s

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10 practice. Client understands that Attorney would not take on this engagement if it required Attorney to forego representations like those described above. However, Client understands that damages collected from one or more of the same defendants in other suits prosecuted by Attorney could, theoretically, reduce the amount of money available from these same defendants in the PCB Action. Client was given an opportunity to confer with its own separate and independent counsel about this matter and has determined that it is in its own best interests to waive any and all potential or actual conflicts of interest which may occur as the result of Attorney’s c urrent and continuing representation of cities and other public and/or private entities in similar litigations, because it enables Client to obtain the benefits of Attorney’s expertise. Therefore, Client consents that Attorney may continue to handle such w ork, and may take on similar new clients and matters, without disclosing each such new matter to Client or seeking the consent of Client while representing Client. Attorney would not, of course, take on such other work if it required Attorney to be directly adverse to Client while Attorney was still representing Client in the PCB Action. In the event that Attorney represents other plaintiffs in similar litigation, costs that are incurred for the joint benefit of several plaintiffs shall be allocated, if possible, between the cases pro rata based on each plaintiff’s share of the recovery, or if such pro rata cost sharing based on recovery is not possible, then on a reasonable pro rata basis agreed upon between Client and Attorney.

12. SETTLEMENT. Decisions regarding settlement of the case are reserved exclusively to the discretion of Client and the City of Richmond. Attorney will not settle Client’s claim without the approval of Client, who will have the absolute right to accept or reject any settlement. Attorney will notify Client of the terms of any settlement offer received by Attorney.

13. ORDER OR AGREEMENT FOR PAYMENT OF ATTORNEY’S FEES OR COSTS BY ANOTHER PARTY. The court may order, or the parties to the dispute may agree, that another party will pay some or all of Client’s attorney’s fees, costs, or both. Any such order or agreement will not affect Client’s obligation to pay contingency fees and Costs under this Agreement. However, subject to Paragraph 8 (contingent fee), any such amounts actually received by Attorney will be credited against Attorney’s fees or Costs, respectively, incurred by Client.

14. DISCHARGE OF ATTORNEY. Client may discharge Attorney at any time by written notice effective when received by Attorney. Unless specifically agreed by Attorney and Client, Attorney will provide no further services and advance no further Costs on Client’s behalf after receipt of the notice. If Attorney is Client’s attorney of record in any proceeding, Client will execute and return a substitution-of-attorney form immediately on its receipt from Attorney.

In the event Attorney is discharged without cause before the termination of the litigation, Client shall (1) reimburse Attorney for any and all Costs advanced by Attorney not later than thirty (30) days from receipt of a final cost accounting from Attorney, and (2) upon termination of the litigation, pay Attorney a fee consisting of the reasonable value of Attorney’s services performed up to the point of the discharge. Nothing herein shall be construed to limit Client’s rights and remedies in the event of a discharge of Attorney for cause.

15. WITHDRAWAL OF ATTORNEY. Attorney may withdraw from representation of Client: (a) with Client’s consent, (b) upon court approval, or (c) if no court action is filed, for good cause upon reasonable notice to Client. Good cause includes, but is not limited to, Client’s

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11 breach of this Agreement, Client’s refusal to cooperate with Attorney, or any other fact or circumstance that would render Attorney’s continuing represent ation unlawful or unethical.

Notwithstanding Attorney’s withdrawal for cause, Client will remain obligated to pay Attorney out of the Recovery a reasonable Attorney’s fee for all services provided, and to reimburse Attorney for all reasonable Costs advanced before the withdrawal.

Attorney may terminate this Agreement at any time, without cause, by giving to Client not less than sixty (60) days prior written notice of termination, said notice to specify the effective date of the termination. Where Attorney terminates this Agreement without cause, Attorney shall not be entitled to the recovery of any Attorney fee or Costs, regardless of the status of the PCB Action, and regardless of whether or not any amounts of Recovery have been or are subsequently received by Client.

16. CONCLUSION OF SERVICES. When Attorney’s services conclude, whether by completing the terms of this Agreement or by discharge (under Paragraph 14) or withdrawal (under paragraph 15), all unpaid charges (including fees under Paragraph 8 and C osts under Paragraph 10) will immediately become due and payable , unless otherwise provided herein. Attorney will notify Client in writing of the conclusion of services and provide an accounting of costs, fees, and other charges due. Attorney is authorized to apply any Client funds held in Attorney’s client trust account to pay unreimbursed advanced Costs. Nothing in this Paragraph shall be construed as inconsistent with the other provisions of this Agreement, including but not limited to Paragraphs 8 and 10.

17. LIEN. Except in situations where Attorney withdraws or is discharged, such situations being governed by Sections 14 and 15, Client hereby grant Attorney a lien on any and all claims or causes of action that are the subject of Attorney’s fee and/or Costs advanced under this Agreement. Attorney’s lien will be for any sums owing to Attorney for any unpaid Costs (under Paragraph 10) or fees (under Paragraph 8) at the conclusion of Attorney’s services. The lien will attach to any Recovery Client may obtain, whether by arbitration award, judgment, settlement or otherwise.

18. RELEASE OF CLIENT’S PAPERS AND PROPERTY. At the termination of services under this Agreement, Attorney will release to Client on request all of Client’s papers and property. Client’s papers and property include correspondence, deposition transcripts, exhibits, experts’ reports, legal documents, physical evidence, and other items in possession of Attorney reasonably necessary to Client’s representation.

19. CONFIDENTIALITY. This Agreement establishes the relation of attorney-client between the parties hereto. Attorney shall hold all money and property of Client in trust for Client’s benefit, with all funds deposited and managed in Attorney’s client trust account as required by law, shall not divulge Client’s confidences, and shall be entitled to the candid cooperation of all Client’s employees in all matters related to the assigned files and any related actions. This Agreement shall be privileged and confidential subject to Business and Professions Code section 6149 and Evidence Code section 952 and 954.

20. DISCLAIMER OF GUARANTEE. Although Attorney may offer an opinion

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12 about possible results regarding the subject matter of this Agreement, Attorney cannot guarantee any particular result. Client acknowledges that Attorney has made no promises about the outcome and that any opinion offered by Attorney in the future will not constitute a guaranty.

21. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.

22. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire agreement will be severable and remain in effect.

23. MODIFICATION BY SUBSEQUENT AGREEMENT. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing, approved and executed in the same manner as the initial Agreement.

24. MEDIATION CLAUSE. If a dispute arises out of or relating to any aspect of this Agreement between Client and Attorney, or the breach thereof, and if the dispute cannot be settled through negotiation, Attorney and Client agree to mediation pursuant to Paragraph 8( g) before resorting to litigation, or any other dispute resolution procedure.

25. NO AWARD OF ATTORNEY’S FEES OR COSTS IN ACTION ON
AGREEMENT. Each party shall bear its own attorney’s fees and costs incurred in any action or proceeding concerning or arising out of this Agreement, or efforts to negotiate the matter, and the parties shall share equally the costs of any arbitrator, mediator, or other decision maker in any forum.

26. GOVERNING LAW. The terms and provisions of this Agreement and the performance of the parties hereunder shall be interpreted in accordance with, and governed by, the laws of the State of California. Any action to enforce this agreement will be venued in the Superior Court in and for the County of Contra Costa.

27. EFFECTIVE DATE OF AGREEMENT. This Agreement shall be eff ective on the date last executed below. Once effective, this Agreement will, however, apply to services provided by Attorney on this matter before its effective date.

28. AUTHORITY OF PARTIES. Each of the signatories to this Agreement warrants that he or she has the authority to enter into and execute this Agreement and to bind the entity or entities on whose behalf each signs.

29. EXECUTION. This Agreement may be executed in duplicate counterparts. This Agreement and future documents relating to this Agreement may be digitally signed in accordance with California law. Any party to this Agreement may revoke such agreement to permit digital signatures at any time by providing written notice to the other party.

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City of Richmond
PCB Legal Services Agreement
13 The foregoing is agreed to by:

Dated:

By:

City of Richmond (Client)

Shasa Curl
City Manager

SHER EDLING LLP (Attorney)

Dated: By:

Matthew K. Edling
Partner

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November 15, 2022

City Clerk's Office

DATE: November 15, 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, August 19, 2022, September 19, 2022, October
18, 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

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November 15, 2022
DISCUSSION:

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

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

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Reso. No. 139-22

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RESOLUTION NO. -22

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, 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 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 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 officials continue to recommend measures to promote physical distancing and other social distancing measures, in some settings; 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

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.

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Reso. No. 139-22

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

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

AYES: .

NOES:

ABSTENTIONS:

ABSENT:

PAMELA CHRISTIAN

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

THOMAS K. BUTT
Mayor

Approved as to form:

DAVE ALESHIRE
City Attorney

State of California }
County of Contra Costa : ss.

City of Richmond }

I certify that the foregoing is a true copy of Resolution No. -22, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on, 2022.

Pamela Christian, Clerk of the City of Richmond

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RICHMOND, CALIFORNIA,

October 25, 2022, 4:30 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804

_____________________________________________________________________

A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION Open Session was called to order at 4:30 p.m.by Mayor K. Butt via teleconference.

B. ROLL CALL

Present: Councilmembers Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent:

Councilmember Nathaniel Bates.

C. CLOSED SESSION
C.1 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9)  Nagita v. City of Richmond
 City of Long Beach v. Monsanto Company et al.
 Richmond Shoreline Alliance v. City of Richmond
C.2 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED
LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 Riggers Loft Wine Company
C.3 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
 Property: South 45th Street to the west, Wall Avenue to the south, Interstate 80 to the east, and the BART tracks to the north Agency negotiators: Anita Luck, Lina Velasco, and Jesus Morales Negotiating parties: Miraflores Community Devco, LLC
Under negotiation: Price and terms of payment
C.4 CONFERENCE WITH LABOR NEGOTIATORS (Government Code
Section 54957.6)
Agency Representatives: Jaclyn Gross and Sharrone Taylor Employee organizations:

1. SEIU Local 1021 Full Time Unit and Part Time Unit

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

3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
D. PUBLIC COMMENT BEFORE CLOSED SESSION
None.

E. ADJOURN TO CLOSED SESSION
The meeting adjourned at 4:32 p.m.

F. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The meeting was called to order at 6:34 p.m.by Mayor Thomas K. Butt via teleconference.

G. ROLL CALL

Present: Councilmembers Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent: Councilmember Nathaniel Bates arrived after roll call. Councilmember Claudia Jimenez was absent the entire meeting.

H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The Public Comment Instructional Video was shown.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. AGENDA REVIEW
Item O.2. - Environmental Justice Issues Pertaining to Richmond San Rafael Bridge Traffic Congestion was removed from the Consent Calendar for discussion and Item P.3. - Recommendation from the Community Police Review Commission was withdrawn from the agenda.

K. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE

DURING CLOSED SESSION
City Attorney Dave Aleshire reported the following:

C.1. Conference with Legal Counsel - Nagita v. City of Richmond: instructions given to litigator for settlement negotiation
C.2. Conference with Legal Counsel - Riggers Loft Wine Company - not discussed, deferred to the November 1, 2022, Closed Session agenda C.3. Conference with Real Property Negotiator - South 45th Street: not discussed, deferred to the November 1, 2022, Closed Session agenda C.4. Conference with Labor Negotiators - Direction given to Local 188 negotiators. No other reportable actions

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L. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
Shasa Curl City Manager reported the following: Contra Costa Food Bank Food Drive Through Distribution would be on Thursday, October 27, 2022, from 12 p.m. to 1 p.m. at Barrett Avenue and 25th Street. More information could be obtained by calling 510-620- 6512; and a General Plan Community Workshop on October 29, 2022, from 11 a.m. to 2 p.m. at the Richmond Recreation Center. Interested individuals could call 510-620-6706 for more information.

M. CRIME REPORT FROM POLICE CHIEF - 4th Tuesday (public comment allowed under Open Forum)
Chief Bisa French reported the following:

August 2022: 49 reported incidents of violent crime and 261 property crime reports September 2022: 47 reported incidents of violent crime and 245 property crime reports October 2022: 35 reported incidents of violent crime and 188 property crime reports A homicide suspect from a July 2022 homicide on Cutting Boulevard was apprehended and charged in Vallejo.

A very large sideshow took place over the weekend and two people were taken into custody. One of the suspects drove into the police department lot and was immediately apprehended.

N. OPEN FORUM FOR PUBLIC COMMENT
Philip Rosenthal stated that community centers in Point Richmond required a reservation and fees imposed as if it were a private venue.

Mark Wassberg gave comments regarding the inability to speak about the upcoming election during Open Forum.

Corky Booze gave comments regarding a possible conflict of interest if a person was over a non-profit and was also elected as a councilmember.

Councilmember Willis stated the decorum of the city council has diminished and has also caused a decrease of morale with staff and that all needed to work with each other and be treated with respect.

O. CITY COUNCIL CONSENT CALENDAR
Motion by Councilmember Melvin Willis
Seconded by Councilmember Demnlus Johnson III
Ayes (5): Councilmember Demnlus Johnson III, Councilmember Gayle McLaughlin, Councilmember Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K.

Butt
Absent (2): Councilmember Nathaniel Bates, and Councilmember Claudia Jimenez Passed (5 to 0)

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O.1 Amending the Eviction Moratorium to Allow for Owner Move-ins in Residential Units
ADOPT an ordinance (second reading) amending Urgency Ordinance No. 02-21 entitled “Eviction Moratorium” to allow for owners of residential rental property within the City of Richmond to move in during the remainder of the Eviction Moratorium – City Attorney’s Office (Dave Aleshire/Shannon Moore 510-620- 6505).

Adopted Ordinance No. 13-22 N.S.

O.2 Environmental Justice Issues Pertaining to Richmond San Rafael Bridge Traffic Congestion
ADOPT a resolution in support of addressing environmental justice issues pertaining to the Richmond San Rafael Bridge traffic congestion – Councilmembers Demnlus Johnson III (510-620-6568) and Melvin Willis (510- 412-2050).

Councilmembers Johnson III and Willis gave an overview of the matter.

Amy Worth, Bay Area Toll Board and Metropolitan Transportation Commission and Greg Nudd, Deputy Air Pollution Control Officer for policy at Bay Area Air Quality Management District provided a report. 2/3 of drivers come from the East Bay; MTC would discuss the first phase traffic analysis on the pilot program, possible additional improvements. Discussion ensued. The following individuals gave comments via teleconference: Mark Wassberg, Joe Fisher, Dave Cambell, Bruce Beyaert, and Willie Robinson.

A motion was made to delete all the 'whereas' information and to only retain the 'therefore be it resolved' information in the resolution. Section 3 of the resolution was changed from "Pursue funding for additional bridge improvements including but not limited to a second bike path on the lower deck with a removable barrier to "Pursue funding to alleviate traffic congestion on I-580 and Richmond neighborhoods".

Adopted Resolution No. 156-22
Motion by Councilmember Demnlus Johnson III
Seconded by Councilmember Melvin Willis
Ayes (6): Councilmember Nathaniel Bates, Councilmember Demnlus Johnson III, Councilmember Gayle McLaughlin, Councilmember Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt
Absent (1): Councilmember Claudia Jimenez
Passed (6 to 0)

O.3 Booker T. Anderson Community Center Fire Restoration Second Contract Award
APPROVE contract with Arntz Builders, Inc. for the Booker T. Anderson Community Center Fire Restoration project, located at 960 South 47th Street, Richmond, in an amount not to exceed $3,302,178 including $2,933,200 low bid,

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plus $43,780 Alternate #1, plus copper vandalism $25,000, plus $300,198 contingency – Public Works Department (Nickie Mastay 510-620-6609).

P. STUDY AND ACTION SESSION
P.1 Richmond Industrial Safety Ordinance 2021 Annual Report by Contra Costa Health Services
RECEIVE a presentation by Contra Costa Health Services of the 2021 Annual Richmond Industrial Safety Ordinance report pursuant to Richmond Municipal Code Section 6.43.160 – Community Development Department (Lina Velasco 510-620-6841). This item was continued from the July 26, 2022, meeting.

Lina Velasco Director of Community Development introduced the item.

Nicole Heath Supervising Accidental Release Prevention Engineer Contra Costa County Health presented a PowerPoint, which highlighted the following: County Hazmat; CalARP Program; Regulations: Incidents: Industrial Safety Ordinance; Richmond Industrial Safety Ordinance; Performance Indicators; and CCHMP Chevron Onsite Engineer. Discussion ensued.

Don Gosney, Linsi Crain, and Mark Wassberg gave comments via teleconference.

P.2 Receive a Quarterly Update from PG&E
RECEIVE a quarterly presentation from Pacific Gas and Electric (PG&E) – Public Works Department/City Manager’s Office (Nickie Mastay/Samantha Carr 510-620-5407). This item was continued from the July 26, 2022, meeting.

Deputy City Manager, Nickie Mastay introduced the item. Darin Cline, PG&E presented a Powerpoint, which highlighted the following: Electric circuits serving Richmond; Overview of El Cerrito G circuit; Supporting/Improving Reliability; Types of Outages; Safety Efforts in 2022; PG&E Report It Safety App; Responding to Outages and Improving Safety; and Safety Efforts with Pole Washing Program.

Anthony Woodards gave comments via teleconference.

P.3 Recommendation from the Community Police Review Commission RECEIVE a report from the Community Police Review Commission Council Liaison on recommendations to the City Council – Councilmember Claudia Jimenez (510-620-6565). This item was continued from the July 26, 2022, meeting.

WITHDRAWN from the agenda.

P.4 Resolution in Support of Police Chief French and the Richmond Police Department
ADOPT a resolution by the Mayor and City Council expressing our appreciation and total support for Chief of Police Bisa French and the entire police department of men and women in blue for their outstanding services to our community – Councilmember Nathaniel Bates (510-620-6743).

Councilmember Nathaniel Bates gave an overview of the matter. Police Chief Bisa French stated that there were 37 police officer and several dispatcher positions unfilled. Many officers have left and are given exit interviews. The

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majority have gone to other jurisdictions and cited mandatory overtime and lack of support from the city council as reasons for having left the department.

Discussion ensued. Dave Woodard and Deborah Smalls gave comments via teleconference.

A motion was made to direct Chief French to develop a strategy to help recruit officers and dispatchers and return to the city council in two weeks with possible solutions and suggestions.
(A motion was made by Councilmember Willis, seconded by Councilmember Johnson III, to hear Item P.7 next, passed by the following vote: Ayes:

Councilmembers Nathaniel Bates, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, and Vice Mayor Eduardo Martinez. Noes: None. Absent:

Councilmember Claudia Jimenez. Abstain: Mayor Thomas K. Butt).

Adopted Resolution No. 157-22
Motion by Councilmember Nathaniel Bates
Seconded by Councilmember Demnlus Johnson III
Ayes (6): Councilmember Nathaniel Bates, Councilmember Demnlus Johnson III, Councilmember Gayle McLaughlin, Councilmember Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt
Absent (1): Councilmember Claudia Jimenez
Passed (6 to 0)

P.5 Report on Police and Fire Department Recruitment
RECEIVE a status report on the police department and fire department recruitment efforts – Human Resources Department (Sharrone Taylor 510-620- 6803).

Not discussed.

P.6 Bicycle and Pedestrian Action Plan Study Session
RECEIVE a presentation of the DRAFT Bicycle and Pedestrian Action Plan and provide feedback – Community Development Department (Lina Velasco 510- 620-6841).
(10:55 p.m. - A motion by Councilmember Johnson III, seconded by Councilmember Willis to extend the meeting until 11:30 p.m. to hear Item P.6., passed by the following vote: Ayes: Councilmembers Nathaniel Bates, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, and Vice Mayor Eduardo Martinez. Noes: Mayor Thomas K. Butt. Absent: Councilmember Claudia Jimenez. Abstain: None.

Community Development Director Lina Velasco introduced the item. Mauricio Hernandez, Alta Planning and Design presented a PowerPoint which highlighted the following: Project Overview and Timeline; Community Engagement Summary Themes; Bicycle Facility Types; Proposed Bicycle and Pedestrian Improvements; Proposed Pedestrian Spot Improvements; and Project Prioritization and Methodology.

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Project website: www.TravelSafeRichmond.org. The comment period closed November 13, 2022.

Philip Rosenthal and Jim Hanson gave comments via teleconference.

P.7 West County Wastewater District Update
RECEIVE an update on the West County Wastewater District – Councilmember Claudia Jimenez (510-620-6565).

Councilmember Willis introduced the item.

Cesar Zepeda President of the West County Wastewater District gave an overview of the matter. Andrew Clough, WCW, Angela Andrews WCW Capital Portfolio Manager, and Keith Reynolds, WCW presented a PowerPoint, which highlighted the following: Capital Projects; Clean & Green Project; Force Main Overview Repair and Replacement; Sea Level Rise Protection; and Agency Coordination. Discussion ensued.

City Council requested an update from staff regarding the levy project and monthly reports on Richmond's treatment plant and waste system.

P.8 2019-20/2020-21 Rent Program Annual Report
RECEIVE the 2019-20/2020-21 Rent Program Annual Report infographic video - Richmond Rent Program (Nicolas Traylor 510-620-6564).

Not discussed.

Q. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
None.

R. ADJOURNMENT
There being no further business, the meeting adjourned at 11:30 p.m., to meet again on November 1, 2022, at 6:30 p.m.

Clerk of the City of Richmond Mayor

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RICHMOND, CALIFORNIA, November 1, 2022

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION The Richmond City Council Evening Open Session was called to order at 4:30 p.m. by Mayor Thomas K. Butt via teleconference.

B. ROLL CALL

Present: Councilmembers Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, and Mayor Thomas K. Butt. Absent: Councilmember Nathaniel Bates and Vice Mayor Eduardo Martinez arrived after the roll was called.

C. CLOSED SESSION
C.1 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9)  Avalos v. City of Richmond
C.2 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED
LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
 Two Cases
C.3 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
 Property: South 45th Street to the west, Wall Avenue to the south, Interstate 80 to the east, and the BART tracks to the north.

Agency negotiators: Anita Luck, Lina Velasco, and Jesus Morales Negotiating parties: Miraflores Community Devco, LLC
Under negotiation: Price and terms of payment

 Property: Nevin Plaza - 2400 Nevin Plaza
Agency negotiators: Shasa Curl and Nannette Beacham
Negotiating parties: EAH Housing
Under negotiations: Price and Terms of Payment
C.4 CONFERENCE WITH LABOR NEGOTIATORS (Government Code
Section 54957.6)
Agency Representatives: Sharrone Taylor and Jack Hughes Employee organizations:

1. SEIU Local 1021 Full-Time Unit and Part-Time Unit

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

3. Richmond Police Officers Association RPOA

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4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
D. PUBLIC COMMENT BEFORE CLOSED SESSION
There were no public comments via teleconference.

E. ADJOURN TO CLOSED SESSION
The Open Session adjourned to Closed Session at 4:33 p.m. Closed Session adjourned at 6:39 p.m.

F. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The Regular Meeting of the Richmond City Council was called to order at 6:41 p.m. by Mayor Butt via teleconference.

G. ROLL CALL

Present: Councilmembers Jimenez, Johnson III, McLaughlin, Willis, Vice Mayor Martinez, and Mayor Butt. Absent: Councilmember Bates arrived after the roll was called.

H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The public comment instructional video was shown.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. AGENDA REVIEW
Items O.3.a an audit of the Port of Richmond, O.5.a the Marina Lease amendment and assignment, and O.8.k a resolution honoring Veterans Day were removed from the Consent Calendar for discussion at the end of the agenda.

K. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE

DURING CLOSED SESSION
Item C.1. existing litigation, Avalos v. City of Richmond, the council authorized settlement negotiations to resolve the matter.

Item C.2. anticipated litigation, two cases, one case was discussed and direction was given to the city attorney. The second case was not discussed.

Item C.3. real property negotiations, Miraflores property located at South 45th Street, was not discussed. The Nevin Plaza property was discussed and direction was given for further negotiations.

Item C.4. labor negotiations, a brief status report was given, and no reportable action was taken except for direction for further negotiations.

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L. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
City Manager Shasa Curl introduced the newly hired Public Works Director Daniel Chavarria. Ms. Curl announced the following three promotions in the Police Department:

Assistant Chief Timothy Simmons, Captain Matthew Stonebraker, and Lieutenant Donovan Decious.

M. ABATEMENT REPORT FROM THE PUBLIC WORKS DIRECTOR - 1st Tuesday (public comment allowed under Open Forum)
Deputy City Manager Internal Services Nickie Mastay presented a PowerPoint that highlighted the following: neighborhood dumpster days; illegal dumping/alleys; encampment and weed abatement; graffiti removal; private clean-up and fencing; vehicle dismantlements; and partnerships. Discussion ensued.

N. OPEN FORUM FOR PUBLIC COMMENT
The following individuals gave comments via teleconference:

Soheila Bana and Reza Yazdi expressed gratitude for Item O.8.a regarding a resolution in support of women's rights in Iran. Ms. Bana and Mr. Yazdi read the resolution. Mark Wassberg expressed concerns regarding Item O.8.a.

Deborah Bayer expressed concerns that there was no resolution to labor negotiations in the Closed Session. Ms. Bayer gave comments regarding the Fire Department's recruitment challenges and mandatory overtime. Ms. Bayer urged the council to complete the public safety contract labor negotiations.

O. CITY COUNCIL CONSENT CALENDAR
Motion by Councilmember Johnson III
Seconded by Vice Mayor Martinez
To approve all items on the Consent Calendar except Items O.3.a, O.5.a, and O.8.k.

Ayes (7): Councilmember Bates, Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, Vice Mayor Martinez, and Mayor Butt
Passed (7 to 0)

O.1 City Attorney's Office
O.1.a Legal Services Agreement with Liebert Cassidy Whitmore Legal for Litigation Services
APPROVE a new agreement with the law firm of Liebert Cassidy Whitmore, in a total amount not to exceed $225,000, for the continuation of litigation legal services, for a term of June 30, 2022, to June 30, 2023 – City Attorney’s Office (Dave Aleshire/Heather McLaughlin 510-620- 6509).

O.1.b Legal Services Agreement for Labor Negotiations and Employment Advice and Representation with the Law Firm of Liebert Cassidy Whitmore

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APPROVE a legal services agreement with the law firm of Liebert Cassidy Whitmore, for a total contract amount of $165,000, for a term starting July 1, 2022, through June 30, 2023 – City Attorney’s Office (Dave Aleshire 510-620-6509).

O.2 City Clerk's Office
O.2.a City Council Meeting Minutes
APPROVE the minutes of the October 18, 2022, Regular City Council meeting - City Clerk's Office (Pamela Christian 510-620-6513).

O.3 City Council
O.3.a Audit of the Port of Richmond
DIRECT staff to conduct a comprehensive audit of the Richmond Port that will provide a Comprehensive Assessment and integrate the development of the Blue-Green New Deal into the ongoing planning and operations of the Port of Richmond and return to the City Council in January 2023 - Councilmembers Claudia Jimenez (510-620-6565) and Gayle McLaughlin (510-620-6636).

Councilmembers Jimenez and McLaughlin introduced the matter.

Discussion ensued. The council requested the following: sustainability policies; staff return in January 2023 with an economic analysis, policy suggestions, the specific information outlined in the staff report; vacant sites and priority areas; condition report; cost projection for repairs and capital improvements; and maritime grants. The following individuals gave comments via teleconference: Sally Tobin, Lisa Cody, Jamin Pursell, Pam Stello, David Helvarg, and Mark Wassberg.

Motion by Councilmember Jimenez
Seconded by Councilmember McLaughlin
To approve said direction to staff with the audit looking backward and to the current time. A friendly amendment made by Councilmember McLaughlin for staff to return with the audit at the end of January 2023 for a study session was accepted. A friendly amendment made by Mayor Butt that the audit included a discussion of an infrastructure condition report for the Port, available grants, and the vacant Cafeteria Building was accepted.

Ayes (6): Councilmember Jimenez, Councilmember Johnson III, Councilmember McLaughlin, Councilmember Willis, Vice Mayor Martinez, and Mayor Butt
Absent (1): Councilmember Bates
Passed (6 to 0)

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O.4 Community Development
O.4.a On-Call Financial and Economic Analyses Services
ADOPT a resolution authorizing contracts for on-call financial and economic analyses services, for an amount not to exceed $50,000 per vendor, including Land Econ Group, David Paul Rosen & Associates, and CSG Advisors, for a one-year term, November 1, 2022, through October 31, 2023, with an option to extend the contract term date for one year – Community Development Department (Lina Velasco/Jesus M. Morales 510-620-6706).

Adopted Resolution No. 158-22
O.4.b Terraces Subordination Agreement
AUTHORIZE the city manager to execute the Subordination and Intercreditor Agreement by and between the City of Richmond, a California municipal corporation and Citibank, N.A. a national banking association, and acknowledged by Richmond Nevin Associates, a California limited partnership and make any changes to the Subordination and Intercreditor Agreement that may be needed – Community Development Department (Lina Velasco/Jesus Morales 510-620-6649).

O.5 Economic Development
O.5.a Marina Lease Amendment and Assignment
APPROVE an assignment of Marina Lease to Safe Harbors Marinas (SHM MBYH, LLC); and APPROVE an amended and restated Marina Lease between the City of Richmond and Safe Harbors Marinas (SHM MBYH, LLC) for the balance of the 55-year original lease term ending June 30, 2055 – City Manager’s Office (Craig Murray 510-307-8188).

Continued to the November 15, 2022, City Council meeting.

O.5.b Point Molate Monthly Report – September 2022
RECEIVE the Point Molate September 2022 update report on maintenance, security, and park activities – City Manager’s Office (Craig Murray 510-307-8188).

O.6 Finance Department
O.6.a Approval of Liens and Special Assessments for Unpaid Garbage Collection Service Fees Due to Republic Services
ADOPT a resolution authorizing placement of liens and special assessments for unpaid garbage collection service fees on County property tax records – Finance Department (Delmy Cuellar 510-620-6790/Antonio Banuelos 510-620-6741).

Adopted Resolution No. 159-22

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O.6.b Investment and Cash Balance Report, and Monthly Overtime Reports for the Month of September 2022
RECEIVE the City’s Investment and Cash Balance Report and monthly Overtime Reports for the month of September 2022 – Finance Department (Delmy Cuellar 510-620-6790/Mubeen Qadar 510-412-2077).

O.7 Library and Community Services
O.7.a State of California Department of Parks and Recreation Outdoor Equity Grant Program Funds for the Youth Outdoors Richmond Program ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $700,000 from the State of California Department State of Parks and Recreation Outdoor Equity Grant Program Funds for the Youth Outdoors Richmond Program - Library and Community Services Department (LaShonda White/Jene Levine-Snipes 510-307-8132).

Adopted Resolution No. 160-22
O.7.b Authorize the Purchase of 35 Refurbished Laptops from Tech Exchange for Library Patron Use, in Partial Fulfillment of a Federal Communications Commission Emergency Connectivity Fund Award APPROVE the purchase of 35 Dell Latitude e5470 laptops from Tech Exchange, for a total purchase price of $12,492.70 – Library and Community Services Department (Diana Lopez/Christopher Larsen 510- 620-5524).

O.8 Mayor's Office
O.8.a Support of Women’s Rights in Iran
ADOPT a resolution firmly supporting the immediate release of all women’s rights defenders and prisoners of conscience in the Islamic Republic of Iran, condemning the brutal murder of Mahsa Amini, and asking for the immediate cessation of human rights abuses against the Iranian people - Mayor’s Office (Mayor Tom Butt 510-620-6503).

Adopted Resolution No. 161-22
O.8.b Extra Mile Day – November 1, 2022
PROCLAMATION declaring November 1, 2022, as Extra Mile Day in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510-620-6503).

O.8.c Family Court Awareness Month – November 2022
PROCLAMATION declaring November 2022 as Family Court Awareness Month in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510- 620-6503).

O.8.d Design Review Board Appointment
APPOINT Leah Marthinsen, Design Review Board, Seat #2, Unexpired Term Expires March 17, 2023 - Mayor’s Office (Mayor Tom Butt 510- 620-6503).

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O.8.e Commission on Aging Reappointment
REAPPOINT Naomi Williams, Commission on Aging, Seat #9, Term Expires May 19, 2026 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

O.8.f Community Police Review Commission Reappointment
REAPPOINT Yenny Garcia, Community Police Review Commission, Seat #4, Term Expires November 1, 2025 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

O.8.g Fund for Children and Youth Oversight Board Reappointment REAPPOINT Katherine Lee, Fund for Children and Youth Oversight Board, Seat #2, Term Expires December 2, 2023 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

O.8.h Housing Advisory Commission Reappointments
REAPPOINT Y’Anad Burrell, Housing Advisory Commission, Seat #1, Term Expires November 1, 2024; Dena Nelson, Housing Advisory Commission, Seat #2, Term Expires November 1, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).

O.8.i Recreation and Parks Commission Reappointments
REAPPOINT Joey Smith, Recreation and Parks Commission, Seat #4, Term Expires October 26, 2025; Allison Blakeley, Recreation and Parks Commission, Seat #7, Term Expires October 26, 2025; Maryn Hurlbut, Recreation and Parks Commission, Seat #8, Term Expires October 26, 2025 – Mayor’s Office (Mayor Tom Butt 510-620-6503).

O.8.j Youth Council Reappointment
REAPPOINT Gabrielle Stevenson, Youth Council, Seat #5, Term Expires October 1, 2023 – Mayor’s Office (Mayor Tom Butt 510-620-6503).

O.8.k Veterans Day 2022
ADOPT a resolution honoring Veterans Day – Mayor’s Office (Mayor Tom Butt 510-620-6503).

Councilmember Bates introduced the matter. Discussion ensued. Mark Wassberg gave comments via teleconference.

Motion by Councilmember Bates
Seconded by Vice Mayor Martinez
To adopt said resolution.

Ayes (7): Councilmember Bates, Councilmember Jimenez,
Councilmember Johnson III, Councilmember McLaughlin,
Councilmember Willis, Vice Mayor Martinez, and Mayor Butt Passed (7 to 0)
Adopted Resolution No. 162-22

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O.9 Public Works
O.9.a Dump Day Event Agreement
APPROVE the Dump Day Event Agreement with Caltrans; and ACCEPT and APPROPRIATE $25,000 of funds to be reimbursed to the City of Richmond’s Public Works Department, Abatement Division – Public Works Department (Nickie Mastay/Hugo Mendoza 510-231-3030) P. NEW BUSINESS
P.1 Report on Police and Fire Department Recruitment
RECEIVE a status report on the police department and fire department recruitment efforts – Human Resources Department (Sharrone Taylor 510-620- 6803). This item was continued from the October 25, 2022, meeting.

Interim Human Resources Director Sharrone Taylor presented a PowerPoint that highlighted the following: police social media campaign and digital outreach; firefighter applications and examinations; and next steps. Discussion ensued.

The council requested the following: an explanation for not including Fire Department lateral recruitments; five-year historical application statistics; police exit interview data; other jurisdictions hiring financial incentives; and applicant demographics. Mark Wassberg gave comments via teleconference.

P.2 2019-20/2020-21 Rent Program Annual Report
RECEIVE the 2019-20/2020-21 Rent Program Annual Report infographic video - Richmond Rent Program (Nicolas Traylor 510-620-6564). This item was continued from the October 25, 2022, meeting.

Rent Program Executive Director Nicolas Traylor presented an infographic video that highlighted the following: mission; housing and financial stability; eviction and rent increase policies; rent assistance program; active enforcement and compliance; tenant and landlord counseling; termination of tenancy; and financial summary. Discussion ensued. The council requested the following: the number of Richmond rental units withdrawn from the market; credible information for the current number of Richmond rental units; and the average rent increase that represented the allowable increase of 5.2%. The following individuals gave comments via teleconference: Mark Wassberg, Jamin Pursell, Zack Jenssen, and Deborah Small. Further discussion ensued.

Q. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
Councilmember Bates announced that the Richmond Galileo Club was hosting its annual "Louie Aiello's Turkey Dinner Night" on Saturday, November 5, 2022.

Councilmember McLaughlin reminded the public to vote on Tuesday, November 8, 2022.

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R. ADJOURNMENT
There being no further business, the meeting adjourned at 9:37 p.m., in memory of Brady Jackson, Takeoff of the rap group Migos, and Bob Dabney, to meet again on November 15, 2022, at 6:30 p.m.

Clerk of the City of Richmond Mayor

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November 15, 2022

City Council

DATE: November 15, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Councilmember Gayle McLaughlin

Subject:

Noise Issues Coming from Port Industries
FINANCIAL IMPACT: None

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

There have been repeated complaints from residents in
the Marina Bay area in regard to constant loud noises
coming from the Richmond Port industries throughout the night. The City has an obligation to resolve this issue by regulating these industries in the interest of the health and well-being of our residents.

RECOMMENDED ACTION: DIRECT staff to bring a report to the City Council in December that addresses ways to regulate the major
noise issues coming from Port Industries -
Councilmember Gayle McLaughlin (510-620-6636).

DISCUSSION:

Over the past two years, residents in the Marina Bay area have repeatedly complained about the noise impact from Port industries that they are having to endure. They have expressed that the situation is out of control at this point and the impacted residents of AGENDA
REPORT

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November 15, 2022
Marina Bay, and likely other neighborhoods, are suffering because of the nearly nonstop noise and particulate pollution coming from these industries at the Port. The situation has grown intolerable over the last few years, and even more so in recent months, with the rail traffic and the shipments dramatically increasing. The Port and Marina Bay neighborhood directly interface each other, and something needs to be done to address this critical problem as soon as possible. Studies have shown that sleep deprivation has a strong correlation with health and well-being. Residents are talking about moving out of Richmond due to the relentless noise. They have stated that the Port now operates around the clock -- noisy shipments of coal and industrial oils, etc.

City staff is already starting to work on looking at ways to resolve this (whether through an implementation of our noise ordinance, through mitigations/conditions/regulations by way their Port leases, or through other methods). This item directs staff to come back to the City Council in December with a report-back on how best to address this situation.

DOCUMENTS ATTACHED:

None

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Page 1 of 3 ends

November 15, 2022

Community Development

DATE: November 15, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Lina Velasco, Director of Community Development
Jesus Morales, Housing Manager
Subject:

2-month Extension of Rebuilding Together East Bay
North/SOS Contract
FINANCIAL IMPACT: Funding for this contract amendment is appropriated in the unhoused intervention program account string:
15061219-400201-RI160. In addition, since a portion of the services will be at the Castro Encampment, a portion will be funded using Encampment Resolution funds in
account string 15061219-400201-16G07.

PREVIOUS COUNCIL
ACTION:

July 27, 2021

STATEMENT OF THE
ISSUE:

City staff is seeking City Council approval of an
amendment no. 2 of the contract with Rebuilding
Together East Bay North (RTEBN) to increase the
contract limit by $166,504.72, for a new total contract limit not to exceed 1,150,479.72, and extend the contract term to January 31, 2023. City staff issued a Request for Qualifications (RFQ) for Unhoused Services and are
working on evaluating the qualifications for
recommendation to the City Council for on-going services for the unhoused. City Staff is requesting that the current RTEBN contract be extended for two months to allow
time to review and rank qualifications.

AGENDA
REPORT

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November 15, 2022
RECOMMENDED ACTION: APPROVE an Amendment No. 2 of the Rebuilding Together East Bay-North (RTEBN) contract to extend the
term to January 31, 2023, and increase the contract limit by $166,504.72, for a new total contract limit not to
exceed 1,150,479.72, to continue providing encampment
services and job opportunities for the unhoused –
Community Development (Lina Velasco/Jesus Morales
510-620-6649).

DISCUSSION:

The Housing Division is seeking City Council approval of a two-month extension of the current Rebuilding Together East Bay-North contract to continue providing encampment services and job opportunities for the unhoused. The original sole source contract was approved by the City Council on July 27, 2021. An Amendment No. 1 for time only was approved on August 1, 2022, to extend the term until November 30, 2022.

City staff issued a Request for Qualifications (RFQ) for Unhoused Services in August 2022. Responses were received for a range of services, including street outreach, hygiene interventions, employment programs, housing navigation, and operation of emergency interventions such as emergency shelters, safe parking programs, and cabin communities. City staff are working on evaluating the responses/qualifications received to recommend contracts and services to the City Council in support of unhoused residents of Richmond based on needs.

City staff are requesting that the current RTEBN contract be extended for two months to allow staff time to review and rank the qualifications received. This is necessary to continue to provide services at Castro and other encampments in the City.

Currently RTEBN, via their program Safe Organized Spaces (SOS), is providing the following services at encampments specified by the City:

1. Cleanup of trash and dumping

2. Mobile showers

3. Portable toilets and drinking water

4. Providing outreach to address local situations to improve public safety

5. Providing workforce training and job opportunities for the unhoused population

In addition, over the past year, SOS has created job opportunities for encampment dwellers, and some have successfully transitioned to stable housing.

The funds remaining in the current contract will be exhausted by November 30, 2022. In order to continue providing encampment services and job opportunities for two more months, additional funding of $166,504.72 is needed.

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November 15, 2022
DOCUMENTS ATTACHED:

Attachment 1 – Amendment No. 2
Attachment 2 – Original Contract and Amendment No. 1

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CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)

Term, Payment Limit and Service Plan
Payment Limit and Service Plan

Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (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. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

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Contract Amendment/EJ/TE 09-26-07

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

7. Signatures. These signatures attest the parties’ agreement hereto:

CITY OF RICHMOND, CALIFORNIA
a municipal corporation

By _______________________

Title:

I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.

By _______________________
City Clerk

Approved as to form:

By_______________________
City Attorney

List of Attachments:

1. Amendment Provisions

2. Updated Insurance Certificates

CONTRACTOR:

______________________________

(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)

By____________________________

Title:________________________

(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)

By:___________________________

Title:________________________

(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President
and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.

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Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:

"2. Term. The effective date of this Contract is

____________________________________________________________ (Insert original contract commencement date)

and it terminates

___________________________________________________.
(Insert new contract termination date)

unless sooner terminated as provided herein."

2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:

"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ including expenses."

“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”

3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07

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Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (SERVICE PLAN)
(CONTRACTOR’S OBLIGATION’S)

The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07

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For the Contract between the City of
Richmond and

Rebuilding Together East Bay-North
_____________________________

Outreach to Neighborhoods and Encampments - 5 days/week

The Outreach Team provisionally employs one team leader and one team member (in coming months, capacity will increase to include a team of five). Outreach establishes new relationships with interested encampment residents and housed neighbors with a goal of creating and sustaining regular contact to improve health, safety, access to job opportunities and housing. A team leader works for 35 hours per week at $21 per hour.

A team member works for 18 hours per week at $18 per hour. Relationships are deepened with people who present the highest priority situations for the city, are the most vulnerable, and/or are the most invested in making personal change. Priority relationships are deepened with problem-solving and access to resources, and navigational support.

Additional Encampment Services - 3 Castro visits/week

Additional encampment services are provided at Castro encampment for delivery of drinking water and maintenance of toilets and other community amenities. A team member works for 12 hours per week at $18 per hour.

Develop Workforce and Leaders

Four managers are employed to: lead and administer outreach and service to Richmond’s unhoused population; support the deployment and supervision of the 20+ member unhoused workforce team and troubleshoot human resource and behavioral problems; manage program operations and promote these activities; build and sustain community relationships and stakeholders; troubleshoot logistical and material problems; lead staff team planning, training, personal development, and improvements in health, job advancements and housing; work with institutional leaders as thought partners and integral partners for development and operations of unhoused interventions; lead in the development of a startup SOS organization.

An unhoused Logistics Manager works for 35 hours per week at $21/hr. A Workforce Coordinatodxr is provisionally hired to work 20 hours per week at $25 per hour. An Administrative Assistant works for 40 hours per week at $25 per hour. An Executive Director works for 40 hours at $34 per hour. The equity pay ratio of lowest-to-highest paid employees is less than 2:1

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Labor No. of Weeks
No. of
staff Hours per Day
No of
Days
Total
Hours Hourly rate Weekly rate 8.71
Cleanup of Trash
Mobile Team members 3 6 6 108 18.00$ 1,944.00$ 16,940.57$ Team Leaders 1 7 6 42 21.00$ 882.00$ 7,686.00$ Castro Team members 4 4 3 48 18.00$ 864.00$ 7,529.14$ 32,155.71$
Shower Delivery
Team Leader 1 5 5 25 21.00$ 525.00$ 4,575.00$ Team members 1 5 5 25 18.00$ 450.00$ 3,921.43$ 8,496.43$
Outreach to Neighborhoods and Encampments
Team Leader 1 7 5 35 21.00$ 735.00$ 6,405.00$ Team member 1 18 18.00$ 324.00$ 2,823.43$ 9,228.43$
Additional Encampment Services - 3 Castro visits/week
Team member 1 12 18.00$ 216.00$ 1,882.29$ 1,882.29$
Develop Workforce and Leaders
Logistics Manager 1 35 21.00$ 735.00$ 6,405.00$ Administrative Asst. 1 40 25.00$ 1,000.00$ 8,714.29$ Workforce Coordinator 1 20 25.00$ 500.00$ 4,357.14$ Executive Director 1 40 34.00$ 1,360.00$ 11,851.43$ 31,327.86$
9,535.00$ 83,090.71$
Payroll taxes , workers comp 30% 2,860.50$ 24,927.21$ Paid time off 465.00$ 6,000.00$
Total Labor 12,860.50$ 114,017.93$
Fixed Costs
Equip, Supplies, Gas, Materials, Vehicle Overhead, Toilets, etc 20,000.00$ Debris Transfer Fees 9,000.00$
Insurance - Vehicles 2,000.00$
Insurance - Liability 2,000.00$
Utilities, Phone, Internet 300.00$
Rent and Storage 4,050.00$
Total Fixed Costs 37,350.00$
151,367.93$
Overhead charge 10% 15,136.79$
Total 166,504.72$

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Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (AMENDMENT HISTORY)

The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

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___ 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.

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___ 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.

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___ 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.

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 69 of 726 ends

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
4/19/2022
Arthur J. Gallagher & Co. Insurance Brokers of CA., Inc. 595 Market Street
Suite 2100
San Francisco CA 94105
Darby Hughes
415-546-9300
415-536-8499
[email protected]
License#: 0726293
Philadelphia Indemnity Insurance Company
18058
REBUTOG-92
Rebuilding Together, Inc. (Affiliates)
Rebuilding Together East Bay North
999 N. Capitol St., NE, Suite 701
Washington DC 20002
1203313896
A
X
1,000,000
X
100,000
5,000
1,000,000
2,000,000
X
X
Stop Gap Liab
Y
PHPK2389341
3/15/2022
3/15/2023
2,000,000

STP GAP/ND OH WA WY
1,000,000
A
X
X
10,000,000
PHUB806426
3/15/2022
3/15/2023
10,000,000
X
10,000
With respect to the Safe Organized Spaces Richmond Project. City of Richmond, it's Council, Recreation Department and their officers, employees and agents are included as additional insured with respect to General Liability per attached endorsement where required by written contract.

City of Richmond
ATTN: Lina Velasco
3230 Macdonald Ave
Richmond CA 98404

Page 70 of 726 ends

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
3/14/2022
Arthur J. Gallagher & Co. Insurance Brokers of CA., Inc. 595 Market Street
Suite 2100
San Francisco CA 94105
Darby Hughes
415-546-9300
415-536-8499
[email protected]
License#: 0726293
Philadelphia Indemnity Insurance Company
18058
REBUTOG-92
Tokio Marine Specialty Ins Co
23850
Rebuilding Together, Inc. (Affiliates)
Rebuilding Together East Bay North
999 N. Capitol St., NE, Suite 701
Washington DC 20002
1688369312
A
X
1,000,000
X
100,000
5,000
1,000,000
2,000,000
X
X
Stop Gap Liab
PHPK2389341
3/15/2022
3/15/2023
2,000,000

STP GAP/ND OH WA WY
1,000,000
A
1,000,000
X
X
X
PHPK2389341
3/15/2022
3/15/2023
A
X
X
10,000,000
PHUB806426
3/15/2022
3/15/2023
10,000,000
X
10,000
B
B
Contractors Pollution/Prof Liab
Commercial Crime (Fidelity)
PPK2389330
PSD1699056
3/15/2022
3/15/2022
3/15/2023
3/15/2023
$1,000,000
Limit
$25,000
$50,000
***EVIDENCE OF INSURANCE***

Page 71 of 726 ends

POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 20 26 04 13

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page o f

ADDITIONAL INSURED – DESIGNATED

PERSON OR ORGANIZATION

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE

Name Of Additional Insured Person(s) Or Organization(s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:

1. In the performance of your ongoing operations;
or

2. In connection with your premises owned by or
rented to you.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

PHPK2246006
PHPK2389341

Page 72 of 726 ends

&,7<2)5,&+021'
67$1'$5'&2175$&7
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:

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 (E
xhibit 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.

Community Development Lina Velasco
[email protected] (510) 620-6706
15066
Safe Organized Spaces (SOS!) Richmond, a program of Rebuilding Together East Bay-North (RTEBN) will provide outreach and support unsheltered people who reside in homeless encampments across the City of Richmond.

Rebuilding Together East Bay-North
732 Gilman Street
Berkeley, CA 94710
J.W. Frye
(510) 644-8979 [email protected]
4006-0490 August 21, 2021
July 20, 2021
July 20, 2022
983,975.00
✔

22200406 / 5763

Page 73 of 726 ends

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

T i t l e : By:

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

Date Signed:

B y :

City Clerk

7KH&RUSRUDWLRQ&KLHI)LQDQFLDO2IILFHU
6HFUHWDU\RU$VVLVWDQW6HFUHWDU\VKRXOGVLJQEHORZ

Approved as to form:

B y :

B y : T i t l e :

City Attorney
Date Signed:
( N O T E : P u r s u a n t t o 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.

L I S T O F A T T A C H M E N T S :

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
Rebuilding Together East Bay-North

Page 74 of 726 ends

For the Contract between the City of
Richmond and
(;+,%,7$
6(59,&(3/$1
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
&LW\ RI 5LFKPRQG &$
See attached for program description and budget.

Rebuilding Together East Bay-North

Page 75 of 726 ends

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^K^͊ZŝĐŚŵŽŶĚŚĂƐďĞĞŶŽƉĞƌĂƚŝŽŶĂůƐŝŶĐĞϮϬϭϵĂŶĚƵŶŝƋƵĞůǇĨŽĐƵƐĞƐŝƚƐŵŝƐƐŝŽŶŽŶŝŵƉƌŽǀŝŶŐ ƐĂĨĞƚǇĂŶĚƉƌŽǀŝĚŝŶŐĞƐƐĞŶƚŝĂůĐĂƌĞĨŽƌŚŽŵĞůĞƐƐĞŶĐĂŵƉŵĞŶƚĚǁĞůůĞƌƐŝŶŝŶĨŽƌŵĂůƐƚƌƵĐƚƵƌĞƐ ĂŶĚƵŶŚŽƵƐĞĚǀĞŚŝĐůĞͲĚǁĞůůŝŶŐŚŽƵƐĞŚŽůĚƐŽŶĐŝƚǇƐƚƌĞĞƚƐĂŶĚŽƚŚĞƌƵŶƐƵƉƉŽƌƚĞĚůŽĐĂƚŝŽŶƐ͘ dŚĞƌĞĂŝƌĞĐƚŽƌǁŝůůĚŝƌĞĐƚƚŚĞĚĞǀĞůŽƉŵĞŶƚĂŶĚŽƉĞƌĂƚŝŽŶŽĨƚŚĞ^ƚƌĞĞƚƐdĞĂŵĨŽƌĚĂǇƚŝŵĞ ĞŶĐĂŵƉŵĞŶƚĂŶĚŶĞŝŐŚďŽƌŚŽŽĚĞŶŐĂŐĞŵĞŶƚĂŶĚƉƌŽǀŝƐŝŽŶŽĨďĂƐŝĐĂŵĞŶŝƚŝĞƐ͕ĂŶĚĨŽƌ ŶŝŐŚƚƚŝŵĞŶĞŝŐŚďŽƌŚŽŽĚƌĞƐƉŽŶƐĞƐƌĞůĂƚĞĚƚŽƉƵďůŝĐƐĂĨĞƚǇĂŶĚƋƵĂůŝƚǇŽĨůŝĨĞŝƐƐƵĞƐ͘,ĞǁŝůůĂůƐŽ ĐŽŽƌĚŝŶĂƚĞĂĐƚŝǀŝƚŝĞƐƚŽƐƵƉƉŽƌƚĨŽƌƚŚĐŽŵŝŶŐŝŶƚĞƌŝŵƐŚĞůƚĞƌŝŶŐƉƌŽŐƌĂŵƐ͘
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dŚĞ^ƚƌĞĞƚƐdĞĂŵŝƐĂǁŽƌŬĨŽƌĐĞĚĞǀĞůŽƉŵĞŶƚƉƌŽŐƌĂŵƚŚĂƚĞŵƉůŽǇƐŚŽŵĞůĞƐƐŝŶĚŝǀŝĚƵĂůƐƚŽĨŝůů ĂĐƌŝƚŝĐĂůŐĂƉĨŽƌŝŵƉƌŽǀĞŵĞŶƚŽĨƵŶƐĂĨĞĐŽŶĚŝƚŝŽŶƐĨŽƌƚŚĞŚĞĂůƚŚĂŶĚƐĞĐƵƌŝƚǇŽĨƵŶŚŽƵƐĞĚ ƉŽƉƵůĂƚŝŽŶƐĂŶĚŶĞŝŐŚďŽƌƐŝŵƉĂĐƚĞĚďǇŚŽŵĞůĞƐƐŶĞƐƐ͘
ŵƉůŽǇĞĞƐƉĂƌƚŝĐŝƉĂƚĞŝŶůŝĨĞƐŬŝůůƐĂŶĚ
ĞŵƉůŽǇŵĞŶƚͲƌĞůĂƚĞĚƐĞƐƐŝŽŶƐƚŽƉƌŽŵŽƚĞŵĂŝŶƐƚƌĞĂŵďĞŚĂǀŝŽƌƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĞŶĂďůŝŶŐ ƚŚĞŵƚŽďƵŝůĚŽŶƐŬŝůůƐĂŶĚĚĞǀĞůŽƉĂǁŽƌŬŚŝƐƚŽƌǇĨŽƌĞǀĞŶƚƵĂůĞŵƉůŽǇŵĞŶƚĞůƐĞǁŚĞƌĞ͘
dŚĞ^ƚƌĞĞƚƐdĞĂŵƌĞƐƉŽŶĚƐƚŽŚŽŵĞůĞƐƐŶĞƐƐĂƚƉĂƌŬƐ͕ĨƌĞĞǁĂǇƐ͕ƚƌĂŝŶƚƌĂĐŬƐ͕ĐƌĞĞŬƐĂŶĚŽŶ ŶĞŝŐŚďŽƌŚŽŽĚƐƚƌĞĞƚƐĂƚŬĞǇůŽĐĂƚŝŽŶƐƚŚƌŽƵŐŚŽƵƚZŝĐŚŵŽŶĚ͕ĂƐĚĞƚĞƌŵŝŶĞĚďǇƚŚĞŝƚǇŽĨ ZŝĐŚŵŽŶĚ͘^K^͊ĂŶƚŝĐŝƉĂƚĞƐƚŚĂƚŝƚƐĐƵƌƌĞŶƚĨŝĨƚĞĞŶƉĂŝĚƵŶŚŽƵƐĞĚŝŶĚŝǀŝĚƵĂůƐĐƵƌƌĞŶƚůǇƐĞƌǀŝŶŐ

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ĂƐŶĞŝŐŚďŽƌŚŽŽĚƐƚĞǁĂƌĚƐĂŶĚƌŽůĞŵŽĚĞůƐŵĂǇďĞƐĐĂůĞĚƵƉƚŽĂƐŵĂŶǇĂƐϲϬƉĂŝĚĞŵƉůŽǇĞĞƐ ĂŶĚŝŶƚĞƌŶƐ͘

dŚĞ^ƚƌĞĞƚƐdĞĂŵǁŝůůƉƌŽǀŝĚĞŽƵƚƌĞĂĐŚƚŚƌŽƵŐŚƚŚĞƉƌŽǀŝƐŝŽŶŽĨƚƌĂƐŚĐůĞĂŶƵƉ͕ƐĂŶŝƚĂƚŝŽŶĂŶĚ ŚǇŐŝĞŶĞŝŶƚĞƌǀĞŶƚŝŽŶƐ͕ĞŵƉŽǁĞƌŵĞŶƚƉƌŽĐĞƐƐĞƐ͕ĂŶĚĐŽŵŵƵŶŝƚǇůŝĂŝƐŽŶƐĞƌǀŝĐĞƐƚŚĂƚůĞĂĚƚŽ ŝŵƉƌŽǀĞĚĞŶĐĂŵƉŵĞŶƚĂŶĚŶĞŝŐŚďŽƌŚŽŽĚĐŽŶĚŝƚŝŽŶƐ͘ŽŵŵƵŶŝƚǇͲŝŶƚĞŐƌĂƚĞĚĞĨĨŽƌƚƐǁŝůů ĞŶŐĂŐĞƉƵďůŝĐ͕ŶŽŶƉƌŽĨŝƚ͕ĐŽŵŵƵŶŝƚǇͲďĂƐĞĚĂŶĚďƵƐŝŶĞƐƐƐĞĐƚŽƌƐƚŽůĞǀĞƌĂŐĞďĂƐŝĐĂŵĞŶŝƚŝĞƐ ĨŽƌĞŶĐĂŵƉŵĞŶƚƌĞƐŝĚĞŶƚƐ͕ĂĚĚƌĞƐƐŝŶĚŝǀŝĚƵĂůĂŶĚĐŽŵŵƵŶŝƚǇŶĞĞĚƐĂƚĞŶĐĂŵƉŵĞŶƚƐ͕ĂŶĚ ŝŵƉƌŽǀĞƌĞůĂƚŝŽŶƐŚŝƉƐďĞƚǁĞĞŶĞŶĐĂŵƉŵĞŶƚĐŽŵŵƵŶŝƚŝĞƐĂŶĚƚŚĞŶĞŝŐŚďŽƌŚŽŽĚƐǁŚĞƌĞ ĞŶĐĂŵƉŵĞŶƚƐĂƌĞůŽĐĂƚĞĚ͘

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ůĞĂŶƵƉŽĨƚƌĂƐŚĂŶĚĚƵŵƉŝŶŐ͘^K^ǁŝůůĞǆƉĂŶĚĂŶĚĚĞĞƉĞŶŝƚƐĚĞďƌŝƐƌĞŵŽǀĂůƚŽůŽĐĂƚŝŽŶƐ ƚŚƌŽƵŐŚŽƵƚZŝĐŚŵŽŶĚ͕ŝŶĐůƵĚŝŶŐĞǆŝƐƚŝŶŐĂŶĚĂďĂŶĚŽŶĞĚĞŶĐĂŵƉŵĞŶƚƐ͕ƉƵďůŝĐƐƉĂĐĞƐƐƵĐŚĂƐ ƉĂƌŬƐ͕ĐƌĞĞŬƐ͕ƐƚƌĞĞƚƐ͕ĂŶĚĂŶǇǁŚĞƌĞƚŚĂƚƚƌĂƐŚĂĐĐƵŵƵůĂƚĞƐ͘^ŝŶĐĞƌĞĐĞŝǀŝŶŐŝƚƐĨŝƌƐƚĐŝƚǇŐƌĂŶƚŝŶ ϮϬϭϵ͕^K^͊ZŝĐŚŵŽŶĚŚĂƐŚĂĚĂƐŝŐŶŝĨŝĐĂŶƚƉŽƐŝƚŝǀĞŝŵƉĂĐƚŽŶĞŶĐĂŵƉŵĞŶƚƐĂŶĚƚŚĞŝƌ ƐƵƌƌŽƵŶĚŝŶŐŶĞŝŐŚďŽƌŚŽŽĚƐ͘dŚĞ^ƚƌĞĞƚƐdĞĂŵĐƵƌƌĞŶƚůǇƌĞŵŽǀĞƐĨŝǀĞƚŽŶƐƉĞƌǁĞĞŬĨƌŽŵ ĚƵŵƉĞĚůŽĐĂƚŝŽŶƐ͘/ƚŝƐĂŶƚŝĐŝƉĂƚĞĚƚŚĂƚƚŚĞƚĞĂŵǁŝůůƌĞŵŽǀĞĂŶĚĚŝƐƉŽƐĞŽĨϴͲϭϬƚŽŶƐŽĨƚƌĂƐŚ ƉĞƌǁĞĞŬ͘

ŶĐĂŵƉŵĞŶƚƌĞƐŝĚĞŶƚƐĂƌĞĞŶĐŽƵƌĂŐĞĚĂŶĚŵŽƚŝǀĂƚĞĚƚŽƐƚĞǁĂƌĚƚŚĞŝƌƐƵƌƌŽƵŶĚŝŶŐƐĂŶĚŬĞĞƉ ƚŚĞŵĐůĞĂŶĂŶĚƐĂĨĞ͘^K^͊ZŝĐŚŵŽŶĚ͛ƐĂƉƉƌŽĂĐŚŝƐƚŽƌĞĐƌƵŝƚĂŶĚƚƌĂŝŶĞŶĐĂŵƉŵĞŶƚƌĞƐŝĚĞŶƚƐ ƚŽƐĞůĨͲŵĂŶĂŐĞƚŚĞŝƌƐƉĂĐĞƐĂŶĚƉƌĞƉĂƌĞƚƌĂƐŚĨŽƌƌĞŵŽǀĂůĂŶĚĚŝƐƉŽƐĂůďǇƚŚĞ^ƚƌĞĞƚƐdĞĂŵ͛Ɛ ŵŽďŝůĞĞŶŐĂŐĞŵĞŶƚƚĞĂŵ͘
ŶĐĂŵƉŵĞŶƚĚǁĞůůĞƌƐǁŝůůďĞŶĞĨŝƚĨƌŽŵŝŵƉƌŽǀĞĚůŝǀŝŶŐĐŽŶĚŝƚŝŽŶƐ͕Ă ŚĞĂůƚŚŝĞƌĞŶǀŝƌŽŶŵĞŶƚ͕ĂŶĚƐĂĨĞƌĂŶĚŵŽƌĞŽƌŐĂŶŝǌĞĚĐĂŵƉĐŽŵŵƵŶŝƚŝĞƐ͘dŚŝƐŝƐŵĂĚĞƉŽƐƐŝďůĞ

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ďǇĐƵůƚŝǀĂƚŝŶŐƚƌƵƐƚŝŶŐƌĞůĂƚŝŽŶƐŚŝƉƐ͕ĂŶĚ^ƚƌĞĞƚƐdĞĂŵŵĞŵďĞƌƐƵƐĞƚŚĞŝƌƵŶŝƋƵĞŬŶŽǁůĞĚŐĞŽĨ ůŽĐĂůŝǌĞĚĐƵůƚƵƌĞƐ͕ĚǇŶĂŵŝĐƐ͕ĂŶĚŶƵĂŶĐĞĚĞŶĐĂŵƉŵĞŶƚĞǆƉĞƌŝĞŶĐĞƐƚŽŐĂŝŶƚƌƵƐƚĂŶĚŵŽĚĞů ůĞĂĚĞƌƐŚŝƉ͘dĞĂŵŵĞŵďĞƌƐĐĂŶƌĞůĂƚĞƚŽƚŚĞŝƌƵŶƐŚĞůƚĞƌĞĚƉĞĞƌƐŽŶĂůĞǀĞůƚŚĂƚŝƐŶŽƚƉŽƐƐŝďůĞ ǁŝƚŚŝŶƐƚŝƚƵƚŝŽŶĂůƐĞƌǀŝĐĞƉƌŽǀŝĚĞƌƐ͕ĞŶĂďůŝŶŐƚŚĞŵƚŽĨŽƐƚĞƌĞŵƉŽǁĞƌŵĞŶƚĂŶĚƉŽƐŝƚŝǀĞ ďĞŚĂǀŝŽƌ͘

/ŵƉƌŽǀĞŵĞŶƚƐŝŶĐŽůůĂďŽƌĂƚŝŽŶĂŶĚƐŚĂƌĞĚƉƌŽƚŽĐŽůƐĂŵŽŶŐƚŚĞƐĞƵŶŚŽƵƐĞĚůĞĂĚĞƌƐ͕ĂŶĚ ƉƵďůŝĐĂŐĞŶĐŝĞƐĂŶĚŶĞŝŐŚďŽƌŚŽŽĚŐƌŽƵƉƐ͕ǁŝůůƉƌŽǀŝĚĞƚŚĞŝƌĞǇĞƐŽŶƚŚĞŐƌŽƵŶĚĨŽƌƚŚĞ^ƚƌĞĞƚƐ dĞĂŵƚŽďĞƌĞƐƉŽŶƐŝǀĞƚŽŶĞǁŶĞĞĚƐĞĂĐŚĚĂǇ͕ƚŚƵƐďĞŶĞĨŝƚƚŝŶŐƚŚĞŝƚǇĂŶĚƌĞůŝĞǀŝŶŐƚŚĞ ŽǀĞƌǁŚĞůŵŝŶŐƉƌŽďůĞŵŽĨŝůůĞŐĂůĚƵŵƉŝŶŐ͘dŚƌŽƵŐŚƚŚŝƐƉƌŽĐĞƐƐ͕ƐƚĂŬĞŚŽůĚĞƌƐŝŵƉƌŽǀĞƚŚĞ ƉĞƌĐĞƉƚŝŽŶŽĨƉƵďůŝĐƉĂƌŬƐ͕ƐƚƌĞĞƚƐ͕ĂŶĚŽƚŚĞƌƉƌŽŵŝŶĞŶƚƉůĂĐĞƐĂƐƐĂĨĞƐƉĂĐĞƐ͕ŝŶĨŽƌŵ ƉĞƌĐĞƉƚŝŽŶƐĂďŽƵƚŚŽŵĞůĞƐƐŶĞƐƐ͕ĂŶĚŝŶĐƌĞĂƐĞĐƌŽƐƐͲƐĞĐƚŽƌĐŽŽƉĞƌĂƚŝŽŶ͘
dŚĞ^ƚƌĞĞƚƐdĞĂŵŵŽĚĞůƐƚŚŝƐĐůĞĂŶƵƉĂĐƚŝǀŝƚǇĨŽƌůŽĐĂůĞŶĐĂŵƉŵĞŶƚƌĞƐŝĚĞŶƚƐĂŶĚŶĞŝŐŚďŽƌƐ ĂůŝŬĞĂŶĚƌĂŝƐĞƐƉƵďůŝĐĂǁĂƌĞŶĞƐƐĂďŽƵƚŶĞŝŐŚďŽƌŚŽŽĚƐĂĨĞƚǇ͘ƐƚŚĞ^ƚƌĞĞƚƐdĞĂŵĐŽŶĚƵĐƚƐŝƚƐ ƐĂŶŝƚĂƚŝŽŶĂŶĚŽƵƚƌĞĂĐŚĞĨĨŽƌƚƐ͕^K^͊ZŝĐŚŵŽŶĚĐŽŵŵƵŶŝĐĂƚĞƐǁŝƚŚŶĞŝŐŚďŽƌŚŽŽĚƉĂƌƚŶĞƌƐĂŶĚ ĐŽŵŵƵŶŝƚǇůĞĂĚĞƌƐ͕ƉƵďůŝĐĂŐĞŶĐǇƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐ͕ĂƚƚĞŶĚƐŶĞŝŐŚďŽƌŚŽŽĚĐŽƵŶĐŝůĂŶĚĐŝǀŝĐ ŐƌŽƵƉŵĞĞƚŝŶŐƐ͕ĂŶĚƐŚŽǁƐƵƉŽŶŶĞŝŐŚďŽƌŚŽŽĚƐƚƌĞĞƚƐƌĞĂĚǇƚŽĞŶŐĂŐĞŝŶĐŽŶǀĞƌƐĂƚŝŽŶƐǁŝƚŚ ŚŽƵƐĞĚĂŶĚƵŶŚŽƵƐĞĚŶĞŝŐŚďŽƌƐĂŶĚƌĞƐƉŽŶĚƚŽƚŚĞŝƌĐŽŶĐĞƌŶƐĂŶĚŶĞĞĚƐ͘/ƚŽƌŐĂŶŝǌĞƐĨŽƌ ŐƌĞĂƚĞƌůĞǀĞůƐŽĨĐŽŵŵƵŶŝĐĂƚŝŽŶĂŶĚĐŽŽƉĞƌĂƚŝŽŶĂďŽƵƚƚŚĞƉƌŽďůĞŵƐŽĨŚŽŵĞůĞƐƐŶĞƐƐ͘^ƵĐŚ ƉƵďůŝĐĂǁĂƌĞŶĞƐƐĞĨĨŽƌƚƐǁŝůůƵůƚŝŵĂƚĞůǇƌĞƐƵůƚŝŶƚŚĞŝŶƚƌŽĚƵĐƚŝŽŶŽĨŝŶƚĞƌŝŵƐŚĞůƚĞƌŝŶŐ͕ĂŶĚ ĞǀĞŶƚƵĂůůǇƉĞƌŵĂŶĞŶƚŚŽƵƐŝŶŐ͕ƐŽůƵƚŝŽŶƐŝŶZŝĐŚŵŽŶĚŶĞŝŐŚďŽƌŚŽŽĚƐ͘
ĞůŝǀĞƌŵŽďŝůĞƐŚŽǁĞƌƐƚŽůŽĐĂƚŝŽŶƐŶĞĂƌƵŶŚŽƵƐĞĚŶĞŝŐŚďŽƌƐ͘dŚĞ^ƚƌĞĞƚƐdĞĂŵǁŝůůŽƉĞƌĂƚĞ ƚŚĞ^ŚŽǁĞƌWŽǁĞƌƉƌŽŐƌĂŵ͕ĂĐŽůůĂďŽƌĂƚŝǀĞ͕ĐŽŽƌĚŝŶĂƚĞĚĞĨĨŽƌƚƚŚĂƚŝŶĐůƵĚĞƐĂŵŽďŝůĞƐŚŽǁĞƌ ƚƌĂŝůĞƌƚŚĂƚƚƌĂǀĞůƐƚŽŚŽŵĞůĞƐƐĞŶĐĂŵƉŵĞŶƚƐĂŶĚůŽĐĂƚŝŽŶƐǁŚĞƌĞĐůƵƐƚĞƌƐŽĨƉĞŽƉůĞƌĞƐŝĚĞŝŶ ǀĞŚŝĐůĞƐ͘^K^͊ZŝĐŚŵŽŶĚƉĂƌƚŶĞƌƐǁŝƚŚŽƚŚĞƌĐŽŵŵƵŶŝƚǇŽƌŐĂŶŝǌĂƚŝŽŶƐƚŽĚĞůŝǀĞƌĂĐŽŶƐƚĞůůĂƚŝŽŶ ŽĨĞƐƐĞŶƚŝĂůƐĞƌǀŝĐĞƐĨŽƌƵŶƐŚĞůƚĞƌĞĚƌĞƐŝĚĞŶƚƐŽĨZŝĐŚŵŽŶĚǁŝƚŚƚŚĞ^ŚŽǁĞƌWŽǁĞƌƉƌŽŐƌĂŵĂƐ ŝƚƐĐŽƌŶĞƌƐƚŽŶĞ͘^ĞƌǀŝĐĞƐŝŶĐůƵĚĞŚŽƚƐŚŽǁĞƌƐ͕ĚĞůŝǀĞƌǇŽĨĨŽŽĚ͕ǁĂƚĞƌĂŶĚƐƵƉƉůŝĞƐ͕ĂŶĚŽƚŚĞƌ ƐĞƌǀŝĐĞƐĂƐĚĞƐĐƌŝďĞĚďĞůŽǁ͘

dŚĞŵŽďŝůĞƐŚŽǁĞƌǁŝůůǀŝƐŝƚĂƚůĞĂƐƚĨŝǀĞůŽĐĂƚŝŽŶƐƉĞƌǁĞĞŬĨŽƌϯͲϰŚŽƵƌƐƉĞƌĚĂǇ͕ƐĞƌǀŝŶŐϭϬϬ ŽƌŵŽƌĞŚŽŵĞůĞƐƐƉĞŽƉůĞĞĂĐŚǁĞĞŬ͘DĂƐŬŝŶŐ͕ƐŽĐŝĂůĚŝƐƚĂŶĐŝŶŐĂŶĚƐĂŶŝƚĂƚŝŽŶƉƌŽƚŽĐŽůƐĂƌĞ ƐƚƌŝĐƚůǇĞŶĨŽƌĐĞĚďǇƚƌĂŝŶĞĚǁŽƌŬĞƌƐ͘dŚĞƚĞĂŵǁŝůůĐŽŶƚŝŶƵĞƚŽƐĞĐƵƌĞƉƵďůŝĐĂŶĚƉƌŝǀĂƚĞŚŽƐƚƐ ƚŽƉƌŽǀŝĚĞǁĂƚĞƌ͕ĞůĞĐƚƌŝĐŝƚǇĂŶĚŐƌĞǇǁĂƚĞƌĞĨĨůƵĞŶƚĚƌĂŝŶĂŐĞĂƚůŽĐĂƚŝŽŶƐŶĞĂƌĞŶĐĂŵƉŵĞŶƚƐ͘/Ŷ ĂĚĚŝƚŝŽŶƚŽĂŚŽƚƐŚŽǁĞƌ͕ƚŚĞƵŶŚŽƵƐĞĚŝŶĚŝǀŝĚƵĂůƐƌĞĐĞŝǀĞ͗ĨŽŽĚĂŶĚĚƌŝŶŬŝŶŐǁĂƚĞƌ͖ŶĞǁƐŽĐŬƐ ĂŶĚƵŶĚĞƌǁĞĂƌ͕ĂŶĚĂĐĐĞƐƐƚŽĐůĞĂŶĐůŽƚŚŝŶŐ͖ƉĞƌƐŽŶĂůƉƌŽƚĞĐƚŝǀĞĞƋƵŝƉŵĞŶƚƐƵĐŚĂƐĨĂĐĞ ŵĂƐŬƐ͕ŐůŽǀĞƐ͕ĂŶĚƐĂŶŝƚŝǌĞƌ͖ŚǇŐŝĞŶĞƐƵƉƉůŝĞƐ͕ƐĂŶŝƚĂƚŝŽŶƐƵƉƉůŝĞƐĂŶĚƚƌĂƐŚďĂŐƐ͖ƚĞŶƚƐ͕ƚĂƌƉƐ͕ ƐůĞĞƉŝŶŐďĂŐƐĂŶĚďůĂŶŬĞƚƐĨŽƌƚŚŽƐĞǁŝƚŚŽƵƚƚŚĞŵ͖ĂƐƐŝƐƚĂŶĐĞŶĂǀŝŐĂƚŝŶŐƚŚĞŽŽƌĚŝŶĂƚĞĚ ŶƚƌǇ
^ǇƐƚĞŵŽĨŚŽŵĞůĞƐƐƐĞƌǀŝĐĞƐ͕ŝŶĐůƵĚŝŶŐŚĞĂůƚŚĐĂƌĞĂŶĚŝŶĨŽƌŵĂƚŝŽŶĂďŽƵƚŚŽƵƐŝŶŐ͘
^ŚŽǁĞƌWŽǁĞƌƐĞƌǀĞƐĂƐĂĚƌĂǁƚŽĞŶŐĂŐĞƉĞŽƉůĞǁŝƚŚĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐ͕ďƌŝŶŐŝŶŐŝŶƉĞŽƉůĞ ǁŚŽŵŝŐŚƚŶŽƚŽƚŚĞƌǁŝƐĞƐĞĞŬƚŚĞŚĞůƉƚŚĞǇŶĞĞĚ͘dŚĞƐŚŽǁĞƌƐĂƌĞĂƉŽŝŶƚŽĨĐŽŶǀĞƌŐĞŶĐĞŽĨ ƉĞŽƉůĞĂŶĚƌĞƐŽƵƌĐĞƐŝŶƉĂƌƚŶĞƌƐŚŝƉǁŝƚŚĐŽŵŵƵŶŝƚǇͲďĂƐĞĚ͕ŶŽŶƉƌŽĨŝƚ͕ĂŶĚƉƵďůŝĐĂŐĞŶĐǇ

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ƉĂƌƚŶĞƌƐ͕ŝŶĐůƵĚŝŶŐĂĐƚŝǀĞƌĞůĂƚŝŽŶƐŚŝƉƐǁŝƚŚƚŚĞŽƵŶƚǇ͛ƐKZ ŵŽďŝůĞŚŽŵĞůĞƐƐŽƵƚƌĞĂĐŚ͕
,ĞĂůƚŚĂƌĞĨŽƌƚŚĞ,ŽŵĞůĞƐƐ͕&ƌĞĞDĞĂůƐŽŶtŚĞĞůƐ͕ĂŶĚŽƚŚĞƌĐŽůůĂďŽƌĂƚŝǀĞƉĂƌƚŶĞƌƐ͘ ƌŽƚŚĞƌƐŽĨ/ŶƚĞƌŶĂƚŝŽŶĂů&ĂŝƚŚǁŝůůŚŽƐƚĨŽŽĚĚŝƐƚƌŝďƵƚŝŽŶĂůŽŶŐƐŝĚĞ^ŚŽǁĞƌWŽǁĞƌĂƚƐŚŽǁĞƌ ƐĞƌǀŝĐĞůŽĐĂƚŝŽŶƐ͘

ĚƌŝǀĞƌĂŶĚĂƚůĞĂƐƚƚǁŽƐƚĂĨĨŵĞŵďĞƌƐĂƌĞƌĞƋƵŝƌĞĚƚŽĚĞůŝǀĞƌĂŶĚƐĞƚƵƉƚŚĞŵŽďŝůĞƐŚŽǁĞƌ ƵŶŝƚ͕ǁĞůĐŽŵĞĂŶĚƐƵƌǀĞǇƐŚŽǁĞƌƉƌŽŐƌĂŵƉĂƌƚŝĐŝƉĂŶƚƐ͕ĚŝƐƚƌŝďƵƚĞƐƵƉƉůŝĞƐ͕ĞŶŐĂŐĞǁŝƚŚ ƉĂƌƚŝĐŝƉĂŶƚƐƚŽĚŝƐĐƵƐƐƚŚĞŝƌŶĞĞĚƐ͕ĂŶĚĐůĞĂŶĂŶĚĚŝƐŝŶĨĞĐƚƚŚĞƵŶŝƚƐĂĨƚĞƌĞĂĐŚƵƐĞ͘dŚĞďƵĚŐĞƚ ƉƌĞƐĞŶƚĞĚŝŶƚŚŝƐĐŽŶƚƌĂĐƚĂƐƐƵŵĞƐĂŶĂůŝŐŶĞĚĚĞůŝǀĞƌǇŽĨ^ƚƌĞĞƚƐdĞĂŵƐĂŶŝƚĂƚŝŽŶĂŶĚ^ŚŽǁĞƌ WŽǁĞƌŚǇŐŝĞŶĞƐĞƌǀŝĐĞƐ͘

ĞƉůŽǇĂĚĚŝƚŝŽŶĂůĂĐƚŝǀŝƚŝĞƐƚŚĂƚƉƌŽǀŝĚĞĨŽƌƚƌĂƐŚƐƚŽƌĂŐĞ͕ƉŽƌƚĂďůĞƚŽŝůĞƚƐͬŚĂŶĚǁĂƐŚŝŶŐ ƐƚĂƚŝŽŶƐ͕ĚƌŝŶŬŝŶŐǁĂƚĞƌ͕ĂŶĚǁĂƐƚĞǁĂƚĞƌĂƚĞŶĐĂŵƉŵĞŶƚĂŶĚƐƚƌĞĞƚůŽĐĂƚŝŽŶƐ͕ƐĐĂƚƚĞƌĞĚƐŝƚĞƐ ĨŽƌŽĨĨͲƐƚƌĞĞƚƉĂƌŬŝŶŐ͕ĂŶĚĨƵƚƵƌĞŝŶƚĞƌŝŵƐŚĞůƚĞƌŝŶŐǀŝůůĂŐĞƐ͘ƵƌƌĞŶƚůǇƵŶƐƵƉƉŽƌƚĞĚ ĞŶĐĂŵƉŵĞŶƚƐǁŝůůďĞŐƌĂĚƵĂůůǇƐƵƉƉŽƌƚĞĚǁŝƚŚƚŚĞŝŶƚƌŽĚƵĐƚŝŽŶŽĨĂŵĞŶŝƚŝĞƐ͘DĂŶĂŐĞĚ ĞŶĐĂŵƉŵĞŶƚƐǁŝůůďĞŵĂŝŶƚĂŝŶĞĚǁŝƚŚŵŽƌĞƌŽďƵƐƚƐĞƌǀŝĐĞĂŶĚůĞĂĚĞƌƐŚŝƉͲďƵŝůĚŝŶŐ͕ĂŶĚŝŶƚĞƌŝŵ ƐŚĞůƚĞƌŝŶŐůŽĐĂƚŝŽŶƐǁŝůůďĞƐŝŵŝůĂƌůǇƐƵƉƉŽƌƚĞĚǁŝƚŚƚŚĞƐĞďĂƐŝĐĂŵĞŶŝƚŝĞƐ͘DĂŶǇŽĨƚŚĞƐĞ ƌĞƐŽƵƌĐĞƐǁŝůůďĞƉƌŽǀŝĚĞĚďǇĐŽŵŵƵŶŝƚǇͲďĂƐĞĚĞĨĨŽƌƚƐŽĨŝŶͲŬŝŶĚƐƵƉƉŽƌƚĞƌƐʹƉĞŽƉůĞǁŚŽůŝǀĞ ŝŶZŝĐŚŵŽŶĚĂŶĚǁĂŶƚƚŽƐĞĞƚŚĞƉƌŽďůĞŵƐŽĨŚŽŵĞůĞƐƐŶĞƐƐĂĚĚƌĞƐƐĞĚĨŽƌĂŶŝŵƉƌŽǀĞĚĐŝǀŝů ƐŽĐŝĞƚǇǁŝƚŚƐĂĨĞƚǇŶĞƚƐƵƉƉŽƌƚƐ͘

dŚĞŝŶĨƌĂƐƚƌƵĐƚƵƌĂůŝŵƉƌŽǀĞŵĞŶƚƐǁŝůůďĞĚĞůŝǀĞƌĞĚĂŶĚŵĂŶĂŐĞĚďǇƚŚĞ^ƚƌĞĞƚƐdĞĂŵŝŶ ĐŽůůĂďŽƌĂƚŝŽŶǁŝƚŚƉƵďůŝĐͬƉƌŝǀĂƚĞƉĂƌƚŶĞƌƐǁŚŽŝŶǀĞƐƚŝŶƚŚĞƐĂĨĞƚǇŽĨĞŶĐĂŵƉŵĞŶƚƌĞƐŝĚĞŶƚƐ ĂŶĚƚŚĞŝƌŝŵƉĂĐƚĞĚŶĞŝŐŚďŽƌŚŽŽĚƐ͘dŚĞƐĞĂĐƚŝŽŶƐĚĞŵŽŶƐƚƌĂƚĞƚŽĞŶĐĂŵƉŵĞŶƚƌĞƐŝĚĞŶƚƐƚŚĂƚ ƚŚĞǇŚĂǀĞĂƌĞƐƉŽŶƐŝďŝůŝƚǇƚŽƵƚŝůŝǌĞĂŶĚƐĞĐƵƌĞƚŚĞŝŶĨƌĂƐƚƌƵĐƚƵƌĞĂŶĚƐƚĞǁĂƌĚƚŚĞŝƌ ƐƵƌƌŽƵŶĚŝŶŐƐ͕ŝŶĂĚĚŝƚŝŽŶƚŽĂĚĚƌĞƐƐŝŶŐƚŚĞŝƌŵŽƐƚĚŝƌĞĂŶĚďĂƐŝĐŶĞĞĚƐ͘WƌŽŐƌĂŵƉĂƌƚŶĞƌƐǁŝůů ǁŽƌŬǁŝƚŚ^K^ͬZd
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ƌĞĐĞŝǀĞĂĚĞĐĞŶƚǁĂŐĞĂŶĚƚŚĞƐƵƉƉŽƌƚŶĞĞĚĞĚƚŽƐƵƐƚĂŝŶƚŚĞŝƌũŽďƐĂŶĚďĞĐŽŵĞƉƌŽĚƵĐƚŝǀĞ ŵĞŵďĞƌƐŽĨƐŽĐŝĞƚǇ͘tŽƌŬĨŽƌĐĞƚƌĂŝŶŝŶŐďǇƉƌŽŐƌĂŵƉĂƌƚŶĞƌƐǁŝůůƐƵƉƉŽƌƚƚŚĞĞĨĨŝĐĂĐŝŽƵƐ ĞŵƉůŽǇŵĞŶƚŽĨƵŶŚŽƵƐĞĚŝŶĚŝǀŝĚƵĂůƐƐŽƚŚĂƚƚŚĞǇƉƌŽǀŝĚĞƚŚĞŝƌƐĞƌǀŝĐĞƐƚŽZŝĐŚŵŽŶĚ͛Ɛ ŶĞŝŐŚďŽƌŚŽŽĚƐŝŶƌĞƐƉŽŶƐĞƚŽƉƵďůŝĐŚĞĂůƚŚĂŶĚƐĂĨĞƚǇĐŽŶĐĞƌŶƐĂŶĚŶĞĞĚƐ͘

ĂĐŚĚĂǇŝŶƚŚĞĨŝĞůĚ͕ƵŶŚŽƵƐĞĚŝŶĚŝǀŝĚƵĂůƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽĚĞŵŽŶƐƚƌĂƚĞƚŚĞŝƌƉĞƌƐŽŶĂů ŝŶŝƚŝĂƚŝǀĞĂŶĚůĞĂĚĞƌƐŚŝƉƋƵĂůŝƚŝĞƐĂƐǀŽůƵŶƚĞĞƌƐĂŶĚĂƌĞŝŶǀŝƚĞĚƚŽũŽŝŶƚŚĞ^ƚƌĞĞƚƐdĞĂŵŝŶŝƚƐ

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ĨƵůĨŝůůŵĞŶƚŽĨĂƉƌĞĚŝĐƚĂďůĞƐĐŚĞĚƵůĞŽĨĨŝĞůĚĂĐƚŝǀŝƚŝĞƐ͘dŚĞǀŽůƵŶƚĞĞƌŝƐĞŶĐŽƵƌĂŐĞĚƚŽƌĞŐƵůĂƌůǇ ĐŽŵŵƵŶŝĐĂƚĞǁŝƚŚƚŚĞ&ŝĞůĚ^ƵƉĞƌǀŝƐŽƌƚŽďĞŐŝŶĂŶĚƐƵƐƚĂŝŶƚŚĞǀŽůƵŶƚĞĞƌƐƚĂƚƵƐ͘
sŽůƵŶƚĞĞƌƐũŽŝŶƐƚĂĨĨƚŽƉĂƌƚŝĐŝƉĂƚĞŝŶƐƚĂĨĨŵĞĞƚŝŶŐƐƚŽďƌĂŝŶƐƚŽƌŵĂďŽƵƚƉƌŽďůĞŵƐĂŶĚƌĞĐĞŝǀĞ ŐƌŽƵƉŝŶͲĨŝĞůĚƚƌĂŝŶŝŶŐƚŽůĞĂƌŶďĂƐŝĐƚĂƐŬƐĂŶĚƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐ͘WƌŽŐƌĂŵƉĂƌƚŶĞƌƐǁŝůůďĞƐƵďͲ ĐŽŶƚƌĂĐƚĞĚƚŽŝŶĐƌĞĂƐĞƚŚĞƚƌĂŝŶŝŶŐƚŚĂƚĞŵƉůŽǇĞĞƐƌĞĐĞŝǀĞ͕ǁŚŽǁŝůůƉĂŝĚƚŽĂƚƚĞŶĚŝŶͲĐůĂƐƐ ƚƌĂŝŶŝŶŐƐĞƐƐŝŽŶƐƚŽůĞĂƌŶďĂƐŝĐƐŽĨƚƐŬŝůůƐ͕ŚĂŶĚůŝŶŐŚĂǌĂƌĚŽƵƐŵĂƚĞƌŝĂůƐ͕ĐŽŶĨůŝĐƚĚĞͲĞƐĐĂůĂƚŝŽŶ ĂŶĚŵŽƚŝǀĂƚŝŽŶĂůŝŶƚĞƌǀŝĞǁŝŶŐ͕ƉƌŽďůĞŵͲƐŽůǀŝŶŐƐŬŝůůƐĂŶĚĞĚƵĐĂƚŝŽŶĂďŽƵƚƚƌĂƵŵĂͲŝŶĨŽƌŵĞĚ ĐĂƌĞ͕ĂŶĚƉĞĞƌĞŶŐĂŐĞŵĞŶƚ͕ůĞĂĚĞƌƐŚŝƉĂŶĚĞŵƉŽǁĞƌŵĞŶƚ͘

ĂĐŚĞŵƉůŽǇĞĞĂƉƉůŝĐĂŶƚŝƐƌĞƋƵŝƌĞĚƚŽĐŽŵƉůĞƚĞǀŽůƵŶƚĞĞƌĂŶĚĞŵƉůŽǇŵĞŶƚƉĂƉĞƌǁŽƌŬ͕ŽďƚĂŝŶ Ă/͕^ŽĐŝĂů^ĞĐƵƌŝƚǇĐĂƌĚ͕ƉŚŽŶĞ͕ĂŶĚďĂŶŬĂĐĐŽƵŶƚĨŽƌĚŝƌĞĐƚĚĞƉŽƐŝƚ͕ĂŶĚĚĞŵŽŶƐƚƌĂƚĞ ĞůŝŐŝďŝůŝƚǇƚŽǁŽƌŬ͘dŚĞǇĂƌĞĂƐƐŝƐƚĞĚŝŶƚŚŝƐƉƌŽĐĞƐƐďǇƚŚĞŝƌĞĐƚŽƌ͕&ŝĞůĚ^ƵƉĞƌǀŝƐŽƌ͕ĂŶĚ^K^ ǀŽůƵŶƚĞĞƌƐ͘/ŶƚĞƌŶƐĂŶĚĞŵƉůŽǇĞĞƐĂƌĞƐƵƉƉŽƌƚĞĚƚŽƐĞĐƵƌĞƚƌĂŶƐƉŽƌƚĂƚŝŽŶĂŶĚĐŽŶĚƵĐƚůĞŐĂů ǀĞŚŝĐůĞƌĞŐŝƐƚƌĂƚŝŽŶĂŶĚŽƉĞƌĂƚŝŽŶ͘
ĂĐŚĂƉƉůŝĐĂŶƚǁŝůůďĞĂƐƐŝƐƚĞĚǁŝƚŚĚĞǀĞůŽƉŝŶŐĂ
ƉƌŽĨĞƐƐŝŽŶĂůƌĞƐƵŵĞ͘

^ƚƌĞĞƚƐdĞĂŵŵĞŵďĞƌƐĂƌĞĞǆƉĞĐƚĞĚƚŽďĞƚŚĞŵŽĚĞůƐĨŽƌŽƚŚĞƌƐ͕ŶŽƚŽŶůǇŝŶƚŚĞŝƌǁŽƌŬ ƉĞƌĨŽƌŵĂŶĐĞďƵƚĂůƐŽŝŶƚŚĞŝƌƉĞƌƐŽŶĂůůŝǀŝŶŐĂƌƌĂŶŐĞŵĞŶƚƐĂŶĚƌĞůĂƚŝŽŶƐŚŝƉƐ͘/ŶƚĞƌŶƐĂŶĚ ĞŵƉůŽǇĞĞƐĂƌĞĐŽŶƚŝŶƵĂůůǇĞŶĐŽƵƌĂŐĞĚĂŶĚƐƵƉƉŽƌƚĞĚƚŽŵĂŬĞƉĞƌƐŽŶĂůŝŵƉƌŽǀĞŵĞŶƚƐŝŶƚŚĞŝƌ ůŝǀĞƐƚŽŽďƚĂŝŶŵŽƌĞƐƚĂďůĞĚǁĞůůŝŶŐƐĂŶĚůŝǀŝŶŐĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚŝŵƉƌŽǀĞƚŚĞŝƌƉĞƌƐŽŶĂůŚĞĂůƚŚ͕ ĞŵŽƚŝŽŶĂůƐƚĂďŝůŝƚǇ͕ĂŶĚŽǀĞƌĂůůƐĂƚŝƐĨĂĐƚŝŽŶĂŶĚǁĞůůďĞŝŶŐ͘ ŵƉůŽǇĞĞƐĂƌĞƉƌŝŽƌŝƚŝǌĞĚƚŽ
ƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚĞŝŶƚĞƌŝŵƐŚĞůƚĞƌŝŶŐŽƉƉŽƌƚƵŶŝƚŝĞƐĂƐƚŚĞǇĂƌĞĚĞǀĞůŽƉĞĚďǇ^K^͊ZŝĐŚŵŽŶĚĂŶĚ ƚŚĞŝƚǇ͘
ĂĐŚĞŵƉůŽǇĞĞŝƐĞǆƉĞĐƚĞĚƚŽďĞŶĞĨŝƚĨƌŽŵŽďƚĂŝŶŝŶŐƉĞƌŵĂŶĞŶƚŚŽƵƐŝŶŐĂŶĚƚŚĞ ŵĞĂŶƐƚŽƐƵƐƚĂŝŶŝƚǁŝƚŚĞŵƉůŽǇŵĞŶƚĂŶĚĂŶĂĐƚŝǀĞ͞ƉĞƌƐŽŶĂůƉƌŽŐƌĂŵ͟ƚŚĂƚŬĞĞƉƐƉĞŽƉůĞ ǁŽƌŬŝŶŐŽŶƚŚĞŝƌƉĞƌƐŽŶĂůŚĞĂůƚŚ͘

tŽƌŬĨŽƌĐĞĚĞǀĞůŽƉŵĞŶƚĨŽĐƵƐĞƐŽŶƉƌĂĐƚŝĐŝŶŐƚĞĂŵǁŽƌŬĂĐĐŽƌĚŝŶŐƚŽĂĚĂŝůǇĐŽŵŵƵŶŝĐĂƚŝŽŶ ƐǇƐƚĞŵĂŶĚĐůĞĂƌƉĞƌĨŽƌŵĂŶĐĞƐƚĂŶĚĂƌĚƐƚŚĂƚĂƌĞŵŽĚĞůĞĚďǇƚŚĞ&ŝĞůĚ^ƵƉĞƌǀŝƐŽƌ͘ ŵƉůŽǇĞĞƐ
ĚĞŵŽŶƐƚƌĂƚĞƚŚĞŝƌĂĐĐĞƐƐŝďŝůŝƚǇĂŶĚĚĞƉĞŶĚĂďŝůŝƚǇ͘dŚĞǇůĞĂƌŶƚŽŵŽĚĞůĂƉŽƐŝƚŝǀĞŽƵƚůŽŽŬĂŶĚ ƚŚĞŵŽƚŝǀĂƚŝŽŶĨŽƌŝŵƉƌŽǀŝŶŐŶĞŝŐŚďŽƌŚŽŽĚƋƵĂůŝƚǇͲŽĨͲůŝĨĞĂŶĚĞŶĐĂŵƉŵĞŶƚůŝǀŝŶŐĐŽŶĚŝƚŝŽŶƐ͘ dŚĞǇĂƌĞƐƵƉƉŽƌƚŝǀĞŽĨƚŚĞŝƌƉĞĞƌƐƚŽŚĞůƉƚŚĞŵďĞŚĞĂůƚŚǇĂŶĚĞŶŐĂŐĞĚŝŶ^ĂĨĞƚǇ'ƵĂƌĚŝĂŶ ĂĐƚŝǀŝƚŝĞƐ͘
ĂĐŚ^ƚƌĞĞƚƐdĞĂŵŵĞŵďĞƌƌĞĐŽŵŵĞŶĚƐŶĞǁǀŽůƵŶƚĞĞƌƐƚŽďĞĐŽŵĞ^ƚƌĞĞƚƐdĞĂŵ ŵĞŵďĞƌƐ͘ƐĂŶĞŵƉůŽǇĞĞďĞŐŝŶƐƚŽĞǆĐĞůŝŶũŽďƉĞƌĨŽƌŵĂŶĐĞ͕ƚŚĞŚŽƵƌƐŝŶĐƌĞĂƐĞĂŶĚďĞĐŽŵĞ ŵŽƌĞƌĞŐƵůĂƌ͕ƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐĂƌĞŶƵĂŶĐĞĚĂŶĚƐŚĂƉĞĚƚŽƚŚĂƚŝŶĚŝǀŝĚƵĂů͛ƐĂƉƚŝƚƵĚĞƐĂŶĚ ƐƚƌĞŶŐƚŚƐ͕ĂŶĚƚŚĞĞŵƉůŽǇĞĞĂĚǀĂŶĐĞƐŝŶŚŽƵƌůǇĂŶĚƚŚĞŶƐĂůĂƌŝĞĚƉĂǇƌĂƚĞƐ͘
>ŽĐĂůĞŶŐĂŐĞŵĞŶƚĨŽĐƵƐĞƐŽŶƉƌŽďůĞŵͲƐŽůǀŝŶŐĂŶĚƉĞƌƐŽŶĂůǁĞůĨĂƌĞƚŽŝŵƉƌŽǀĞƉƵďůŝĐƐĂĨĞƚǇ͘ KŶĞŽĨƚŚĞŵŽƐƚƉƌĞƐƐŝŶŐŝƐƐƵĞƐĂƚƵŶƐƵƉƉŽƌƚĞĚĂŶĚŵĂŶĂŐĞĚĞŶĐĂŵƉŵĞŶƚƐŝƐƚŚĞŶĞĞĚĨŽƌ ŝŵƉƌŽǀĞĚƐĞĐƵƌŝƚǇƚŽƐƵƉƉŽƌƚƉƵďůŝĐƐĂĨĞƚǇ͘/ƚŚĂƐƚŚƵƐĨĂƌďĞĞŶĚŝĨĨŝĐƵůƚƚŽŝŵƉůĞŵĞŶƚƐƵĐĐĞƐƐĨƵů ƐĞĐƵƌŝƚǇŵĞĂƐƵƌĞƐ͕ĞǀĞŶĂƚŵĂŶĂŐĞĚĞŶĐĂŵƉŵĞŶƚƐ͘dŚĞ^ƚƌĞĞƚƐdĞĂŵǁŝůůĞŶŐĂŐĞůŽĐĂů ƐƚĞǁĂƌĚƐ͕Žƌ^ĂĨĞƚǇ'ƵĂƌĚŝĂŶƐ͕ƚŽǁŽƌŬĚƵƌŝŶŐůĂƚĞĂĨƚĞƌŶŽŽŶƐĂŶĚĞǀĞŶŝŶŐŚŽƵƌƐƚŽƚĂƌŐĞƚƚŚƌĞĞ ĂĐƚŝǀŝƚŝĞƐ͗ƚƌĂƐŚĐŽůůĞĐƚŝŽŶ͕ƉƌŽďůĞŵͲƐŽůǀŝŶŐ͕ĂŶĚĂĚǀŽĐĂƚŝŶŐĨŽƌƉĞŽƉůĞ͛ƐǁĞůĨĂƌĞ͘dŚĞƐĞ ĂĐƚŝǀŝƚŝĞƐƚŽŐĞƚŚĞƌǁŝůůďƌŝŶŐŵŽƌĞĂƚƚĞŶƚŝŽŶĂŶĚĐĂƌĞƚŽƐŝƚƵĂƚŝŽŶƐƚŚĂƚŽƚŚĞƌǁŝƐĞŵŝŐŚƚƌĞƐƵůƚ

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ŝŶƉƌŽďůĞŵƐǁŝƚŚƐĂĨĞƚǇ͘^ƵĐŚĂĐƚŝǀŝƚŝĞƐŵĂǇŝŶĐƌĞĂƐĞƐĞůĨͲŵĂŶĂŐĞŵĞŶƚƉƌĂĐƚŝĐĞƐĂŵŽŶŐ ĞŶĐĂŵƉŵĞŶƚĚǁĞůůĞƌƐ͘

dŚĞ^ƚƌĞĞƚƐdĞĂŵŝƐĐŽŵƉŽƐĞĚŽĨůŽĐĂůƐƚĞǁĂƌĚƐĂŶĚĂŵŽďŝůĞƚĞĂŵ͘ůŽĐĂů^ĂĨĞƚǇ'ƵĂƌĚŝĂŶǁŝůů ďĞƉƌĞƐĞŶƚĂƚůĂƌŐĞƌĞŶĐĂŵƉŵĞŶƚůŽĐĂƚŝŽŶƐƚŽƉƌŽǀŝĚĞĨŽƌ͞ƚƌĂĚŝƚŝŽŶĂů͟^ƚƌĞĞƚƐdĞĂŵĂĐƚŝǀŝƚŝĞƐ ƐƵĐŚĂƐƚƌĂƐŚĐůĞĂŶƵƉ͘ŶĂĚĚŝƚŝŽŶĂůƚĂƐŬĨŽƌƐĞůĞĐƚĞŵƉůŽǇĞĞƐǁŝůůŝŶǀŽůǀĞƚĂůŬŝŶŐǁŝƚŚ ŝŶĚŝǀŝĚƵĂůƐƚŽĨŽĐƵƐŽŶǁĞůĨĂƌĞĐŚĞĐŬƐ͘ǇĐĂƐƵĂůůǇŽĨĨĞƌŝŶŐƚŽƐƵƉƉŽƌƚƉĞŽƉůĞ͛ƐŶĞĞĚƐ͕ƐƚĂĨĨǁŝůů ƐĞĞŬƚŽĂĚĚƌĞƐƐǁŚĂƚŝƐŶŽƚǁŽƌŬŝŶŐĂŶĚƉƌŽďůĞŵͲƐŽůǀĞŝŶƚŚĞŵŽŵĞŶƚŽƌĂƚƚŚĞĞĂƌůŝĞƐƚŶĞǆƚ ŽƉƉŽƌƚƵŶŝƚǇ͘tŝƚŚĐůŝƉďŽĂƌĚŝŶͲŚĂŶĚĂŶĚďǇĂƐŬŝŶŐŽŶĞŽƌƚǁŽƐŝŵƉůĞƋƵĞƐƚŝŽŶƐ͕ƚŚĞ^ƚƌĞĞƚƐ dĞĂŵĐĂŶƌĞƐƉŽŶĚƚŽƉĞŽƉůĞ͛ƐĞǆƉƌĞƐƐĞĚŶĞĞĚƐ͘/ŶƌĞƐƉŽŶƐĞ͕ƚŚĞ^ƚƌĞĞƚƐdĞĂŵ͛ƐŵŽďŝůĞƚĞĂŵ͕ ƌĞĂŝƌĞĐƚŽƌ͕^K^ǀŽůƵŶƚĞĞƌƐ͕ĂŶĚƉƌŽŐƌĂŵƉĂƌƚŶĞƌƐ͕ŝŶĐůƵĚŝŶŐ,ŽƵƐŝŶŐŽŶƐŽƌƚŝƵŵŽĨƚŚĞ ĂƐǇ
ĂǇ;,
Ϳ͕ǁŝůůďĞƌĞƐƉŽŶƐŝǀĞƚŽƚŚĞƐĞŶĞĞĚƐ͘dŚĞ^ĂĨĞƚǇ'ƵĂƌĚŝĂŶǁŝůůĂůƐŽůĞĂĚŝŶƚŚĞ ĞŵƉŽǁĞƌŵĞŶƚŽĨƵŶƐŚĞůƚĞƌĞĚƌĞƐŝĚĞŶƚƐƚŽƐƚĞǁĂƌĚƚŚĞŝƌůŽĐĂƚŝŽŶƐƚŽŝŵƉƌŽǀĞƉĞƌƐŽŶĂůĂŶĚ ƉƵďůŝĐŚĞĂůƚŚ͕ƐĂĨĞƚǇ͕ĂŶĚŶĞŝŐŚďŽƌŚŽŽĚŽƌĚĞƌ͘/ŵƉƌŽǀŝŶŐƐĂĨĞƚǇĂŶĚƐĞĐƵƌŝƚǇǁŝůůƚŚƵƐŝŶǀŽůǀĞ ƉƌŽĂĐƚŝǀĞƐƚĞƉƐƚŚĂƚĐĂŶďĞƚĂŬĞŶďǇǁŽƌŬŝŶŐǁŝƚŚƚŚĞƌĞƐŝĚĞŶƚƐǁŚŽĂƌĞƌĞĐĞƉƚŝǀĞƚŽƐƵƉƉŽƌƚ ĂŶĚĂƌĞǁŝůůŝŶŐƚŽƉĂƌƚŝĐŝƉĂƚĞ͘

/ŶĚŝǀŝĚƵĂůůǇĨŽĐƵƐĞĚĞŶŐĂŐĞŵĞŶƚǁŝůůůĞĂĚƚŽĐŽŵŵƵŶŝƚǇĚĞǀĞůŽƉŵĞŶƚĂƚůŽĐĂƚŝŽŶƐǁŚĞƌĞ ƉĞŽƉůĞůĂĐŬĂĐĐĞƐƐƚŽĐĂƌŝŶŐ͕ƚƌƵƐƚĞĚ͕ĂŶĚƐƵƐƚĂŝŶĞĚƌĞůĂƚŝŽŶƐŚŝƉƐ͘dŚĞĂĐƚŝǀŝƚǇŽĨƐĞĐƵƌŝŶŐĂŶĚ ŵĂŶĂŐŝŶŐƐŚĂƌĞĚƉƵďůŝĐƐƉĂĐĞƐǁŝůůůĞĂĚƚŽƐĂĨĞƌ͕ŵŽƌĞŽƌŐĂŶŝǌĞĚĞŶǀŝƌŽŶŵĞŶƚƐǁŚŝĐŚǁŝůů ŝŵƉƌŽǀĞĐŽŶĚŝƚŝŽŶƐĂŶĚƌĞůĂƚŝŽŶƐŚŝƉƐŝŶŶĞŝŐŚďŽƌŚŽŽĚƐŝŵƉĂĐƚĞĚďǇŚŽŵĞůĞƐƐŶĞƐƐ͘dŚĞŚĞĂůƚŚ ĂŶĚƐĂĨĞƚǇͲĨŽĐƵƐĞĚĞŶŐĂŐĞŵĞŶƚĂŶĚĞŵƉŽǁĞƌŵĞŶƚĂĐƚŝǀŝƚŝĞƐǁŝůůŚĞůƉƚŽƉƌŽǀŝĚĞƐƚĞǁĂƌĚƐŚŝƉ ƚŚĂƚƐƵƉƉŽƌƚƐƚŚĞƐĞĐƵƌŝƚǇŽĨƉƵďůŝĐƐƉĂĐĞƐ͘

DŽďŝůĞƚĞĂŵƚŽĂĐƚĂƐĂƐƐĞƌƚŝǀĞĐŽŵŵƵŶŝƚǇůŝĂŝƐŽŶƐĂŶĚƉƌŽďůĞŵƐŽůǀĞƌƐĂƚƉƌŽďůĞŵĂƚŝĐ ŶĞŝŐŚďŽƌŚŽŽĚůŽĐĂƚŝŽŶƐ͘dŚĞŵŽďŝůĞƚĞĂŵǁŝůůŽƉĞƌĂƚĞƚǁŽƐŚŝĨƚƐĚƵƌŝŶŐƚŚĞĚĂǇĂŶĚŝŶƚŽƚŚĞ ŶŝŐŚƚƚŽƉƌŽǀŝĚĞƌĞƐƉŽŶƐĞƐƚŽŶĞŝŐŚďŽƌŚŽŽĚĐŽŵƉůĂŝŶƚƐŽƌĐŽŶĐĞƌŶƐƌĞůĂƚĞĚƚŽŚŽŵĞůĞƐƐŶĞƐƐ ĂŶĚĂĚĚƌĞƐƐƚŚĞƐĞŝŶĂƐƵƐƚĂŝŶĞĚĂŶĚƉƌŽĂĐƚŝǀĞŵĂŶŶĞƌ͘dŚĞƚĞĂŵ͛ƐĞǆƉĂŶƐŝŽŶŽĨŝƚƐĐĂƉĂĐŝƚǇĂƐ ĂƐƐĞƌƚŝǀĞĐŽŵŵƵŶŝƚǇůŝĂŝƐŽŶǁŝůůŝŵƉƌŽǀĞŶĞŝŐŚďŽƌŚŽŽĚƋƵĂůŝƚǇŽĨůŝĨĞǁŝƚŚŝƚƐƉƌĞƐĞŶĐĞĂƚ ƉƌŽďůĞŵĂƚŝĐĞŶĐĂŵƉŵĞŶƚĂŶĚĐƵƌďƐŝĚĞůŽĐĂƚŝŽŶƐĂŶĚŝŶĐƌĞĂƐĞĐŝǀŝůŝƚǇĂƚƉƵďůŝĐƐƉĂĐĞƐ͘dŚĞ ŵŽďŝůĞƚĞĂŵǁŝůůĨƵŶĐƚŝŽŶĂƐĨŝĞůĚƐƵƉĞƌǀŝƐŝŽŶĨŽƌƚŚĞůŽĐĂůƐƚĞǁĂƌĚƐĂŶĚ^ƚƌĞĞƚƐdĞĂŵŵĞŵďĞƌƐ ĂƐƚŚĞǇǁŽƌŬŝŶƚŚĞĨŝĞůĚ͘dŚĞǇǁŝůůĂůƐŽƉƌŽǀŝĚĞŽďƐĞƌǀĂƚŝŽŶĂŶĚƌĞƐƉŽŶƐĞƐĨŽƌƚŚĞ^ĞĐƵƌĞ ^ĐĂƚƚĞƌĞĚ^ŝƚĞƐƚŽĞŶƐƵƌĞƚŚĂƚŚŽƐƚƉƌŽƉĞƌƚŝĞƐĂŶĚƚŚĞŚŽƵƐĞŚŽůĚƐƌĞƐŝĚŝŶŐŽŶͲƐŝƚĞĂƌĞƐĂĨĞĂŶĚ ĂĐƚŝŶŐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚĐŽŶƚƌĂĐƚƵĂůĂŐƌĞĞŵĞŶƚƐ͘

dŚĞŵŽďŝůĞƚĞĂŵĨƵůĨŝůůƐĂďĂƐŝĐĨƵŶĐƚŝŽŶŽĨƉŝĐŬŝŶŐƵƉƚƌĂƐŚďĂŐƐĂŶĚĚĞďƌŝƐƚŚĂƚŝƐĚƵŵƉĞĚĂƚ ƐƉĞĐŝĨŝĞĚůŽĐĂƚŝŽŶƐ͘ƐƚŚĞŵŽďŝůĞƚĞĂŵƚƌĂǀĞůƐĂĐƌŽƐƐZŝĐŚŵŽŶĚĂŶĚĨƵůĨŝůůƐƚŚĞ^ƚƌĞĞƚƐdĞĂŵ͛Ɛ ǁŽƌŬĂƚƐƉĞĐŝĨŝĐůŽĐĂƚŝŽŶƐĂĐĐŽƌĚŝŶŐƚŽĂƉƌĞĚŝĐƚĂďůĞƐĐŚĞĚƵůĞ͕ƚŚĞƚĞĂŵǁŝůůĂůƐŽďĞƌĞƐƉŽŶƐŝǀĞ ƚŽƌĞƋƵĞƐƚƐĨŽƌƐƵƉƉŽƌƚĨƌŽŵůŽĐĂůŐƵĂƌĚŝĂŶƐ͕ĐŽŶĐĞƌŶĞĚŶĞŝŐŚďŽƌƐ͕ƉƵďůŝĐĂŐĞŶĐŝĞƐ͕ŝŶĐůƵĚŝŶŐ KZ
͛ƐŵŽďŝůĞŽƵƚƌĞĂĐŚ;KZ
ĐĞĂƐĞƐŝƚƐǁŽƌŬĂƚϰWDͿ͕ĂŶĚŽƚŚĞƌƉƵďůŝĐĂŶĚƉƌŝǀĂƚĞŐƌŽƵƉƐ ĂŶĚŝŶƐƚŝƚƵƚŝŽŶƐƚŚĂƚĞǆƉƌĞƐƐƚŚĞŝƌŶĞŝŐŚďŽƌŚŽŽĚ͛ƐŶĞĞĚƐ͘
dŚĞƚĞĂŵǁŝůůĂŶƐǁĞƌƚŚĞƐĞďĂƐŝĐŶĞĞĚƐĂƚĞŶĐĂŵƉŵĞŶƚƐ͕ƐƚƌĞĞƚƐ͕ĂŶĚŽƚŚĞƌůŽĐĂƚŝŽŶƐǁŚĞƌĞ ƵŶŚŽƵƐĞĚŝŶĚŝǀŝĚƵĂůƐŽƚŚĞƌǁŝƐĞůĂĐŬƐƵƉƉŽƌƚ͕ĞƐƉĞĐŝĂůůǇŝŶƚŚĞĞǀĞŶŝŶŐƐǁŚĞŶƉƌŽďůĞŵƐŵŽƐƚ

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ŽĨƚĞŶĂƌŝƐĞ͘/ƚǁŝůůƌĞŐƵůĂƌůǇĐŚĞĐŬŝŶŽŶŝŶĚŝǀŝĚƵĂůƐ͕ĞƐƉĞĐŝĂůůǇǀƵůŶĞƌĂďůĞŽŶĞƐ͕ĂŶĚǁŝůůŬĞĞƉ ƚƌĂĐŬŽĨǁŚĞƌĞƚŚĞǇĂƌĞ͕ŚŽǁƚŚĞŝƌŶĞĞĚƐĂƌĞďĞŝŶŐŵĞƚ͕ĂŶĚĂƐƐŝƐƚƚŚĞŵŝŶŽďƚĂŝŶŝŶŐƐƵƉƉŽƌƚ ĂŶĚĂĐĐĞƐƐƚŽƐĞƌǀŝĐĞƐŝŶĐŽůůĂďŽƌĂƚŝŽŶǁŝƚŚƉƌŽŐƌĂŵƉĂƌƚŶĞƌƐĂŶĚŵĂŝŶƐƚƌĞĂŵƉƌŽǀŝĚĞƌƐ͘dŚĞ ŵŽďŝůĞƚĞĂŵǁŝůůƉĂƐƐŽƵƚďĂŐƐ͕ĐŽůůĞĐƚĨŝůůĞĚďĂŐƐ͕ĂŶĚƵƐĞƚŚĞŝƌĐůŝƉďŽĂƌĚƐƚŽŬĞĞƉƚƌĂĐŬŽĨ ƉƌŽŵŝƐĞƐĨŽƌƐƵƉƉŽƌƚ͘

dŚĞŵŽďŝůĞƚĞĂŵǁŝůůƉƌŽǀŝĚĞĂƉƌĞƐĞŶĐĞƚŽĚĞƚĞƌŝůůĞŐĂůĚƵŵƉŝŶŐĂŶĚƉƌŽǀŝĚĞƉƌŽŵƉƚ ƌĞƐƉŽŶƐĞƐǁŚĞŶƚŚĞƐĞĐĂůůƐĂƌĞĚŝƐƉĂƚĐŚĞĚ͘/ƚǁŝůůĂůƐŽƉƌĂĐƚŝĐĞĂůŝŐŚƚƚŽƵĐŚƚŽĂĚĚƌĞƐƐƚŚŽƐĞ ĐŽŶĐĞƌŶƐŽĨƋƵĂůŝƚǇͲŽĨͲůŝĨĞĂŶĚĐŝǀŝůŝƚǇƚŚĂƚĐĂŶďĞƐĂĨĞƚǇƌĞƐƉŽŶĚĞĚƚŽĂŶĚǁŚŝĐŚŵĂǇŵŝƚŝŐĂƚĞ ƉƵďůŝĐĂŐĞŶĐǇƌĞƐƉŽŶƐĞƐ͘

tŚĞŶƉƌĂĐƚŝĐĂďůĞĂŶĚƐĂĨĞ͕ƚŚĞŵŽďŝůĞƚĞĂŵĐĂŶƌĞƐƉŽŶĚƚŽĐŽŶĐĞƌŶƐƌĞůĂƚĞĚƚŽŚŽŵĞůĞƐƐŶĞƐƐ ĚƵƌŝŶŐĞǀĞŶŝŶŐƐĂŶĚŶŝŐŚƚƐƵŶƚŝůϯD͘/ƚŝƐĚƵƌŝŶŐƚŚĞƐĞůĂƚĞŚŽƵƌƐǁŚĞŶĂƉƌĞƐĞŶĐĞŵŝŐŚƚŵĂŬĞ ƚŚĞĚŝĨĨĞƌĞŶĐĞŝŶƉƌĞǀĞŶƚŝŶŐĐƌŝŵĞĂŶĚĚŝƐŽƌĚĞƌůǇďĞŚĂǀŝŽƌƐ͕ĞƐƉĞĐŝĂůůǇĂƚůŽĐĂƚŝŽŶƐǁŚĞƌĞůŽĐĂů ƐƚĞǁĂƌĚƐƌĞƋƵĞƐƚƐƵƉƉŽƌƚĂŶĚƐƵƉĞƌǀŝƐŝŽŶďǇƚŚĞŵŽďŝůĞƚĞĂŵĨŽƌƉƌŽďůĞŵͲƐŽůǀŝŶŐ͘
dŚĞŵŽďŝůĞŚŽŵĞůĞƐƐĞŶŐĂŐĞŵĞŶƚƚĞĂŵǁŝůůĂĚĚƌĞƐƐŶĞŝŐŚďŽƌŚŽŽĚĐŽŵƉůĂŝŶƚƐ͘ŽůůĂďŽƌĂƚŝŽŶ ǁŝƚŚĐŝƚǇĂŶĚĐŽƵŶƚǇĂŐĞŶĐŝĞƐǁŝůůĞǆƉĂŶĚĨŽƌĂƐƐĞƌƚŝǀĞƉƵďůŝĐƐĂĨĞƚǇƌĞƐƉŽŶƐĞƐ͕ŝŵƉƌŽǀĞ ĐŽŵŵƵŶŝĐĂƚŝŽŶůŝŶĞƐǁŝƚŚŶĞŝŐŚďŽƌŚŽŽĚŚŽƵƐĞĚƌĞƐŝĚĞŶƚƐ͕ůĞĂĚĞƌƐ͕ĂŶĚŐƌŽƵƉƐ͕ĂŶĚƉŽƚĞŶƚŝĂůůǇ ŝŶƚĞŐƌĂƚĞǁŝƚŚƌĞĂůͲƚŝŵĞĚŝƐƉĂƚĐŚĐĂůůƐǇƐƚĞŵƐ͘

DĂŶĂŐĞĂŶĚƐƵƉƉŽƌƚ^ĞĐƵƌĞ^ĐĂƚƚĞƌĞĚ^ŝƚĞƉƌŽŐƌĂŵůŽĐĂƚŝŽŶƐĨŽƌǀĞŚŝĐůĞĚǁĞůůĞƌƐ͘/ŶƚĞƌŝŵ ƐŚĞůƚĞƌŝŶŐƐŽůƵƚŝŽŶƐǁŝůůŽĨĨĞƌƐĂĨĞƚǇ͕ƐƚĂďŝůŝƚǇ͕ĂŶĚĂĐůĞĂŶĞƌ͕ŚĞĂůƚŚŝĞƌĞŶǀŝƌŽŶŵĞŶƚ͕ĂƐǁĞůůĂƐĂ ƉĂƚŚǁĂǇƚŽƉĞƌŵĂŶĞŶƚŚŽƵƐŝŶŐ͘ƐƚĞŶƚĂŶĚǀĞŚŝĐůĞͲĚǁĞůůŝŶŐŚŽƵƐĞŚŽůĚƐĂƌĞĚŝƐďƵƌƐĞĚĨƌŽŵ ĞŶĐĂŵƉŵĞŶƚůŽĐĂƚŝŽŶƐ͕^K^͊ZŝĐŚŵŽŶĚǁŝůůƌĞĐƌƵŝƚƚŚĞƐƵƉƉŽƌƚŽĨƉƵďůŝĐĂŶĚƉƌŝǀĂƚĞƉƌŽƉĞƌƚǇ ŽǁŶĞƌƐ;ĐŚƵƌĐŚĞƐ͕ŶŽŶƉƌŽĨŝƚƐĂŶĚĞǀĞŶƚƵĂůůǇďƵƐŝŶĞƐƐĞƐͿƚŽƚĞŵƉŽƌĂƌŝůǇƵƚŝůŝǌĞǀĂĐĂŶƚůŽƚƐĂŶĚ ƉĂƌŬŝŶŐůŽƚƐƚŽƉƌŽǀŝĚĞƐƚĂďůĞĂŶĚƐĞĐƵƌĞƚƌĂŶƐŝƚŝŽŶƐĨŽƌƐĞůĞĐƚŚŽƵƐĞŚŽůĚƐ͘^ĞĐƵƌĞƐŝƚĞƐĂƌĞ ĐŽŶƚƌĂĐƚĞĚĨŽƌŽŶĞƚŽĨŽƵƌŚŽƵƐĞŚŽůĚƐǁŝƚŚƉƌŝǀĂƚĞŚŽƐƚƐ͘/ŶŝƚƐƌŽůĞĂƐůŝĂŝƐŽŶĂŶĚƌĞƐŽƵƌĐĞ ƉƌŽǀŝĚĞƌ͕^K^͊ZŝĐŚŵŽŶĚĨĂĐŝůŝƚĂƚĞƐĂƐƵĐĐĞƐƐĨƵůƌĞůĂƚŝŽŶƐŚŝƉďĞƚǁĞĞŶŚŽƵƐĞŚŽůĚ͕ŚŽƐƚĂŶĚ ŝŵŵĞĚŝĂƚĞŶĞŝŐŚďŽƌƐ͘dŚĞ^ƚƌĞĞƚƐdĞĂŵǁŝůůƐƵƉƉŽƌƚƚŚĞŚŽƐƚĂŶĚƚŚĞŚŽƵƐĞŚŽůĚƐƌĞƐŝĚŝŶŐĂƚ ĞĂĐŚƐĐĂƚƚĞƌĞĚƐŝƚĞ͕ŵĂŶĂŐĞƚŚĞƉƌŽǀŝƐŝŽŶŽĨŽŶͲƐŝƚĞĂŵĞŶŝƚŝĞƐ͕ĂŶĚƉƌŽǀŝĚĞĐĞŶƚƌĂůŝǌĞĚƐĞƌǀŝĐĞƐ ƚŚĂƚďƌŝŶŐŚŽƵƐĞŚŽůĚƐƚŽĐŽŶǀĞƌŐĞŶƚƌĞƐŽƵƌĐĞƐ͘dŚĞŵŽďŝůĞƚĞĂŵǁŝůůƐƵƉƉŽƌƚƚŚĞƐĞĐƵƌŝƚǇŽĨ ƚŚĞƐĞƐŝƚĞƐŝŶƚŚĞĞǀĞŶŝŶŐƐĂŶĚĞŶƐƵƌĞƚŚĂƚŚŽƵƐĞŚŽůĚƐĂĚŚĞƌĞƚŽĐŽŶƚƌĂĐƚƵĂůĂŐƌĞĞŵĞŶƚƐ͘
dŚĞ^ĞĐƵƌĞ^ĐĂƚƚĞƌĞĚ^ŝƚĞƐƉƌŽŐƌĂŵǁŝůůƐƵƉƉŽƌƚƚŚĞƉƌŽǀŝƐŝŽŶŽĨďĂƐŝĐŶĞĞĚƐƐƵĐŚĂƐƐĂĨĞĂŶĚ ƐƚĂďůĞƐŚĞůƚĞƌ͕ĨŽŽĚ͕ǁĂƚĞƌ͕ĂŶĚŚǇŐŝĞŶĞ͕ĂƐǁĞůůĂƐĂƐĞŶƐĞŽĨĐŽŵŵƵŶŝƚǇ͕ƉƵƌƉŽƐĞ͕ĚŝŐŶŝƚǇ͕ĂŶĚ ŚŽƉĞ͘&ŽƌĞĂĐŚƌĞƐŝĚĞŶƚ͕ĂƉĞƌƐŽŶĂůŝǌĞĚƐĞƌǀŝĐĞƉůĂŶǁŝůůďĞĚĞǀĞůŽƉĞĚďǇƐĞƌǀŝĐĞƉĂƌƚŶĞƌ ,ŽƵƐŝŶŐŽŶƐŽƌƚŝƵŵŽĨƚŚĞ
ĂƐƚĂǇ͕ďĂƐĞĚŽŶŝŶĚŝǀŝĚƵĂůŶĞĞĚ͕ĂŶĚĨŽĐƵƐĞĚŽŶƉƌŽĐƵƌĞŵĞŶƚŽĨ ŚŽƵƐŝŶŐ͕ŵĂǇŝŶĐůƵĚĞŵĞĚŝĐĂůĂŶĚĚĞŶƚĂůĐĂƌĞ͕ŚŽƵƐŝŶŐĂƐƐŝƐƚĂŶĐĞ͕ŚĞůƉĂƉƉůǇŝŶŐĨŽƌďĞŶĞĨŝƚƐ ĂŶĚŚĞĂůƚŚŝŶƐƵƌĂŶĐĞ͕ĞŵƉůŽǇŵĞŶƚĐŽƵŶƐĞůŝŶŐ͕ũŽďƚƌĂŝŶŝŶŐŽƌũŽďƉůĂĐĞŵĞŶƚ͕ĨŝŶĂŶĐŝĂůůŝƚĞƌĂĐǇ ĐŽƵŶƐĞůŝŶŐ͘dŚĞƐĐĂƚƚĞƌĞĚƐŝƚĞƉƌŽŐƌĂŵǁŝůůďĞĨŽƌƚŚŽƐĞǁŚŽĂƌĞŶŽƚŝŶŶĞĞĚŽĨŵĞŶƚĂůŚĞĂůƚŚ ĂŶĚƐƵďƐƚĂŶĐĞĂďƵƐĞƐĞƌǀŝĐĞƐ

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ǀĞŚŝĐůĞĚǁĞůůĞƌƐǁŝůůďĞŝŶƚĞƌǀŝĞǁĞĚďǇƚŚĞ^K^&ŝĞůĚ^ƵƉĞƌǀŝƐŽƌĂŶĚƚŚĞĂƐĞDĂŶĂŐĞƌƚŽ ĚĞƚĞƌŵŝŶĞƚŚĞŝƌŶĞĞĚƐŝŶƚĞƌŵƐŽĨƌĞƐŽƵƌĐĞƐ͕ƐƵƉƉŽƌƚŝǀĞƐĞƌǀŝĐĞƐ͕ĂŶĚƚŚĞĨƵŶĐƚŝŽŶĂůŝƚǇŽĨƚŚĞŝƌ ǀĞŚŝĐůĞƐ͘

KŶĐĞƚŚĞŚŽƐƚΖƐƉĞƌŵŝƚŝƐĂƉƉƌŽǀĞĚ͕ƚŚĞƌĞĂŝƌĞĐƚŽƌǁŝůůĚƌĂĨƚĂϯͲƉĂƌƚǇĐŽŶƚƌĂĐƚƵĂů ĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞŚŽƐƚ͕ƚŚĞŐƵĞƐƚ͕ĂŶĚ^K^ĨŽƌĂŶŝŶŝƚŝĂůϯϬͲϲϬĚĂǇƐƚĂǇ͘dŚŝƐĂŐƌĞĞŵĞŶƚ ǁŝůůŽƵƚůŝŶĞƚŚĞƌĞƐƉŽŶƐŝďŝůŝƚŝĞƐŽĨĂůůƉĂƌƚŝĞƐ͘dŚĞ^ƚƌĞĞƚƐdĞĂŵǁŝůůĂƐƐŝƐƚƚŚĞŚŽƐƚƐǁŝƚŚ ƉƌĞƉĂƌŝŶŐƚŚĞŝƌƐŝƚĞƐĨŽƌƚŚĞĂƌƌŝǀĂůŽĨƚŚĞŐƵĞƐƚƐ͘ĞƉĞŶĚŝŶŐŽŶƚŚĞƐŝƚĞ͕ƚŚŝƐŵĂǇŝŶĐůƵĚĞ ĂƌƌĂŶŐŝŶŐĨŽƌŝŶƐƚĂůůĂƚŝŽŶŽĨĂƉŽƌƚĂďůĞƚŽŝůĞƚĂŶĚŚĂŶĚǁĂƐŚŝŶŐƐƚĂƚŝŽŶ͕ƉƌŽĐƵƌĞŵĞŶƚŽĨĂ ĚƌŝŶŬŝŶŐǁĂƚĞƌƐƚŽƌĂŐĞƚĂŶŬ͕ĂŶĚĂŶǇŽƚŚĞƌĂƐƐŝƐƚĂŶĐĞĚĞĞŵĞĚŶĞĐĞƐƐĂƌǇďǇƚŚĞŚŽƐƚ͘dŚĞǇǁŝůů ĂƐƐŝƐƚƚŚĞŐƵĞƐƚƐǁŝƚŚŵĞĞƚŝŶŐĂŶǇĐŽŵƉůŝĂŶĐĞƌĞƋƵŝƌĞŵĞŶƚƐƌĞůĂƚĞĚƚŽƚŚĞǀĞŚŝĐůĞ͘dŚĞ&ŝĞůĚ ^ƵƉĞƌǀŝƐŽƌǁŝůůƉƌŽǀŝĚĞĐŽĂĐŚŝŶŐĨŽƌĞĂĐŚŚŽƵƐĞŚŽůĚƚŽƉƌĞƉĂƌĞƚŚĞŵĨŽƌƚŚĞƌĞƐƉŽŶƐŝďŝůŝƚǇĂŶĚ ƚŽƉƌŽŵŽƚĞĂĐĐŽƵŶƚĂďŝůŝƚǇŝŶƚŚĞŝƌƌŽůĞĂƐƐƚĞǁĂƌĚŽĨƚŚĞŚŽƐƚΖƐƉƌŽƉĞƌƚǇ͘KŶĐĞƚŚĞŐƵĞƐƚƐŚĂǀĞ ďĞĞŶƐĞƚƚůĞĚĂƚƚŚĞƐŝƚĞ͕Ă^ƚƌĞĞƚƐdĞĂŵŵĞŵďĞƌǁŝůůǀŝƐŝƚŽŶĂƌĞŐƵůĂƌďĂƐŝƐƚŽĂƐƐŝƐƚǁŝƚŚĂŶǇ ŶĞĞĚƐƚŚĞŐƵĞƐƚƐŵĂǇŚĂǀĞ͕ĂŶĚƚŽĞŶƐƵƌĞƚŚĂƚƚŚĞĂƌƌĂŶŐĞŵĞŶƚŝƐǁŽƌŬŝŶŐŽƵƚĨŽƌďŽƚŚƉĂƌƚŝĞƐ͘
dŚĞ^K^͊ZŝĐŚŵŽŶĚ^ƚƌĞĞƚƐdĞĂŵǁŝůůĞŵƉŚĂƐŝǌĞĂŶĚĞŶĐŽƵƌĂŐĞĞŶĐĂŵƉŵĞŶƚƐĚǁĞůůĞƌƐ͕ĂƐƉĂƌƚ ŽĨƚŚĞŝƌŽƵƚƌĞĂĐŚ͕ƚŽŐĞƚĞŶƚĞƌĞĚƚŚĞ,D/^ƐǇƐƚĞŵƚŽƚƌĂŶƐŝƚŝŽŶŝŶƚŽŵŽƌĞƐƚĂďůĞŚŽƵƐŝŶŐ͕ƐƵĐŚ ĂƐƐŚĞůƚĞƌƐ͕ƐƵƉƉŽƌƚŝǀĞŚŽƵƐŝŶŐ͕ŽƌŽƚŚĞƌƉĞƌŵĂŶĞŶƚĂĨĨŽƌĚĂďůĞŚŽƵƐŝŶŐ͘^K^͊ǁŝůůĚŽĐƵŵĞŶƚ ŚŽǁŵĂŶǇĞŶĐĂŵƉŵĞŶƚĚǁĞůůĞƌƐƚŚĞǇŐĞƚĞŶƚĞƌĞĚŝŶƚŽ,D/^͘

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Page 84 of 726 ends

For the Contract between the City of
Richmond and
(;+,%,7%
3$<0(173529,6,216
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PAYMENT 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, C ontractor 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 add ress:

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 Contractor shall be subje ct to the approval of the City’s Project Manager before payments shall be authorized.

5. The City will pay invoice(s) wit hin 45 days after 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 pr ovided 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.

Lina Velasco
Rebuilding Together East Bay-North
Community Development
Lina Velasco

Page 85 of 726 ends

For the Contract between the City of
Richmond and
(;+,%,7&
$87+25,=('5(35(6(17$7,9(6$1'127,&(6

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:

Rebuilding Together East Bay-North
Rebuilding Together East Bay-North
Lina Velasco
450 Civic Center Plaza
J.W. Frye
732 Gilman Street
Berkeley, CA 94710

Page 86 of 726 ends

General Conditions/EJ/TE 01-19-11 1 of 13
(;+,%,7'
*(1(5$/&21',7,216

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, Copyrights 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,

Page 87 of 726 ends

General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

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

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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 Contra c t f o r a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding pe riod. Upon request, CONTRACTOR shall make these records available to autho rized representatives of the CITY, the State of California, and the U nited States Government.

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

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

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

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

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

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

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

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

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

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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.

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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

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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

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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

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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

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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.

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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

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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.

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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.

Page 99 of 726 ends

For the Contract between the City of
Richmond and
(;+,%,7(
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The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

None.

Rebuilding Together East Bay-North

Page 100 of 726 ends

For the Contract between the City of
Richmond and
(;+,%,7)
,1685$1&(3529,6,216
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.

Rebuilding Together East Bay-North

Page 101 of 726 ends

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City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will be conducting business and/or providing services to the City of Richmond (City), or will be awarded City of Richmond (City) funds to provide programs or services, 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, 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.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, 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 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)

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

3. Original and Separate Additional Insured Endorsements 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 (for CONTRACTOR’s with employees);

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

6. Fidelity Bond/Crime Coverage – in an amount stipu lated by City depending upon scope of contract.

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” located at:
http://www.ci.richmond.ca.us/index.aspx?nid=61
.

General Liability
(primary and excess limits
combined)
$1,000,000 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).

Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the CONTRACTOR, its personnel, agents or subcontractors.

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

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BBB([KLELW)
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City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 2 of 3
Revised: September 2011
Automobile Liability (If auto is used.) $1,000,000 per occurrence for bodily injury and property damage.

Fidelity Bond/Crime Coverage
(Applies if receiving City
funds.)
In an amount stipulated by City depending upon the scope of Contract. (Usually based upon the amount of money the Contractor is handling that could be embezzled over a period of time.)
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability Coverage.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

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

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

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

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.

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.

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 coverages and cover those insured in the underlying policies.

Page 103 of 726 ends

BBB([KLELW)
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City of Richmond Insurance Requirements – Type 5:

Vendors, Suppliers, Small Grant Recipients & Nonprofit
Organizations
Type 5 - Page 3 of 3
Revised: September 2011
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 Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.

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.

Page 104 of 726 ends

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Page 105 of 726 ends

Page 106 of 726 ends

Page 107 of 726 ends

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)

Term, Payment Limit and Service Plan
Payment Limit and Service Plan

Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties . The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Emai l:

Business License No: / Expiration Date:

2. Purpose
. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions . The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

Community Development Lina Velasco
[email protected] (510) 620-6706
15066 / 5763
Safe Organized Spaces (SOS!) Richmond, a program of Rebuilding Together East Bay-North (RTEBN) will provide outreach and support for unsheltered people who reside in homeless encampments across the City of Richmond. ✔
1 Rebuilding Together East Bay-North
732 Gilman Street
Berkeley, CA 94710
J.W. Frey
(510) 644-8979 [email protected]
4006-0490 August 21, 2022
✔
July 20, 2021
July 20, 2021 July 20, 2022
983,975.00

Page 108 of 726 ends

Contract Amendment/EJ/TE 09-26-07

4. Amendment Provisions . This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

5. City of Richmond Business License Active Status Maintained . Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

7. Signatures . These signatures attest the parties’ agreement hereto:

CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:

I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.

By _______________________
City Clerk
Approved as to form:

By_______________________
City Attorney
List of Attachments:

1. Amendment Provisions

2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and
the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.

Rebuilding Together East Bay-North

Page 109 of 726 ends

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (TERM AND SERVICE PLAN)

1. Paragraph 2 (Term) of the Original Contract is hereby amende d to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term . The effective date of this Contract is
_____________________________________________________________ (Insert original contract commencement date)
and it terminates
_____________________________________________________________. (Insert new contract termination date)
unless sooner terminated as provided herein."

2. The Service Plan (Exhibit A) of the Original Contract is her eby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07
Rebuilding Together East Bay-North
1 / 5763
July 20, 2021
November 30, 2022
See Exhibit A and Exhibit B.

Page 110 of 726 ends

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (SERVICE PLAN)
(CONTRACTOR’S OBLIGATION’S)
The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07
Rebuilding Together East Bay-North
1 / 5763

UPDATED SERVICE PLAN AND UPDATED BUDGET - July 21, 2022 through November 30, 2022

Rebuilding Together East Bay-North (RTEBN)
Program Administrator - Safe Organized Spaces Richmond (SOS) Richmond Reimagining Public Safety Funds

RTEBN through its Program administrator, SOS, will provide the following core services which are part of the original Scope of Work under P. O. /Contract No.2220406 /5763:

1. Trash and dumping cleanup at encampments with outreach and engagement

2. Deliver mobile showers to city-specified encampments

3. Deploy additional mobile amenities to encampments, such as trash storage, toilets, drinking water, wastewater disposal, solar power, food storage, etc.

4. Employ encampment residents to provide services above

5. Special projects at the direction of the city

Core activities will engage the following teamwork systems:

Task 1: RTEBN/SOS will deploy a 9-member Streets Team to pick up trash and concurrently provide outreach and engagement at city-specified encampments. The Streets Team will be present in the field for 7 hours per day with a minimum of 3 team members and a Team Leader, and support from the Operations Logistics Coordinator and Executive Director. The team will work in rotating shifts from Monday to Friday, 8am to 3:30pm. Locations and scheduling to be determined by the city.

Page 111 of 726 ends

For the Contract between the City of
Richmond and
Rebuilding Together East Bay-North
_____________________________

Task 2: : RTEBN/SOS will deploy mobile shower services at city-specified encampments. A minimum of four shower events will be provided per week. Staff will distribute hygiene-related supplies such as towels, soap, and clothing, and survey the participants to obtain basic personal information.

Task 3: : RTEBN/SOS will provide other mobile amenities as directed by the city.

Task 4: RTEBN/SOS will recruit, train, employ, supervise and provide professional support for a workforce of unhoused employees as part of its mission. These workforce development efforts are reflected in the budget for the items listed above.

Task 5: : RTEBN/SOS will respond to special projects as directed by the city.

Page 112 of 726 ends

EXHIBIT B
BUDGET
ORIGINAL BUDGET UPDATED 4 MONTH BUDGET
Ex. Dir 90,000.00 $ 25% 22,500.00 $
July 21-Nov 20
A Area Director 70,000.00 $ 50% 35,000.00 $
B Field Supervisor - Day 41,600.00$ 100% 41,600.00 $
C Field Supervisor - Night 41,600.00$ 100% 41,600.00 $ D Staff Subtotal 140,700.00 $
E Benefits/Taxes 24.70% 34,752.90 $
Staff Subtotal 175,453 $
F Streets Team Interns 17,000.00 $
G Streets Team 472,630.00 $ 211,464 $
H Program Partner Sub 93,000.00 $
I Equip,supplies, materials, etc 23,000.00 $ 38,730 $ J Equip Rental 5,500.00 $ 38,016 $
Shower
Power
K Debris Transfer fees 60,000.00 $
L Insurance - vehicles 11,740.00 $
M Insurance - liability 22,000.00 $
N Program Permits 6,500.00 $
O Utilities, phone, internet 1,100.00 $
P Rent and Storage 6,600.00 $
Q Direct Program Expense 719,070.00 $
Total Expesnes Subtotal 894,523 $ 288,210 $
R Admin fee 10% 89,452 $ 28,821 $
Total Budget 983,975 $ 317,031 $
Paid Invoices
through April 1,
2022 411,129.12$
Balance 572,846.07$
'PSUIF$POUSBDUCFUXFFOUIF
$JUZPG3JDINPOEBOE
3FCVJMEJOH5PHFUIFS&BTU#BZ/PSUI

Page 113 of 726 ends

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
Rebuilding Together East Bay-North
1 / 5763

0.00 983,975.00
November 30, 2022✔
✔

Page 114 of 726 ends

___ 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.

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

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 Li ability 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 Endorsemen t 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 th e 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.

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

Page 115 of 726 ends

___ 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 Applic able to General Liability coverage.

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

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
.

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.

Page 116 of 726 ends

___ 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.

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.

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.

Page 117 of 726 ends

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions o f the policy, certain policies may require an endorsement. A s tatement on this certificate does not confer rights to the certificate hold er in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CON TRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERI OD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDE D BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY

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Page 118 of 726 ends

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions o f the policy, certain policies may require an endorsement. A s tatement on this certificate does not confer rights to the certificate hold er in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CON TRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
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POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 20 26 04 13

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – DESIGNATED

PERSON OR ORGANIZATION

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE

Name Of Additional Insured Person(s) Or Organization(s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

However:
1 . The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2 . If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1 . Required by the contract or agreement; or
2 . Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

PHPK2246006PHPK2
41

Page 120 of 726 ends

Page 1 of 2 ends

November 15, 2022

Economic Development

DATE: November 15, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Shasa Curl, City Manager
Lizeht Zepeda, Senior Business Assistance Officer

Subject:

Grant Funding from the Bay Area Air Quality
Management District (BAAQMD)
FINANCIAL IMPACT: No fiscal impact. The expenditures will be reimbursed by the $1,003,250 BAAQMB shore power grant.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

City staff is seeking authorization to ratify and appropriate grant funding from the Bay Area Air Quality Management
District (BAAQMD).

RECOMMENDED ACTION:

ACCEPT and APPROPRIATE the $1,003,250 grant
award from the Bay Area Air Quality Management District (BAAQMD) to the City of Richmond’s Port Division - City Manager’s Office, Economic Development (Shasa
Curl/Lizeht Zepeda 510-620-6653).

DISCUSSION:

The City of Richmond’s Port Division has been awarded a $1,003,250 grant for shore power installation at Berths 7 and 8 at the Point Potrero Marine Terminal, Port of Richmond.

AGENDA
REPORT

Page 121 of 726 ends

Page 2 of 2 ends

November 15, 2022
The project will consist of the purchase and installation of the major infrastructure for shore power at Berths 7 and 8. These berths are currently active with the Port’s tenant, Auto Warehousing Company (AWC). AWC imports automobiles from Japan and China.

AWC receives one (1) or two (2) vessels a week for their roll-on/roll-off operations.

Shore power install will reduce the diesel emissions from vessels when docked. Once installed, having electrical power from the shore to a ship while docked will allow the vessel's auxiliary engines to be turned off and the burning of fuel, based on hydrocarbons to cease.

The funding comes from the State’s Volkswagen Mitigation Trust Fund Zero-Emission Freight and Marine Program grant. Volkswagen Environmental Mitigation Trust was established as part of a settlement reached between the United States District Court for the Northern District of California and Volkswagen for VW’s use of illegal diesel vehicles.

The Bay Area Air Quality Management District (BAAQMD) is administering the grant.

The Zero-Emission Freight and Marine Program provides funding for the replacement of airport ground support equipment (“GSE”), forklifts, port cargo handling equipment (“CHE”), the repower of marine engines to zero-emissions, and installation of shore power at berths in Regulated California Waters.

On May 28, 2021, the Port affirmed it is an “eligible applicant” under the Program for installation of shore power at berths category. The Air District confirmed the eligibility for Program funding based on cost-effectiveness, the Program Guidance, and the information provided on the City’s application. As part of the requirement, the City entered into a grant agreement with BAAQMD in July 2022. The Port will have until November 15, 2023, to install the shore power at Berths 7 and 8.

By January 1, 2025, the California Air Resources Board requires that roll-on and roll-off vessels implement measures to reduce oxides of nitrogen (NOx), reactive organic gases (ROG), particulate matter (PM), diesel particulate matter (DPM), and greenhouse gas (GHG) emissions while docked at berth. These funds will help the Port meet this goal.

DOCUMENTS ATTACHED:

Attachment 1 – Agreement

Page 122 of 726 ends

BAAQMD VW Mitigation Trust Fund Program Grant Agreement

VWFM-21-0319

1 of

16 VOLKSWAGEN MITIGATION TRUST FUND

ZERO EMISISON FREIGHT AND MARINE PROGRAM GRANT AGREEMENT

BETWEEN

THE BAY AREA AIR QUALITY MANAGEMENT DISTRICT

AND

PORT OF RICHMOND

VWFM-21-0319
This Volkswagen Mitigation Trust Fund Zero-Emission Freight and Marine Program grant agreement (“Agreement”) is made and entered into between Port of Richmond, hereinafter referred to as “Grantee,” and the Bay Area Air Quality Management District, hereinafter referred to as the “Grantor” or “Air District,” hereinafter collectively referred to as the “Parties.”

RECITALS
1) The Volkswagen (“VW”) Environmental Mitigation Trust (“Trust”) was established as part of a settlement reached between the United States District Court for the Northern District of California and Volkswagen for VW’s use of illegal defeat devices in certain 2.0-liter and 3.0-liter diesel vehicles. Through the Trust, funding will be awarded to Eligible Mitigation Actions as prescribed in the settlement’s Consent Decree that are intended to fully mitigate the excess NOx emissions caused by VW’s use of illegal emissions testing defeat devices in subject diesel vehicles.
2) The California Air Resources Board (“CARB”) is the designated Lead Agency acting on the State’s behalf as beneficiary to implement California’s share of Trust funds totaling approximately $423 million. 3) On May 25, 2018, CARB approved the Beneficiary Mitigation Plan for California, which contains the eligible mitigation actions (or project funding categories) that will be funded from the State’s allocation of the VW Trust, describes the goals and basic requirements for each category, and designated the Air District as the statewide administrator for the Zero-Emission Freight and Marine Projects category. 4) On March 13, 2019, CARB and the Air District executed a grant agreement (Grant Number: G18-VWM- 02), pursuant to which Air District will administer VW Trust funds statewide for the Zero-Emission Freight and Marine Projects category.
5) The Zero-Emission Freight and Marine Program (“Program”) provides funding for the replacement of airport ground support equipment (“GSE”), forklifts, port cargo handling equipment (“CHE”), the repower of marine engines to zero-emissions, and installation of shore power at berths in Regulated California Waters. On May 12, 2021, following CARB’s approval, the Air District first released the Program Guidance for Zero-Emission Freight and Marine Program (“Program Guidance”) to describe requirements, applicant and project eligibility, application process, evaluation criteria, reporting, inspection, implementation and operation, and other requirements and subsequently updated the Program Guidance on the program website at https://www.californiavwtrust.org/zero-freight-marine/ on May 28, 2021. The Grantee has affirmed it is an “eligible applicant” under the Program and has affirmed that it shall comply with all Program requirements set forth in the Zero-Emission Freight and Marine Program Solicitation (“Program Guidance”), which are incorporated herein and made a part hereof by this reference as if fully set forth herein.

DocuSign Envelope ID: 3E85B1CC-5E84-4907-A489-3353CD1BFFD3

Page 123 of 726 ends

Richmond City CouncilNovember 15, 2022

Richmond City Council
November 15, 2022