Agenda — Richmond City Council, December 20, 2022 (part 4 of 11)

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

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

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this 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 period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.

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

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

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

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

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

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

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

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

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

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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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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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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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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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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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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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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.

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For the Contract between the City of
Richmond and

EXHIBIT E

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

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For the Contract between the City of
Richmond and

EXHIBIT F

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

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___ Exhibit F
___ Section 8
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.

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, 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)

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 stipulated by City depending upon scope of contract.

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 SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. 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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___ Exhibit F
___ Section 8
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.

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. 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.

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.

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.

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___ Exhibit F
___ Section 8
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.

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.

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December 20, 2022
Economic Development
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Shasa Curl, City Manager
Winifred Day, Arts & Culture Manager
SUBJECT: Budget Appropriation for Osprey Bird Sculpture Project FINANCIAL IMPACT: Funds were received in Fiscal Year 2021-2022 (13564165-400201-36002).

PREVIOUS COUNCIL
ACTION:

November 2, 2021, and April 19, 2022

STATEMENT OF THE
ISSUE:

Funds were received by the City to sculpt and install a full-size osprey bird cast in metal for the Ridgeline
Property Group. City staff are now seeking the
appropriation of the funds to be used in the current fiscal year.

RECOMMENDED ACTION: APPROPRIATE into the Fiscal Year 2022-2023 Public Art Percent for Art Fund budget the $25,500 received in Fiscal Year 2021-2022 from Ridgeline Property Group for the design, fabrication, and installation of the Osprey Bird Sculpture – City Manager’s Office (Shasa Curl/Winifred
Day 510-672-2209).

AGENDA
REPORT

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December 20, 2022
DISCUSSION:

The Ridgeline Property Group Developers (“Developer”) worked with the Public Art Advisory Committee (PAAC) in 2021 to solicit and select a local artist to commission an Osprey Bird sculpture. The Developer provided two in lieu of contributions to the City in the amounts of $65,000 and $20,000, for a total contribution of $85,000. City staff brought forth two items to City Council, on November 2, 2021, and April 19, 2022, to accept and appropriate the funds into the fiscal year 2021-2022 budget.

It was originally anticipated that the artist would complete the project by the end of fiscal year 2021-2022. However, the project experienced delays pushing the completion date into the current fiscal year. City staff is now requesting that the previously received funds in the amount of $25,500 be appropriated to the current fiscal year.

DOCUMENTS ATTACHED:

None

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December 20, 2022
Economic Development
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Shane Johnson, Senior Administrative Analyst
Lilia Corral, Management Analyst
SUBJECT: Contract Amendment for Security Services at Terminal One
FINANCIAL IMPACT: Funding for the expenditure is included in the approved FY 2022-2023 budget and will be budgeted accordingly
for FY 2023-2024 and FY 2024-2025.

Account String: 40162480-400218

PREVIOUS COUNCIL
ACTION:

December 17, 2019

STATEMENT OF THE
ISSUE:

City staff is requesting approval of a contract amendment with Allied Universal for security guard services at the Port of Richmond’s Terminal One location.

RECOMMENDED ACTION: APPROVE a first contract amendment with Universal Protection Service, LP DBA Allied Universal Security
Services, to increase the contract amount by $209,963,
for a new total contract not to exceed $1,008,560, for a term extending through December 31, 2024, to continue
providing security services at the Port of Richmond
Terminal One location – Economic Development, Port
Division (Shane Johnson/Lilia Corral 510-620-6512).

AGENDA
REPORT

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December 20, 2022
DISCUSSION:

On December 17, 2019, following a competitive procurement process involving the issuance of a Request for Proposals, the City Council approved a contract with Allied Universal to provide security guard services at the Port of Richmond’s Terminal One location (Attachment 1).

Since January 2020, Universal Protection Service, LP DBA Allied Universal Security Services has assisted in providing a safe environment where residents and visitors can access city services and public spaces. The historic buildings at the Port of Richmond Terminal One location are consistently monitored aiding in the deterrence of theft and vandalism that was experienced in the past.

A contract amendment is necessary to ensure that security services continue to be provided at the Port of Richmond Terminal One location (Attachment 2). Allied Universal is requesting to exercise their two-year contract extension option and has provided City staff with an updated pricing proposal to reflect the current bill rates for the 2023 and 2024 calendar years (Attachment 3).

City staff is seeking approval of a contract amendment to extend the term by two years, ending December 31, 2024, and to increase the contract amount by $209,963, for a new total contract not to exceed $1,008,560.

DOCUMENTS ATTACHED:

Attachment 1 – Original Contract
Attachment 2 – Proposed Amendment No.1
Attachment 3 – Allied Security Bill Rates for 2023 & 2024

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CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

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

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

Port Operations Lizeht Zepeda [email protected] (510) 620-6653 12424 5071 Provide security services at the Port of Richmond
Universal Protection Service, LP 1855 Gateway Boulevard Concord, CA 94520 Kelly Murcray (510) 719-6105 [email protected] 4005-1433 January 1, 2020 December 31, 2022 798,597 ✔ DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652 12/31/2022

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

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

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

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

Title: By:

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

Date Signed:

By:

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

By:

By: Title:

City Attorney
Date Signed:

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

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
Universal Protection Service, LP
DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652 Senior Regional Vice President
5/31/2022
MayoryMayor

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For the Contract between the City of
Richmond and

EXHIBIT A

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

Port of Richmond

1. Contractor will furnish all necessary personnel/labor, uniforms, equipment and supervision to provide unarmed security services for the Port of Richmond Point Potrero Marine Terminal and Terminal One located at 1322 Canal Boulevard.

2. The security deployment will involve a single assignment during specified periods throughout the week. The City may request, when needed, additional security services for special events.

3. The Contractor will assign one unarmed security guard and security vehicle at Port of Richmond Terminal 1. Coverage will be seven days per week, 365 days a year, and 24 hours per day. Security guard is to park the security vehicle at the main entrance gate and prohibit entry to unauthorized people unless visitors are authorized by Port of Richmond staff.

4. Within 24 hours notice from the City, the Contractor will assign an additional stationary security guard and vehicle to monitor port facilities.

5. Assigned guards will maintain a daily log and prepare an incident report as issues occur. The reports will be forwarded to City staff monthly, as designated by the Project Manager or designee.

6. At the end of each shift, Contractor's personnel must submit activity reports via email to the Project Manager or designee that document any suspicious activity, vehicles, or contacts that occurred during the shift. The reports should be supported by photographic evidence when possible.

7. Assigned guards will immediately report any suspicious persons, vehicles, or activity to the Richmond Police Department Communications Center, 24 hours a day, through the non-emergency dispatch number (510) 233-1214 for non-emergencies. All emergencies shall be reported via 911.

8. The security guard based at the Port of Richmond must carry a dedicated mobile phone and that number shall be provided to Port of Richmond staff in order to request assistance.

9. Assigned guards will report maintenance problems such as, but not limited to, inoperative doors, lighting fixtures, broken water lines, broken or inoperative gates and locks, to the Project Manager or designee.

Universal Protection Service, LP
DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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For the Contract between the City of
Richmond and

EXHIBIT A

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

Universal Protection Service, LP Port of Richmond

10. The Contractor will utilize a monitoring system that will enable the Contractor's managers/supervisors to track the assigned guard's movement by computer and identify the location and time of the guard's presence throughout their shift at the designated site. This system must confirm physical check-ins by security guards and must be installed and supported by the Contractor. The Contractor must generate and submit a monthly report to the Project Manager.

11. Security personnel should be familiar and trained on how to deal with people experiencing homelessness, as well as people with mental health issues. Security personnel should be familiar and able to make assessments/referrals for outreach services for these individuals.

12. The Contractor shall provide the City with assurance that a continuity of personnel shall be maintained.

13. Each assigned guard must have a California Security Guard Certification Card issued by the California Department of Consumer Affairs.

14. Each assigned guard must have the ability to work with the general public.

15. Each assigned guard must participate in Instructional meetings when such meeting are called by the City, Fire Department or Police Department.

16. The Contractor's uniform must be approved by the Project Manager.

17. The Contractor must comply with the City of Richmond Business Opportunity Ordinance (Chapter 2.50), Local Employment Ordinance (Chapter 2.56) and Living Wage Ordinance (Chapter 2.60).

DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT 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, Contractor shall be compensated as provided below.

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

5. The City will pay invoice(s) within 45 days 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 provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

Lizeht Zepeda Universal Protection Service, LP Port Operations Lizeht Zepeda DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond
Richmond, CA 94804-0046

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

Universal Protection Service, LP
Universal Protection Service, LP
Lizeht Zepeda 1322 Canal Blvd Kelly Murcray 1855 Gateway Boulevard Concord, CA 94520 DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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

EXHIBIT D

GENERAL CONDITIONS

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

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

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

4. Patents, Trademarks, 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, DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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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.

DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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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:

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DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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

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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.

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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.

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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.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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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.

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.

DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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

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.

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

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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.

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.

DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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For the Contract between the City of
Richmond and

EXHIBIT E

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

Amend Exhibit D General Conditions - Indemnification #15 (b) to read as follows:

If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.S(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 to the extent directly caused by the willful misconduct, negligent acts, errors or omissions or activities giving rise to strict liability by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor In the performance of this Contract. Anything to the contrary notwithstanding, under no circumstances will either party be liable to the other party, or any other person or entity, for consequential, incidental, indirect or punitive damages, or for lost profits.

Amend Exhibit D General Conditions - Indemnification #15 (c) to read as follows:

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 Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals.

Universal Protection Service, LP
DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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For the Contract between the City of
Richmond and

EXHIBIT F

Universal Protection Service, LP
DocuSign Envelope ID: 42733384-7058-4481-9B91-CE47B04AA652

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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:

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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Prepared For:

Date Submitted
11/21/2022 56
SITE LOCATION:

Contact: Anthony Morrell Client Manager
Cell Phone: 925.230.7117 : Office: 510.839.4041 : Fax: 925.332.7271 Hours Per Week Personnel Pay Rate Bill Rate OT/Holiday
Bill Rate
Base Weekly
Cost Holiday Differential Holiday Cost** Base Monthly Cost Base Annual Cost 40 Security Professional $ 17.50 $ 33.16 $ 49.73 $ 1,326.22 $ 24.87 $ 1,790.40 $ 5,762.43 $ 69,149.11 16 Security Professional $ 17.50 $ 33.16 $ 49.73 $ 530.49 $ 24.87 $ 1,790.40 $ 2,304.97 $ 27,659.64 Base Weekly Cost $ 1,856.71
Base Monthly Cost $ 8,067.40
Est. Medical Monthly Cost $ 770.56
Est. Monthly Vacation Cost $ 331.56
Est. Monthly Sick Pay Cost $ 110.52
Site phone - Billed As Incurred $ 150.00
Est. Mothly Vehicle Cost - Billed As Incurred $ 1,097.25 MONTHLY ESTIMATED COST $ 8,469.73
Base Annual Cost $ 96,808.76
Est. Annual Holiday Cost $ 3,580.79
ANNUAL EST COST INCLUDED BILL AS INCURRED & HOLIDAYS $ 101,636.80 * 2023 Rates Increase
Pay Increase $1.00 per hour As Mandated Under the Newly Ratified Union Collective Bargaining Agreement Effective January 01, 2023 Included in Rate Items:

Sick: Up to five sick days per SP per year as stipulated in CBA (Estmated Average 40 hours used per employee per year for budget) Vacation: The following is the schedule of maximum vacations as prescribed under the Union CBA and employees' anniversary dates; 1 year continuous services - 5 days (40 hours), 3 years continuous services - 10 days (80 hours), 6 years continuous services - 15 days (120 hours), 15 years continuous services - 20 days (160 hours)
Medical: Depending on employee electives as stipulated in CBA, Estimated Cost: Single ($770.56), Emp. Plus 1 ($1,416.12), Family ($2,086.68) Billed as Incurred Items:

Holidays: Nine (9) Union-recognized paid holidays (New Year's Day, MLK Day, President's Day, Labor Day,Juneteenth, Independence Day, Memorial Day, Thanksgiving, and Christmas Day as required under the Collective Bargaining Agreement. All time worked on these days are billed at Time and A Half Rate.

Security Professional that are scheduled to work, but do not due to modified holiday schedules will be paid and bill at straight time.

Site Phone
$150.00
Vehicle
$ 1,097.25
SPECIAL COVERAGE REQUEST: All Requests for additional coverage (not listed above) shall be billed at a rate of time and one half or a minimum of $48 per hour Client Name:/Signature: __________________________________________________________________________ Date: _______________ NOTE: Paid-parental-leave-ordinance will be billed as incurred should an employee use the benefit. 56 City of Richmond Port Total Weekly
Hours 1322 Canal St
Richmond, CA 94804
Craig Murray
Development Project Manager II
Richmond, Ca 94804
2023 Security Budget
Job # 147019
2023 Proposed Pay-Bill Rates*
1322 Canal St
Exhibit A - 2023 & 2024 Budget Proposal

Page 683 of 2052 ends

Prepared For:

Date Submitted
11/28/2022 56
SITE LOCATION:

Contact: Anthony Morrell Client Manager
Cell Phone: 925.230.7117 : Office: 510.839.4041 : Fax: 925.332.7271 Hours Per Week Personnel Pay Rate Bill Rate OT/Holiday
Bill Rate
Base Weekly
Cost Holiday Differential Holiday Cost** Base Monthly Cost Base Annual Cost 40 Security Professional $ 18.50 $ 35.36 $ 53.05 $ 1,414.58 $ 26.52 $ 1,909.69 $ 6,146.37 $ 73,756.41 16 Security Professional $ 18.50 $ 35.36 $ 53.05 $ 565.83 $ 26.52 $ 1,909.69 $ 2,458.55 $ 29,502.56 Base Weekly Cost $ 1,980.42
Base Monthly Cost $ 8,604.91
Est. Medical Monthly Cost $ 770.56
Est. Monthly Vacation Cost $ 353.65
Est. Monthly Sick Pay Cost $ 117.88
Site phone - Billed As Incurred $ 150.00
Est. Mothly Vehicle Cost - Billed As Incurred $ 1,097.25 MONTHLY ESTIMATED COST $ 9,027.13
Base Annual Cost $ 103,258.97
Est. Annual Holiday Cost $ 3,819.38
ANNUAL EST COST INCLUDED BILL AS INCURRED & HOLIDAYS $ 108,325.60 * 2024 Rates Increase
Pay Increase $1.00 per hour As Mandated Under the Newly Ratified Union Collective Bargaining Agreement Effective January 01, 2024 Included in Rate Items:

Security Professional that are scheduled to work, but do not due to modified holiday schedules will be paid and bill at straight time.

Site Phone
$150.00
Vehicle
$ 1,097.25
SPECIAL COVERAGE REQUEST: All Requests for additional coverage (not listed above) shall be billed at a rate of time and one half or a minimum of $48 per hour Client Name:/Signature: __________________________________________________________________________ Date: _______________ NOTE: Paid-parental-leave-ordinance will be billed as incurred should an employee use the benefit. 56 City of Richmond Port Total Weekly
Hours 1322 Canal St
Richmond, CA 94804
Craig Murray
Development Project Manager II
Richmond, Ca 94804
2024 Security Budget
Job # 147019
2023 Proposed Pay-Bill Rates*
1322 Canal St

Page 684 of 2052 ends

Prepared For:

Date Submitted
11/21/2022 56
SITE LOCATION:

Security Professional that are scheduled to work, but do not due to modified holiday schedules will be paid and bill at straight time.

Page 685 of 2052 ends

Prepared For:

Date Submitted
11/28/2022 56
SITE LOCATION:

Contact: Anthony Morrell Client Manager
Cell Phone: 925.230.7117 : Office: 510.839.4041 : Fax: 925.332.7271 Hours Per Week Personnel Pay Rate Bill Rate OT/Holiday
Bill Rate
Base Weekly
Cost Holiday Differential Holiday Cost** Base Monthly Cost Base Annual Cost 40 Security Professional $ 18.50 $ 35.36 $ 53.05 $ 1,414.58 $ 26.52 $ 1,909.69 $ 6,146.37 $ 73,756.41 16 Security Professional $ 18.50 $ 35.36 $ 53.05 $ 565.83 $ 26.52 $ 1,909.69 $ 2,458.55 $ 29,502.56 Base Weekly Cost $ 1,980.42
Base Monthly Cost $ 8,604.91
Est. Medical Monthly Cost $ 770.56
Est. Monthly Vacation Cost $ 353.65
Est. Monthly Sick Pay Cost $ 117.88
Site phone - Billed As Incurred $ 150.00
Est. Mothly Vehicle Cost - Billed As Incurred $ 1,097.25 MONTHLY ESTIMATED COST $ 9,027.13
Base Annual Cost $ 103,258.97
Est. Annual Holiday Cost $ 3,819.38
ANNUAL EST COST INCLUDED BILL AS INCURRED & HOLIDAYS $ 108,325.60 * 2024 Rates Increase
Pay Increase $1.00 per hour As Mandated Under the Newly Ratified Union Collective Bargaining Agreement Effective January 01, 2024 Included in Rate Items:

Security Professional that are scheduled to work, but do not due to modified holiday schedules will be paid and bill at straight time.

Site Phone
$150.00
Vehicle
$ 1,097.25
SPECIAL COVERAGE REQUEST: All Requests for additional coverage (not listed above) shall be billed at a rate of time and one half or a minimum of $48 per hour Client Name:/Signature: __________________________________________________________________________ Date: _______________ NOTE: Paid-parental-leave-ordinance will be billed as incurred should an employee use the benefit. 56 City of Richmond Port Total Weekly
Hours 1322 Canal St
Richmond, CA 94804
Craig Murray
Development Project Manager II
Richmond, Ca 94804
2024 Security Budget
Job # 147019
2023 Proposed Pay-Bill Rates*
1322 Canal St

Page 686 of 2052 ends

Page 1 of 3 ends

December 20, 2022
Economic Development
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Gabino Arredondo, Project Manger
Craig Murray, Development Project Manager II
Subject: Proposed Men and Women of Valor Lease
FINANCIAL IMPACT: Per the lease terms, Men and Women of Valor will pay the City $1 per month, for a three-year period beginning December 1, 2022, through November 30, 2025, with
options to extend for two additional one-year periods
(362801-01917090).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Men and Women of Valor requested that the City of
Richmond consider approval of a lease agreement for the continued use of office space at 1350 Kelsey Street,
Richmond, CA.

RECOMMENDED ACTION: APPROVE a lease with Men and Women of Valor (MWV) for the continued use of 1350 Kelsey Street, at a rate of $1 per month, for a three-year term from December 1,
2022, through November 30, 2025, with two additional
one-year term options to extend the lease – City
Manager’s Office (Craig Murray 510-621-1612).

AGENDA
REPORT

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Page 2 of 3 ends

December 20, 2022
DISCUSSION:

Men and Women of Valor (MWV) requested that the City of Richmond consider approval of a lease agreement for the continued use of 1350 Kelsey Street located in North Richmond. The lease agreement is for $1 per month for a three-year term from December 1, 2022, through November 30, 2025, with options to extend the lease term for two (2) additional one (1) year periods.

MWV is a 501(c)(3) community-based charitable organization, and its primary mission is a commitment to empowering a clean, healthy, and safe environment. MWV maintains and promotes clean and sober living and provides referrals to re-entry programs, apprenticeship classes, and jobs including placement, and participation in youth education and outreach events, domestic violence classes, life skills classes, and transitional housing. The organization also empowers the community, rebuilding the community and family relationships, faith restoration and rebuilding, including fighting against crime and drugs, and supporting and providing youth education and outreach programs. MWV partners include Goodwill Industries, Department of Rehabilitation, Allied Vocation Training Center (Welding School), PACT (Parole and Community Team), and the Joyful Recovery Ministry of St. John Missionary Baptist Church.

MWV provides housing, employment, food and supply distribution and behavioral services through its community partners at the former North Richmond Childcare Center at 1350 Kelsey Street. This site also provides office and recording space for the North and Greater Richmond Blues Foundation. MWV has occupied 1350 Kelsey Street since March 1, 2013. In 2013, MWV worked with the City Manager’s Office to occupy this space shortly after the YMCA of the East Bay determined that it could no longer continue to provide services at this North Richmond Childcare Center and vacated the site. Occupancy of the site was deemed necessary by the City Manager in 2013 following a series of attacks on vacant community centers in Richmond including the Martin Luther King, Jr. Center that was eventually demolished due to flooding and risk issues brought on by copper miners. The North Richmond Childcare Center at 1350 Kelsey Street also experienced initial vandalism such as graffiti and copper mining after the site became vacant.

MWV, through efforts at this location, has re-engaged the community by offering critical services as noted above and food distribution. The City’s Fire Marshal, Electrical Shop, Building, Code, and City Manager’s Office staff conducted a joint building inspection on April 12, 2021. City staff worked with MWV to correct items identified in the inspections.

As the City is moving forward to account and centralize all City leases, City staff has been unable to find an executed lease with Men and Women of Valor for the location at 1350 Kelsey Street. City Manager’s Office staff met with MWV Executive Officer on December 7, 2022, to inspect the site and to determine the particular uses in each of its spaces. As a result, the proposed lease agreement (Attachment 1) was drafted and will

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Page 3 of 3 ends

December 20, 2022
bring the occupancy of the 1350 Kelsey Street building into good standing upon execution.

DOCUMENTS ATTACHED:

Attachment 1 – Lease Agreement

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•LEASE•

BASIC LEASE INFORMATION
Date of Lease: December 1, 2022
Landlord: City of Richmond, a municipal corporation and charter city Landlord's Address: 450 Civic Center Plaza
Richmond, CA 94804
Attn: City Manager
Tenant: Men and Women of Valor., a California non-profit corporation Tenant's Address: 1350 Kelsey Street
Richmond, CA 94904
Attention: Executive Director
Premises: That certain office and appurtenance spaces as shown on Exhibit A, located at 1350 Kelsey Street, Richmond, California
Commencement
Date:

December 1, 2022
Rent
Commencement
Date:

December 1, 2022
Expiration Date: November 30, 2025
Base Rent: $ 1.00 per month
Permitted Use: Office Space

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Lease Agreement 2
THIS LEASE is entered into as of March 1, 2022, between Landlord and Tenant.

Article 1.

Premises

1.01. Lease. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises (including any rights and appurtenances in connection therewith that are necessary for the Permitted Use) upon all of the terms, covenants and conditions set forth in this Lease. The Premises is more particularly shown with hatch marks on Exhibit A.

1.02. Acceptance of Premises. Tenant accepts the Premises in its AS IS condition existing as of the Commencement Date, subject to all matters of record and applicable laws, ordinances, rules and regulations. Tenant acknowledges that neither Landlord nor any of Landlord's agents has agreed to undertake any alterations or additions or to perform any maintenance or repair of the Premises whatsoever, except as expressly set forth herein. Tenant shall obtain all necessary permits to use the Premises for the Permitted Use.

1.03 Condition Precedent. Prior to Tenant’s use of the Premises for the Permitted Use, Tenant shall perform any and all alterations, additions and improvements in or to the Premises required by the City of Richmond and/or any other governmental authorities to make the Premises compliant in all respect with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) related to the use, condition or occupancy of the Premises now in effect or that may hereafter come into effect including, but not limited to the Americans with Disabilities Act, 42 U.S.C. §§ 1201 et seq. (the “Improvements”). Consent to such Improvements is conditioned upon: (i) Tenant's acquiring all applicable permits required by governmental authorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant’s compliance with the conditions of all applicable permits and approvals in a prompt and expeditious manner. The Improvements shall be constructed diligently, in a good and workmanlike manner with new, good and sufficient materials. Once the Improvements have been completed, Tenant shall notify Landlord promptly indicating that the condition precedent set forth in this Section 1.03 has been satisfied.

1.04 Reserved Easements. Landlord reserves to itself and the right to grant to others in the future nonexclusive utility easements (including easements for construction, maintenance, repair, replacement and reconstruction of such utility easements) over, under, through, across or on the Premises, provided Landlord shall use reasonable efforts to provide that such work occurring, and any easement is located such that it will not unreasonably interfere with Tenant’s use and enjoyment of the Premises. Tenant shall not be obligated to maintain or repair any such easement facilities unless the need for repair is caused by Tenant’s negligence or other wrongful conduct.

Article 2.

Term, Use and Rent

2.01. Term.
(a) The Term shall commence upon the Commencement Date and shall continue in full force for the Term. Tenant's obligation to pay Rent shall commence on the Rent Commencement Date and its other obligations under this Lease shall commence upon the Commencement Date. The Term shall terminate upon the Expiration Date, unless sooner terminated or extended pursuant to the terms of this Lease.
(b) Tenant shall have the right to extend the Term of this Lease for two (_2_) additional (_1_) (_one__) year periods commencing when the prior term expires upon prior written notice (“Tenant’s Election Notice”) to Landlord given not later than thirty (30) business days prior to the expiration of the Term; provided, however, Landlord shall not be obligated to extend this Lease if Landlord has provided written notice of its election to use and occupy the Premises to Tenant’s exclusion (“City’s Use Notice”),

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Lease Agreement 3
which notice shall be given at least thirty (30) days prior to the expiration of Term. Alternatively, the City in its sole discretion may limit Tenant’s right to extend this Lease on a month-to-month basis, which determination shall be stated in the City’s Use Notice. Should Landlord so limit Tenant’s right to extend this Lease, Tenant shall be obligated to provide Landlord with Tenant’s Election Notice not later than five (5) business days prior to the expiration of the then current lease term. During each extended term, the provisions of this Lease, as it may be amended in writing prior to the date of the commencement of such extended term, shall continue in effect except that Tenant shall occupy the Premises in its then AS IS condition and shall pay Base Rent as provided in Section 2.01(c). Notwithstanding the foregoing, Tenant shall not be permitted to extend the term of this Lease beyond December 1, 2027. (c) Base Rent for the extension option period shall be calculated as follows: during the extension option period, effective as of the first day of the extension option, the Base Rent shall be increased (the “CPI Increase”) to equal the sum of (i) the Base Rent for the Lease Year immediately preceding the extension option, plus (ii) the product obtained by multiplying such amount by the percentage increase in the Consumer Price Index measured from the measuring month which is two months preceding the commencement of such extension option to the measuring month fourteen months preceding the commencement of the extension option in question; provided, however, that in no event shall the annual CPI Increase be less than four percent (4%) nor more than six percent (6%) of Base Rent for the immediately preceding Lease Year. As used herein, the term “Consumer Price Index” (“Consumer Price Index”) shall mean the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumers, All Items, San Francisco-Oakland-San Jose, California (1982-84 equals 100), or the successor of such index. Tenant shall continue paying the current Base Rent until the increased Base Rent has been calculated. Upon such calculation, Landlord shall give notice to Tenant of the amount of the new Base Rent which shall be due and payable effective as of the commencement of the extension option and Tenant shall, upon the giving of such notice, pay Landlord any shortage in Base Rent accruing between the commencement of the extension option and the date of the notice.
(d) Upon the occurrence of the Expiration Date or any earlier termination of this Lease, Landlord and Tenant shall each be released and discharged from any claims or liabilities thereafter arising; provided, however, that nothing herein shall be deemed to release or discharge either party from those obligations that expressly survive the termination of this Lease, including those claims made by a third party for which Landlord has a claim of defense and indemnity against Tenant.

2.02. Permitted Use.
(a) Tenant shall use the Premises solely for the Permitted Use and for no other use or purpose, except as permitted by Landlord pursuant to Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion.
(b) The Premises shall be operated and maintained in an efficient, business-like and firstclass manner. (c) Tenant shall be permitted to use any fixtures, equipment and signs currently at the Premises that are the property of Landlord; provided that it shall be Tenant's responsibility to maintain and repair such fixtures, equipment and signs.

2.03. Personnel. Tenant shall furnish and supervise sufficient personnel to properly and efficiently operate and maintain the Premises in accordance with the terms of this Lease. Such personnel shall either be employees, volunteers or contractors of Tenant or employees of Operator. All such personnel shall be courteous to customers of the Premises. Further, Tenant shall promptly attend to the reasonable complaints and/or comments of Landlord and the customers of the Premises. As used herein, “Operator” shall mean any third-party engaged by Tenant to operate the Premises.

2.04. Base Rent. Commencing on the Rent Commencement Date and throughout the remainder of the Term of this Lease, Tenant shall pay the Base Rent to Landlord in accordance with the

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Lease Agreement 4
schedule set forth on the Basic Lease Information and in the manner described below. Base Rent shall be payable in monthly installments on or before the first day of each calendar month during the Term commencing on the Rent Commencement Date, in advance without demand and without any reduction, abatement, counterclaim or setoff, in lawful money of the United States, at Landlord's address specified on the Basic Lease Information sheet or at such other address as may be designated by Landlord in the manner provided for giving notice under Section 7.11 hereof.

2.05. Payment of Certain Expenses by Tenant. Tenant shall pay, prior to delinquency, all expenses and costs of every kind and nature that are necessary or prudent in connection with the management, maintenance, repair, preservation and operation of the Premises including, but not limited to, the following: (1) wages, salaries and related expenses, payroll taxes, insurance and other benefits of all on-site and off-site employees and personnel engaged in the operation, maintenance, repair and security for the Premises; (2) all supplies, materials, equipment and equipment rental used in the operation, maintenance, repair and security for the Premises; (3) all fees and charges due to any Operator hired by Tenant to operate the Premises; (4) utilities, including water and power for the Premises; (5) all maintenance, janitorial and service agreements for the Premises and the equipment thereon, including, without limitation, any alarm and/or security service; (6) all operating permits and licenses and all personal property taxes, possessory interest taxes, parking, sales or use taxes, assessments or fees, business or license taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, or charges of any kind that are assessed, levied, charged, confirmed or imposed by any public authority upon the operation of the Premises (or any portion or component thereof) or this Lease; (7) all insurance required under Article 6 below; (8) all data processing, accounting and legal fees for the operation of the Premises; and (9) telephone and infrastructure technology charges. Should Landlord separately invoice Tenant for any of the above expenses, Tenant shall pay such expenses as additional rent within ten (10) days of receipt of such invoices.

Notwithstanding the foregoing, Tenant shall not be required to pay as additional rent those costs to Landlord set forth in (1), (2), (4), (5) and (9) above.

Landlord shall be entitled to install, at Tenant's expense, utility meters in the Premises to facilitate the separate billing of Tenant for the expenses hereinabove described. Utility costs and expenses for any partial month shall be prorated based upon a thirty (30)-day month.

2.06. Payment of Certain Taxes by Tenant. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises, which taxes shall be paid when due and before any delinquency. If any such taxes are levied against Landlord or Landlord’s property and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.

2.07. Relocation. Landlord may elect to elect to relocate Tenant to a new office and cubicle location within the Premises at any time. Landlord shall notify Tenant of its intention to relocate Tenant at least thirty (3) days before the date of such relocation. Should Tenant choose not to relocate, this Lease shall terminate upon expiration of such thirty (3)-day period. The relocation shall be at Tenant’s sole cost and expense. Tenant does hereby voluntarily and knowingly release and forever discharge Landlord from any and all claims or demands for relocation assistance benefits which may arise by reason of Article 9 of Chapter 4 of Division 24 of the Health and Safety Code of the State of California, or by reason of the federal act entitled “Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970” (Public Law 91-646), as amended, or by reason of any law or regulation of the United States of America, the State of California, or other authority, except in the event of direct condemnation of Tenant’s property interest by the City of Richmond.

Article 3.

Landlord's Covenants

3.01. Basic Services. Landlord does not provide any utility or water service to the Premises.

Landlord shall not be liable for damages to either person or property, nor shall Landlord be deemed to

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Lease Agreement 5
have evicted Tenant, nor shall there be any abatement of Rent, nor shall Tenant be relieved from performance of any covenant on its part to be performed under this Lease by reason of any (i) deficiency in the provision of electricity, gas or water; (ii) breakdown of equipment or machinery utilized in supplying services; or (iii) curtailment or cessation of services due to causes or circumstances beyond the reasonable control of Landlord or by the making of necessary repairs or improvements, unless such deficiency, breakdown, curtailment or cessation is due to the sole active negligence or willful misconduct of Landlord.

3.02. Graphics and Signage. All new signs, notices, advertisements and graphics of every kind or character, displayed in the Premises or visible from the exterior of the Premises shall be subject to Landlord's prior written approval, at Landlord’s sole discretion, and shall be constructed and installed at Tenant's sole expense, subject to all applicable laws.

3.03. Repair Obligation. Except as specifically set forth in this Lease, Landlord shall have no obligation whatsoever to maintain or repair the Premises. Landlord shall have the right, but not the obligation, to undertake work or repair that Tenant is required to perform under this Lease and that Tenant fails or refuses to perform in a timely and efficient manner. Tenant shall reimburse Landlord upon demand, as additional rent, for all costs reasonably incurred by Landlord in performing any such work or repair for the account of Tenant. The parties intend that the terms of this Lease govern their respective maintenance and repair obligations. Tenant expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease with respect to such obligations or affords Tenant the right to make repairs at the expense of Landlord or to terminate this Lease by reason of the condition of the Premises or any needed repairs.

3.04. Real Property Taxes and Debt Service. Subject to Section 2.06 above, Landlord shall pay any and all real property taxes, assessments and fees, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind that are assessed, levied, charged, confirmed or imposed by any public authority upon the Premises (or any portion or component thereof) or upon the Rent due hereunder. Landlord shall pay all debt service, ground lease rental, or similar payments due with respect to the Premises, if any.

3.05. Peaceful Enjoyment. Landlord covenants with Tenant that upon Tenant paying the Rent and all other charges required under this Lease and performing all of Tenant's covenants and agreements herein contained, Tenant shall peacefully have, hold and enjoy the Premises subject to all of the terms of this Lease. This covenant and the other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective ownerships of Landlord's interest hereunder.

Article 4.

Tenant's Covenants

4.01. Payments by Tenant. Tenant shall pay Base Rent at the times and in the manner provided in this Lease. All obligations of Tenant hereunder to make payments to Landlord shall constitute rent and failure to pay the same when due shall give rise to the rights and remedies provided for in Section 6.07(b). If there is more than one Tenant, the obligations imposed under this Lease upon Tenant shall be joint and several.

4.02. Repairs by Tenant. Tenant shall be obligated to maintain and repair the Premises, to keep the same at all times in good order, condition and repair, and, upon expiration of the Term, to surrender the same to Landlord in the same condition as on the Commencement Date, reasonable wear and tear and taking by condemnation excepted. Tenant's obligations shall include, without limitation, the obligation to repair all damage caused by Tenant, its agents, employees, contractors, invitees and others using the Premises with Tenant's express or implied permission. Tenant shall further be responsible for regular cleaning of the Premises and its driveways and entrance/exit areas. Tenant shall give Landlord prompt notice of any damage to or defective condition in any part of the Premises.

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Lease Agreement 6

4.03. Waste. Tenant shall not commit or allow any waste or damage to be committed in any portion of the Premises. Tenant shall keep the Premises free of trash and refuse at all times.

4.04. Assignment or Sublease. Tenant shall not voluntarily or by operation of law assign, transfer or encumber (collectively, "Assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises. Notwithstanding the foregoing, Tenant shall be permitted from time to time during the Term to engage an Operator to operate the Premises on Tenant’s behalf. Tenant’s selection of an Operator shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed.

4.05. Alterations, Additions and Improvements.
(a) Other than the Improvements, Tenant shall not make or allow to be made any alterations or additions in or to the Premises without first obtaining the written consent of Landlord. Landlord's consent will not be unreasonably withheld or delayed with respect to proposed alterations and additions that: (i) comply with all applicable laws, ordinances, rules and regulations; (ii) will not interfere with the Landlord’s future use of the Premises; and (iii) will not trigger any additional costs to Landlord (other than those for which Tenant is obligated to reimburse Landlord pursuant to the terms of this Lease). (b) Any consent given by Landlord under this Section 4.05 shall be deemed conditioned upon: (i) Tenant's acquiring all applicable permits required by governmental authorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant’s compliance with the conditions of all applicable permits and approvals in a prompt and expeditious manner. (c) Tenant shall provide Landlord with not less than ten (10) days prior written notice of commencement of the work so as to enable Landlord to post and record appropriate notices of nonresponsibility. All alterations and additions permitted hereunder shall be made and performed by Tenant without cost or expense to Landlord. Tenant shall pay the contractors and suppliers all amounts due to them when due and keep the Premises free from any and all mechanics', materialmen's and other liens and claims arising out of any work performed, materials furnished, or obligations incurred by or for Tenant.
(d) Any and all alterations, additions or improvements made to the Premises by Tenant shall become the property of Landlord upon installation and shall be surrendered to Landlord without compensation to Tenant upon the termination of this Lease by lapse of time or otherwise unless Landlord conditioned its approval of such alterations, additions or improvements on Tenant's agreement to remove them, in which case Tenant shall, by the Expiration Date, remove such alterations, additions and improvements, repair any damage resulting from such removal and restore the Premises to their condition existing prior to the date of installation of such alterations, additions and improvements. Notwithstanding anything to the contrary set forth above, this clause shall not apply to movable equipment, personal property or furniture owned by Tenant. Tenant shall repair at its sole cost and expense all damage caused to the Premises by removal of Tenant's movable equipment, personal property or furniture and such other alterations, additions and improvements as Tenant shall be required or allowed by Landlord to remove from the Premises. Nothing herein shall be construed to require Tenant to remove any structures that are located in the Premises as of the Commencement Date. (e) All alterations, additions and improvements permitted under this Section 4.05 shall be constructed diligently, in a good and workmanlike manner with new, good and sufficient materials and in compliance with all applicable laws, ordinances, rules and regulations including, without limitation, building codes and those related to accessibility and use by individuals with disabilities.

4.06. Compliance With Laws and Insurance Standards. Tenant shall not occupy or use or permit any portion of the Premises to be occupied or used in a manner that violates any applicable law, ordinance, rule, regulation, order, permit, covenant, easement or restriction of record, or for any business or purpose that is productive of fire hazard. Tenant shall not do or permit anything to be done that would result in the cancellation, or in any way increase the cost, of the all risk property insurance coverage on

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the Premises and/or its contents. If Tenant does or permits anything to be done that increases the cost of any insurance covering or affecting the Premises paid for by Landlord, then Tenant shall reimburse Landlord, upon demand, as additional rent, for such additional costs. Landlord shall deliver to Tenant a written statement setting forth the amount of any such insurance cost increase and showing in reasonable detail the manner in which it has been computed. Tenant shall, at Tenant's sole cost and expense, comply with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) related to the use, condition or occupancy of the Premises now in effect or that may hereafter come into effect including, but not limited to, (a) accessibility and use by individuals with disabilities, (b) environmental conditions in, on or about the Premises, and c) Chapters 2.28 (Nondiscrimination Clauses in City Contracts Ordinance), 2.50 (Business Opportunity Ordinance) 2.56 (Local Employment Program Ordinance), 2.60 (Living Wage Ordinance) and

2.65 (Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on All Employment Applications)of the Richmond Municipal Code, if applicable. If anything done by Tenant in its use or occupancy of the Premises shall create, require or cause imposition of any requirement by any public authority for structural or other upgrading of or alteration or improvement to the Premises, Tenant shall, at Landlord's option, either perform the upgrade, alteration or improvement at Tenant's sole cost and expense or reimburse Landlord upon demand, as additional rent, for the reasonable cost to Landlord of performing such work. The judgment of any court of competent jurisdiction or the admission by Tenant in any action against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any law, ordinance, rule, regulation, order, permit, covenant, easement or restriction shall be conclusive of that fact as between Landlord and Tenant.

4.07. No Nuisance. Tenant shall use and occupy the Premises, and control its agents, employees, contractors, invitees and visitors, in such manner so as not to create any nuisance.

4.08. Compliance With Use Permits. Tenant shall use and occupy the Premises, and control its agents, employees, contractors, invitees and visitors, in such manner so as to comply at all times with all applicable laws, ordinances, rules and regulations, and use permits, including any conditional use permits and design review permits governing Tenant’s use of the Premises. This Section 4.08 and Section 4.06 are deemed complementary and should be interpreted together.

4.09. Entry by Landlord. Landlord, its employees, agents and consultants, shall have the right to enter the Premises at any time to inspect the same, to perform such work as may be permitted or required under this Lease, to make repairs to or alterations of the Premises, to deal with emergencies, to post such notices as may be permitted or required by law to prevent the perfection of liens against Landlord's interest in the Premises or to show the Premises to prospective tenants, purchasers, encumbrancers or others; provided, however, that Landlord shall use commercially reasonable efforts to minimize interference with Tenant's use of the Premises. Tenant shall not be entitled to any abatement of rent or damages by reason of the exercise of any such right of entry which is in compliance with this Section 4.08.

4.10. Estoppel Certificate. Within ten (10) business days following Landlord's request, Tenant shall execute, acknowledge and deliver written estoppel certificates addressed to (i) any mortgagee or prospective mortgagee of Landlord, or (ii) any purchaser or prospective purchaser of all or any portion of, or interest in, the Premises, on a form reasonably specified by Landlord, certifying as to such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee(s) or purchaser(s) may reasonably require, including, without limitation, the following: (a) that this Lease is unmodified and in full force and effect (or in full force and effect as modified, and stating the modifications); (b) the amount of and date to which Rent and other charges have been paid in advance; and (c) acknowledging that Landlord is not in default under this Lease (or, if Landlord is claimed to be in default, stating the nature of the alleged default). However, in no event shall any such estoppel certificate require an amendment of the provisions of this Lease or otherwise affect or abridge Tenant's rights or increase Tenant’s obligations hereunder. Any such estoppel certificate may be relied upon by any such mortgagee or purchaser. Failure by Tenant to execute and deliver any such estoppel certificate within the time requested shall, at Landlord's election, constitute a default hereunder.

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4.11. Surrender. Subject to the provisions of Section 4.05 hereof, on the Expiration Date (or earlier termination of this Lease), Tenant shall quit and surrender possession of the Premises to Landlord in as good order and condition as they were in on the Commencement Date, reasonable wear and tear, taking by condemnation and repairs that are Landlord's responsibility under this Lease excepted.

Reasonable wear and tear shall not include any damage or deterioration that would have been prevented by good maintenance practice or by Tenant performing all of its obligations under this Lease. Tenant shall, without cost to Landlord, remove all furniture, equipment, trade fixtures, debris and articles of personal property owned by Tenant in the Premises, and shall repair any damage to the Premises resulting from such removal. Any such property not removed by Tenant by the Expiration Date (or earlier termination of this Lease) shall be considered abandoned, and Landlord may remove any or all of such items and dispose of same in any lawful manner or store same in a public warehouse or elsewhere for the account and at the expense and risk of Tenant. If Tenant shall fail to pay the cost of storing any such property after storage for thirty (30) days or more, Landlord may sell any or all of such property at public or private sale, in such manner and at such times and places as Landlord may deem proper, without notice to or demand upon Tenant. Landlord shall apply the proceeds of any such sale as follows: first, to the costs of such sale; second, to the costs of storing any such property; third, to the payment of any other sums of money that may then or thereafter be due to Landlord from Tenant under any of the terms of this Lease; and fourth, the balance, if any, to Tenant.

4.12. Tenant's Remedies. Landlord shall not be deemed in breach of this Lease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord.

For purposes of this Section 4.11, a reasonable time shall in no event be less than thirty (30) days after receipt by Landlord of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30)-day period and thereafter diligently pursued to completion. Tenant shall not have the right to terminate this Lease or withhold, reduce or offset any amount against any payments of Rent due and payable under this Lease by reason of a breach of this Lease by Landlord.

Article 5.

Environmental Matters

5.01. Hazardous Materials Prohibited.
(a) Tenant shall not cause or permit any Hazardous Material (as defined in Section 5.01(b) below) to be brought, kept, used, generated, released or disposed in, on, under or about the Premises by Tenant, its agents, employees, contractors or invitees; provided, however, that Tenant may use, store and dispose of, in accordance with applicable Laws, limited quantities of standard office and janitorial supplies, but only to the extent reasonably necessary for Tenant's operations in the Premises and provided that Tenant remains liable for the release or disposal of any such materials and supplies at or on the Premises that occurs during the Term hereof. Tenant hereby indemnifies Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and hereby agrees to defend and hold Landlord harmless from and against any and all claims, liability, losses, damages, costs and/or expenses (including, without limitation, diminution in value of the Premises, or any portion thereof, and sums paid in settlement of claims, fines, penalties, attorneys' fees, consultants' fees and experts' fees) that arise during or after the Term as a result of such breach. This indemnification of Landlord by Tenant includes, without limitation, death of or injury to person, damage to any property or the environment and costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state or local governmental agency or political subdivision, including the City of Richmond, because of any Hazardous Material present in, on, under or about the Premises (including soil and ground water contamination) that results from such a breach. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the same to the condition existing prior to the

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introduction of such Hazardous Material; provided that Landlord's approval of such actions, and the contractors to be used by Tenant in connection therewith, shall first be obtained. This indemnification of Landlord by Tenant shall survive the expiration or sooner termination of this Lease. Notwithstanding the foregoing, in no event shall Tenant be liable for any Hazardous Materials located on the Premises as of the Commencement Date or any Hazardous Materials placed on the Premises by a party other than Tenant or Tenant’s agents, contractors or employees.
(b) As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material or waste that is or becomes regulated by any local governmental authority, the State of California or the United States government. The term "Hazardous Material" includes, without limitation, any substance, material or waste that is (i) defined as a "hazardous waste" or similar term under the laws of the jurisdiction where the Premises is located; (ii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (iii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource, Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (iv) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (v) hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof; or (vi) asbestos in any form or condition. (c) As used in this Article 5, the term "Laws" means any applicable federal, state or local laws, ordinances, rules or regulations relating to any Hazardous Material affecting the Premises, including, without limitation, the specific laws, ordinances and regulations referred to in Section 5.01(b) above. References to specific Laws shall also be references to any amendments thereto and to any applicable successor Laws.

5.02. Safety Precautions and Storm Water Pollution Control. (a) In connection with Tenant’s use and occupancy of the Premises, Tenant shall take measures to minimize the potential for Hazardous Materials or other pollutants to enter the San Francisco Bay and/or City of Richmond’s storm water drainage system. The targeted pollutants include Hazardous Materials and floatable materials, oxygen demanding substances (e.g., plant debris, street litter and organic substances), bacteria and viruses, sediment, and nutrients (e.g., nitrogen and phosphorous).

These measures shall pertain to the extent related to Tenant’s use and occupancy of the Premises, and shall include, but not be limited to, taking all steps reasonably necessary in:
(1) Preventing fuel spills and leaks and reducing the impact to storm water by not topping off fuel tanks; using secondary containment when transferring fuel from tanker trucks to fuel tanks; using absorbent material on small spills and for general cleaning rather than hosing; carrying out all federal, state, regional and local requirements regarding underground storage tanks or installing above ground tanks; fueling mobile equipment at designated fueling areas; and designing fueling areas to prevent the run-on of storm water and the run-off of spills. “Secondary containment” means a back-up system that prevents the spread of pollutants should any spill, leak or otherwise escape. (2) Preventing the discharge of pollutants to storm water from vehicle, boat and equipment maintenance and repair by containing waste oil under cover with absorbent material under each container; keeping drip pans or container under the areas that might drip pollutants; using a vehicle maintenance area designed to prevent storm water pollution; cleaning storm drain inlets regularly, especially after large storms; not pouring materials down storm drains; dry sweeping instead of hosing down work areas; storing idle equipment under cover, switching to non-toxic chemicals for maintenance when possible; cleaning small spills with rags and larger spills with absorbent materials; and minimizing the use of solvents.
(3) Preventing the discharge of pollutants to storm water from outdoor equipment and operations by reducing the amount of waste created; enclosing or covering all or some of the equipment; and installing secondary containment.

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(4) Preventing the discharge of pollutants to storm water from vehicle and equipment washing and steam cleaning by maintaining designated wash areas, preferably covered, to prevent contact with storm water; and not permitting any wash water to enter the storm drains. (5) Preventing the discharge of pollutants to storm water from outdoor loading/unloading of materials by parking tank trucks or delivery vehicles so that spills or leaks can be contained; covering the loading and unloading docks to reduce exposure of materials to rain; and using drip pans under hoses.
(6) Preventing the discharge of pollutants to storm water from outdoor storage areas by installing appropriate safeguards against accidental release; installing secondary containment where reasonably required; conducting regular inspections.
(7) Protecting materials from rainfall run-on, run-off and wind dispersal by storing materials indoors; complying with specific federal, state, regional and local standards regarding storage of Hazardous Material; enclosing or covering materials; periodically sweeping parking lots or other surfaces near bulk material storage areas to remove debris blown or washed from storage areas; and installing pellet traps at storm water discharge points where plastic pellets are loaded and unloaded. (8) Preventing the discharge of pollutants to storm water from waste handling and disposal by tracking waste generation, storage, and disposal; reducing waste generation and disposal through source reductions, reuse and recycling; preventing run-on and run-off from waste management areas; and covering dumpsters and garbage cans during the rainy season. (9) Preventing the discharge of pollutants to storm water from contaminated or erodible surface areas by leaving as much vegetation on-site as reasonably possible; minimizing soil exposure; stabilizing exposed soils; and preventing storm water run-on and run-off. (10) Preventing the discharge of pollutants to storm water from buildings and grounds maintenance by washing and cleaning up with as little water as reasonably possible; preventing and cleaning up spills immediately; and keeping debris from entering the storm drains. (11) Preventing the discharge of pollutants to storm water from building repair, remodeling, and construction by using appropriate containment and erosion controls; and enclosing or covering building material storage areas.
(12) Preventing the discharge of pollutants to storm water and receiving waters from over water activities by minimizing over water maintenance; limiting over water hull surface maintenance to sanding and minor painting; not spray painting vessels while they are on the water; avoid washing down boats with soap and detergent; using phosphate-free and biodegradable detergent for hull washing; keeping organic and inorganic wastes out of the water; and cleaning up spills and wastes immediately. “Over water activities” refers to activities undertaken by Tenant on the waters of San Francisco Bay or waters flowing into San Francisco Bay.
(13) Preventing the discharge of pollutants to storm water by using ground cloths when painting boats on land; using tarps, plastic sheeting, or other material to contain spray paint and blasting sand; properly disposing of surface paint chips, used blasting sand, residual paints, and other material; and sweeping any drydocks before flooding them.

5.03. Right of Entry. Landlord, its employees, agents and consultants, shall have the right to enter the Premises at any time in order to conduct periodic environmental inspections and tests to determine whether any Hazardous Materials are present. The costs and expenses of such inspections shall be paid by Landlord unless a default or breach of this Lease, violation of Laws or contamination caused or permitted by Tenant is found to exist. In such event, Tenant shall reimburse Landlord upon demand, as additional rent, for the reasonable costs and expenses of such inspections.

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5.04. Notice to Landlord. Tenant shall promptly notify Landlord in writing of: (i) any enforcement, clean-up, removal or other governmental or regulatory action instituted or threatened regarding the Premises pursuant to any Laws; (ii) any claim made or threatened by any person against Tenant or the Premises relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Material; and (iii) any reports made to or received from any governmental agency arising out of or in connection with any Hazardous Material in or removed from the Premises, including any complaints, notices, warnings or asserted violations in connection therewith.

Article 6.

Insurance, Indemnity, Condemnation, Damage and Default

6.01. Landlord's Insurance. At no cost to Tenant, Landlord may secure and maintain policies of insurance for the Premises covering loss of or damage to the Premises, but excluding all alterations, additions and improvements to the Premises made by or on behalf of Tenant, with loss payable to Landlord. Landlord shall not be obligated to obtain insurance for Tenant's trade fixtures, equipment, furnishings, machinery or other property. Such policies shall provide protection against fire and extended coverage perils and such additional perils as Landlord deems suitable, and with such deductible(s) as Landlord shall deem reasonably appropriate.

6.02. Tenant's Insurance Requirements. Tenant, at its own cost and expense, shall provide and maintain insurance coverage as required in Exhibit B, “City of Richmond Insurance Requirements for Lessees”.

6.03. Indemnity and Exoneration.
(a) Except to the extent caused by the sole active negligence or willful misconduct of Landlord, Landlord and Landlord's representatives shall not be liable for any loss, injury or damage to person or property of Tenant, Tenant's agents, employees, contractors, invitees or any other person, whether caused by theft, fire, act of God, acts of the public enemy, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority or that may arise through repair, alteration or maintenance of any part of the Premises or failure to make any such repair or from any other cause whatsoever except as expressly otherwise provided in Sections 6.05 and 6.06. (1) Except to the extent caused by the sole active negligence or willful misconduct of Landlord, its agents, contractors or employees, Tenant shall indemnify, protect, defend and hold the Landlord and its representatives, harmless of and from any and all claims, liability, costs, penalties, fines, damages, injury, judgments, forfeiture, losses (including without limitation diminution in the value of the Premises) or expenses (including without limitation attorneys' fees, consultant fees, testing and investigation fees, expert fees and court costs) arising out of or in any way related to or resulting directly or indirectly from (i) the use or occupancy of the Premises, (ii) the activities of Tenant, its agents, employees, contractors or invitees in or about the Premises, (iii) any failure to comply with any applicable law, and (iv) any default or breach by Tenant in the performance of any obligation of Tenant under this Lease.
(b) Tenant shall indemnify, protect, defend and hold the Landlord and its representatives, harmless of and from any and all claims, liability, costs, penalties, fines, damages, injury, judgments, forfeiture, losses (including without limitation diminution in the value of the Premises) or expenses (including without limitation attorneys' fees, consultant fees, testing and investigation fees, expert fees and court costs) arising out of or in any way related to or resulting directly or indirectly from work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises. (c) The provisions of this Section 6.03 shall survive the expiration or sooner termination of this Lease.

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6.04. Waiver of Subrogation. Tenant agrees that in the event of loss arising out of any of the perils for which it has agreed to provide insurance against, Tenant shall look solely to its insurer for recovery. Tenant hereby grants to Landlord, on behalf of its insurers, a waiver of any right to subrogation which any such insurer of Tenant may acquire against Landlord by virtue of the payment of any loss under such insurance.

6.05. Condemnation. If all or any portion of the Premises are taken under the power of eminent domain or sold under the threat of the exercise of such power (all of which are referred to herein as "condemnation"), this Lease shall cease and terminate as of the date of taking. All proceeds from any condemnation of the Premises shall belong and be paid to Landlord; provided that Tenant shall be entitled to any compensation separately awarded to Tenant for loss of Tenant's trade fixtures, if any.

6.06. Damage or Destruction. In the event of a fire or other casualty in the Premises, this Lease shall terminate effective immediately. The proceeds from any insurance paid by reason of damage to or destruction of the Premises or any part thereof insured by Landlord shall belong to and be paid to Landlord. The proceeds from any insurance paid by reason of damage to or destruction of the Premises or any part thereof insured by Tenant shall belong to and be paid to Tenant. Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith.

6.07. Default by Tenant.
(a) Events Of Default. The occurrence of any of the following shall constitute an event of default on the part of Tenant:
(1) Nonpayment Of Rent. Failure to pay any installment of Rent due and payable hereunder where such failure continues for a period of five (5) business days after written notice thereof to Tenant;
(2) Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease other than those matters specified in Sections 6.07(a)(1), such failure continuing for a period of thirty (30) days after written notice of such failure (or such longer period as is reasonably necessary to remedy such default, provided that Tenant commences the remedy within such thirty (30)- day period and continuously and diligently pursues such remedy until such default is cured); (3) General Assignment. Any general arrangement or assignment by Tenant for the benefit of creditors;
(4) Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition against Tenant, which involuntary petition remains undischarged for a period of ninety (90) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, within such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease;
(5) Receivership. The appointment of a trustee or receiver to take possession of all or substantially all of Tenant's assets or the Premises when possession is not restored to Tenant within ten (10) business days;
(6) Attachment. The attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) business days after the levy thereof;

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(7) Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due; the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation; the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding; or, if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed.
(b) Remedies Upon Default.
(1) Termination. If an event of default occurs, Landlord shall have the right, with or without notice or demand, immediately (after expiration of any applicable notice and grace periods specified herein) to terminate this Lease, and at any time thereafter to recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the same, by any lawful means, and again repossess and enjoy the Premises without prejudice to any of the remedies that Landlord may have under this Lease, or at law or in equity by reason of Tenant's default or of such termination.
(2) Continuation After Default. Even though Tenant has breached this Lease and/or abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant's right to possession under Section 6.07(b)(1) hereof in writing, and Landlord may enforce all of its rights and remedies under this Lease, including (but without limitation) the right to recover Rent as it becomes due, and Landlord, without terminating this Lease, may exercise all of the rights and remedies of a landlord under Section 1951.4 of the Civil Code of the State of California or any amended or successor code section. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon application of Landlord to protect Landlord's interest under this Lease shall not constitute an election to terminate Tenant's right to possession. If Landlord elects to relet the Premises for the account of Tenant, the rent received by Landlord from such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs of such reletting; third, to the payment of Rent due and unpaid hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes due. If that portion of rent received from the reletting that is applied against the Rent due hereunder is less than the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly upon demand by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord, as soon as determined, reasonable costs and expenses incurred by Landlord in connection with such reletting or in making alterations and repairs to the Premises that are not covered by the rent received from the reletting.
(c) Damages Upon Termination. Should Landlord terminate this Lease pursuant to the provisions of Section 6.07(b)(1) hereof, Landlord shall have all the rights and remedies of a landlord provided by Section 1951.2 of the Civil Code of the State of California or any amended or successor code section. Upon such termination, in addition to any other rights and remedies to which Landlord may be entitled under applicable law, Landlord shall be entitled to recover from Tenant: (i) the worth at the time of award of the unpaid rent and other amounts that had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the amount of such rent loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rent loss that Tenant proves could be reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or that, in the ordinary course of things, would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in clauses (i) and (ii) shall be computed with interest at the lesser of eighteen percent (18%) per annum or the maximum rate then allowed by law. The "worth at the time of award" of the amount referred to in clause (iii) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%).

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(d) Late Charge. If any payment required to be made by Tenant under this Lease is not received by Landlord on or before the date the same is due, Tenant shall pay to Landlord an amount equal to five percent (5%) of the delinquency as additional rent. The parties agree that Landlord would incur costs not contemplated by this Lease by virtue of such delinquencies, including without limitation administrative, collection, processing and accounting expenses, the amount of which would be extremely difficult to compute, and the amount stated herein represents a reasonable estimate thereof. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's breach or default with respect to such delinquency or prevent Landlord from exercising any of Landlord's other rights and remedies.
(e) Interest on Past-Due Obligations. Except as expressly otherwise provided in this Lease, any Rent due Landlord hereunder, other than late charges, that is not received by Landlord on the date on which it was due, shall bear interest from the day after it was due at the maximum rate then allowed by law, in addition to the late charge provided for in Section 6.06(d). Such amounts shall be deemed additional rent hereunder.
(f) Landlord's Right to Perform. Notwithstanding anything to the contrary set forth elsewhere in this Lease, in the event Tenant fails to perform any affirmative duty or obligation of Tenant under this Lease, then within five (5) business days after written notice to Tenant (and without notice in case of an emergency) Landlord may (but shall not be obligated to) perform such duty or obligation on Tenant's behalf, including, without limitation, the obtaining of insurance policies or governmental licenses, permits or approvals. Tenant shall reimburse Landlord upon demand for the reasonable costs and expenses of any such performance (including penalties, interest and attorneys' fees incurred in connection therewith).

Such reasonable costs and expenses incurred by Landlord shall be deemed additional rent hereunder. (g) Remedies Cumulative. All rights, privileges and elections or remedies of Landlord are cumulative and not alternative with all other rights and remedies at law or in equity to the fullest extent permitted by law.
(h) Waiver. Tenant waives any right of redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or under any other present or future law in the event Tenant is evicted and Landlord takes possession of the Premises by reason of a default.

Article 7.

Miscellaneous Matters

7.01. Security Deposit. On execution of this Lease Tenant shall deliver to Landlord the sum of $1,000 (the “Deposit”). The Deposit shall be held by Landlord as security for the performance by Tenant of all of the provisions of this Lease. Following an event of default by Tenant under this Lease, Landlord may use, apply or retain all or any portion of the Deposit for the payment of any rent or other charge in default, or the payment of any other sum to which Landlord may become obligated by Tenant’s default, or to compensate Landlord for any expense, loss or damage which Landlord may suffer thereby.

If Landlord so uses or applies all or any portion of the Deposit, then within ten (10) days after demand therefor Tenant shall deposit cash with Landlord in an amount sufficient to restore the Deposit to the full amount thereof, and Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep the Deposit separate from its general accounts. If Tenant performs all of Tenant’s obligations under this Lease, the Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, without payment of interest for its use, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest under this Lease) at the expiration of the term hereof, and after Tenant has vacated the Premises. No trust relationship is created herein between Landlord and Tenant with respect to the Deposit. Tenant waives the provisions of California Civil Code Section 1950.7, and all other present and future laws which restrict the amount or types of claim that a landlord may make upon a security deposit or imposes upon a landlord or a successor any obligation with respect to the handling or return of security deposits.

7.02. No Brokers. Tenant and Landlord each represents and warrants to the other that they have not had any dealings with any agents, brokers, finders or other similar parties in connection with the

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negotiation of this Lease and the consummation of the transaction contemplated hereby. Each of Tenant and Landlord hereby agrees to indemnify, defend and hold the other free and harmless from and against liability for compensation or charges that may be claimed by any agent, broker, finder or other similar party by reason of any dealings with or actions in connection with the negotiation of this Lease and the consummation of this transaction, including any costs, expenses and attorneys' fees incurred with respect thereto.

7.03. No Waiver. No waiver by Landlord of the default or breach of any term, covenant or condition of this Lease by Tenant shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent default or breach by Tenant of the same or of any other term, covenant or condition hereof. Landlord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to, or approval of, any subsequent or similar act by Tenant, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. Regardless of Landlord's knowledge of a default or breach at the time of accepting Rent, the acceptance of Rent by Landlord shall not be a waiver of any preceding default or breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular Rent so accepted. Any payment given Landlord by Tenant may be accepted by Landlord on account of monies or damages due Landlord, notwithstanding any qualifying statements or conditions made by Tenant in connection therewith, which statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Landlord at or before the time of deposit of such payment.

7.04. Recording. Neither this Lease nor a memorandum thereof shall be recorded without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion.

7.05. Holding Over. If Tenant holds over after expiration or termination of this Lease without the written consent of Landlord, such tenancy shall be from month-to-month only, and in such case Base Rent shall be payable at a monthly rate equal to one hundred fifty percent (150%) of the Base Rent to that which Tenant was obligated to pay for the month immediately preceding the end of the Term, together with such other amounts as may become due hereunder. No holding over by Tenant after the Term shall operate to extend the Term. Any holding over with the consent of Landlord in writing shall thereafter constitute a month-to-month lease, terminable upon thirty (30) days' written notice from either party, at a monthly rental rate equal to that which Tenant was obligated to pay for the month immediately preceding the end of the Term, together with such other amounts as may become due hereunder.

7.06. Transfers by Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Premises and other property referred to herein, and in such event and upon such transfer (any such transferee to have the benefit of, and be subject to, the rights and obligations of Landlord hereunder), Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

7.07. Attorneys' Fees. In the event either party places the enforcement of this Lease, or any part of it, or the collection of any Rent due, or to become due, hereunder, or recovery of the possession of the Premises, in the hands of an attorney, or files suit upon the same, the prevailing party shall recover its reasonable attorneys' fees, costs and expenses, including those that may be incurred on appeal. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not suit is filed or any suit that may be filed is pursued to decision or judgment. The term "prevailing party" shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whether by judgment or the abandonment by the other party of its claim or defense; provided however, the parties may agree to compromise or settlement in writing, which compromise, or settlement may include a provision that each party is to bear their own attorneys’ fees and costs. The attorneys' fee award shall not be computed in accordance with any court fee schedule but shall be such as to fully reimburse all attorneys' fees reasonably incurred.

7.08. Termination; Merger. No act or conduct of Landlord, including, without limitation, the acceptance of keys to the Premises, if any, shall constitute an acceptance of the surrender of the

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Lease Agreement 16
Premises by Tenant before the scheduled Expiration Date. Only a written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish a termination of this Lease.

7.09. Amendments; Interpretation. This Lease may not be altered, changed or amended, except by an instrument in writing signed by the parties in interest at the time of the modification. The captions of this Lease are for convenience only and shall not be used to define or limit any of its provisions.

7.10. Severability. If any term or provision of this Lease, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and shall be enforceable to the fullest extent permitted by law.

7.11. Notices. All notices, demands, consents and approvals that are required or permitted by this Lease to be given by either party to the other shall be in writing and shall be deemed to have been fully given by personal delivery or by recognized overnight courier service or when deposited in the United States mail, certified or registered, with postage prepaid, and addressed to the party to be notified at the address for such party specified on the Basic Lease Information sheet, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days' notice to the notifying party given in accordance with this Section 7.11. A copy of all notices given to Landlord under this Lease shall be concurrently transmitted to such party or parties at such addresses as Landlord may from time to time hereafter designate by notice to Tenant.

Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon.

Notices delivered by recognized overnight courier shall be deemed given twenty-four (24) hours after delivery of the same to the courier. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

7.12. Force Majeure. Any prevention, delay or stoppage of work to be performed by Landlord or Tenant that is due to strikes, labor disputes, inability to obtain labor, materials, equipment or reasonable substitutes therefor, acts of God, governmental restrictions or regulations or controls, judicial orders, enemy or hostile government actions, civil commotion, or other causes beyond the reasonable control of the party obligated to perform hereunder, shall excuse performance of the work by that party for a period equal to the duration of that prevention, delay or stoppage. Nothing in this Section 7.12 shall excuse or delay Tenant's obligation to pay Rent or other charges due under this Lease.

7.13. Asbestos Notification for Commercial Property Constructed Before 1979. Tenant acknowledges that Landlord has advised Tenant that, because of their age, the preexisting improvements, such as concrete, within the Premises may contain asbestos-containing materials (“ACMs”). If ACMs are likely to be disturbed in the course of developing any alterations, additions or improvements, Tenant shall encapsulate or remove the ACMs in accordance with an asbestos-removal plan reasonably approved by Landlord and otherwise in accordance with all applicable Hazardous Materials Laws, including giving all notices required by California Health & Safety Code Sections 25915- 25919.7.

7.14. Lead Warning Statement. Tenant acknowledges that Landlord has advised Tenant that soils within the Premises may contain lead-based paints (“LBP”). Lead from paint, paint chips and dust can pose health hazards if not managed properly. Tenant may at its sole cost and expense, have a statecertified LBP Inspector complete an LBP inspection and abatement and, if Tenant completes such inspection, shall provide an abatement certification to Landlord. Landlord has no specific knowledge of the presence of LBP in or about the Premises.

7.15. Certified Access Specialist Disclosure. In accordance with Civil Code Section 1938, Landlord hereby discloses that the Premises has not undergone inspection by a Certified Access

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Lease Agreement 17
Specialist for purposes of determining whether the property has or does not meet all applicable construction related accessibility standards pursuant to Civil Code Section 55.53. As further specified in California Civil Code Section 1938: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable constructionrelated accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

7.16. Successors and Assigns. This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns (subject to the provisions hereof) and shall be binding upon and inure to the benefit of Tenant, its successors.

7.17. Further Assurances. Landlord and Tenant each agree to promptly sign all documents reasonably requested to give effect to the provisions of this Lease.

7.18. No Prior Agreements. This Lease, including the exhibits and addenda attached to it, contains all agreements of Landlord and Tenant with respect to any matter referred to herein. No prior agreement or understanding pertaining to such matters shall be effective.

7.19. Applicable Law. This Lease shall be governed by, construed and enforced in accordance with the laws of the State of California. This Lease is made in Contra Costa County, California, and any action relating to this Lease shall be instituted and prosecuted in the courts of Contra Costa County, California.

7.20. Time of the Essence. Time is of the essence of each and every covenant of this Lease.

Each and every covenant, agreement or other provision of this Lease on Tenant's part to be performed shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease or on any other covenant or agreement set forth herein.

7.21. No Joint Venture. This Lease shall not be deemed or construed to create or establish any relationship of partnership or joint venture or similar relationship or arrangement between Landlord and Tenant hereunder. If requested by Landlord, Tenant shall post signs at the Premises stating that Landlord is not responsible for the day-to-day operations of the Premises.

7.22. Authority. If Tenant is a corporation, limited liability company, trust or general or limited partnership, each individual executing this Lease on behalf of Tenant represents and warrants that he or she is duly authorized to execute and deliver this Lease on Tenant's behalf and that this Lease is binding upon Tenant in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first written above.

ATTEST:

Clerk
LANDLORD: City of Richmond, a municipal corporation and charter city
By:

Name:

Its:

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Lease Agreement 18
Reviewed by:
_______________
City Attorney
TENANT: Men and Women of Valor
By:

Name:

Its:

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Exhibit A
Premises

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Exhibit B
City of Richmond Insurance Requirements for Lessees

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December 20, 2022
Economic Development
DATE: December 6, 2022
TO: Mayor Butt and Members of the City Council
FROM: Shasa Curl, City Manager
Winifred Day, Arts & Culture Manager
SUBJECT: Meritage Home Corporation Developer Funds and
Contract with Richard Salazar to Paint a Mural
FINANCIAL IMPACT: The funding for this two-year contract will be included in the Arts & Culture One Percent Private Developer Fund
Budget for Fiscal Year (FY) 2022-2023 and FY 2023-2024
in the total amount of $451,000, using account strings:
13564165-400201-36001, 13564165-340445-36001.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

City staff is seeking to accept and appropriate the
Richmond Country Club Meritage Homes Private
Developer Public Art funding and approve a two-year
contract with Richard Salazar to work with the Parchester Village Neighborhood Council (PVNC) to paint a mural on 88 panels of the sound barrier wall on Giant Road with
community partners.

RECOMMENDED
ACTION:

ADOPT a resolution to ACCEPT and APPROPRIATE
funds in the amount of $451,000 from Meritage Housing
Corporation into the Arts and Culture Division one percent Private Developer fund; and APPROVE a sole-source
contract with Bay Area EV, LLC, in the amount of
$350,000, to paint a mural on the 88 sound barrier wall panels located on Giant Road, with a term beginning
December 20, 2022, and ending December 31, 2024 – City
Manager’s Office (Winifred Day 510-620-6512).

DISCUSSION:

AGENDA
REPORT

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December 20, 2022
Background:

It has been a vision of the Parchester Village Neighborhood Council (PVNC) to beautify the 88-panel sound barrier wall located on Giant Road with a mural since 2016. The PVNC selected artist Richard Salazar to work with the community to develop a design that represents the community. Over the last few years, PVNC has applied for and received small grants to paint sections of the sound barrier wall. Sources of grant funds have been the Love Your Block and the Arts and Culture Division Mini Grants.

Fourteen of the 88 wall panel sections are complete.

When the Richmond Country Club Meritage Home Corporation and MLC Holding began planning the new housing project, they decided to allocate the one percent public art developer fee towards completing the mural on the sound barrier wall.

The PVNC has been successfully working with artist Richard Salazar since 2016 and has decided to continue working with him through Bay Area EV, LLC to complete the project. This is a collaborative effort between the Love Your Block program and the Arts and Culture Division. Both groups will work with Richard Salazar and the PVNC community effort on the art administration component of the project.

At the end of each fiscal year during the two-year contract term (FY 2022-2023, FY 2023-2024), Richard Salazar will provide a year-end report to the City of Richmond’s City Manager’s Office detailing how the funds were used.

DOCUMENTS ATTACHED:

Attachment 1 – Contract with Bay EV, LLC.

Attachment 2 – Sole Source Vendor Form
Attachment 3 – Resolution for Meritage Funds

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CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

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

Title: By:

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

Date Signed:

By:

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

By:

By: Title:

City Attorney
Date Signed:

LIST OF ATTACHMENTS:

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For the Contract between the City of
Richmond and

EXHIBIT A

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

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Parchester Village Mural Project
Table of Contents
Table of Contents 1
Introduction & Background 2
Project Proposal 3
Site Dimensions 5
Site Map 6
Site Conditions 7
Past Project Photos 9
Primary Roles 13
Partnership Roles 13
Other Roles 15
Project Deliverables 15
Project Metrics & Goals 16
COVID-19 Response 17
Appendix A - Richard Muro Salazar Scope of Services 18
Appendix B - CW Bookkeeping Scope of Services 23
Appendix C - Videographer Scope of Services 24
Appendix D - Project Timeline 26
Appendix E - Project Budget 27
Exhibit A - Proposal

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Introduction & Background
Parchester Village is one of the most physically isolated neighborhoods in Richmond, California. It is predominantly a community of color, with over 82.9% of its 400 households being non-White. Nestled between two railroad lines, the entire neighborhood is lined by a 7.5-feet-high concrete sound wall to reduce noise pollution from nearby trains. This same wall disguises the neighborhood, its history, and its residents from the public eyes.

Over the last several years, Parchester residents, in partnership with the City of Richmond Love Your Block Program, have brought the neighborhood back into the spotlight by mobilizing resident and community volunteers to address community livability issues - particularly blight, illegal dumping, and public safety.

In addition to community clean-ups, Richmond-based creative artist Richard Muro Salazar was brought on board to work with volunteers to create, and later extend, a vibrant mural on a total of seven (7) sound wall panels at the main neighborhood entrance, engaging over 60 volunteers. Following the successful first mural installation in 2017, Parchester Neighborhood Council identified the mural extension in collaboration with Richard, along the entire east sound wall, as a priority goal for the neighborhood that would put this historic community back on the public radar.

With views of the bay painted in such simplicity and motion, another seven (7) sound wall panels were recently completed in October 2020 through a Richmond Arts & Culture Commission Neighborhood Public Arts Mini-Grant, with 66 volunteers coming out to support the efforts.

The current 2,100 square-foot, 14-panel mural depicts the adjacent bay and shoreline, honoring Parchester’s legacy of environmental justice dating back to the 1970s. Activists living in Parchester, most notably the Dotson family, fought for decades to preserve the nearby Dotson Family Marsh (formerly Bruener Marsh) as open space in the face of proposed development. The dispute gained significance as the threat of sea level rise emerged, ultimately leading to acquisition of the marsh by East Bay Regional Parks District. EBRPD has since completed habitat restoration and climate adaptation projects at the marsh and renamed it in honor of Parchester’s Dotson family, incorporating the area into Point Pinole Regional Shoreline.

As Parchester’s activity continues to grow, local groups have taken notice. Nearby business SeQuential reached out to the community upon passing by the first installment of the mural project, inspired by residents’ participation. They have since donated supplies and labor to support additional beautification projects in Parchester, partnering to improve public spaces.

Parchester Village was the first neighborhood in the state of California to sell homes to Black residents.

Today, across the train tracks to the east lie the Richmond Country Club and luxury Country Club Vista homes. The project presents a unique opportunity to not only uplift a neighborhood with a history of disinvestment, but bridge the historic racial and economic segregation and build unity between a more affluent neighborhood just across the train tracks through participatory public art. 2

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Project Proposal
The Parchester Village Mural consists of 88 masonry sound wall barrier panels. Each is 7.5 ft tall by 20 ft wide. The 13,200 sq. ft. mural will be completed by the end of 2023. It will be a community-oriented project in partnership with Richard Muro Salazar, City of Richmond, Richmond Love Your Block, Parchester Village Neighborhood Council and MLC Holdings. The final mural designs will be determined after collaboration through community design events. The duration of the project will be approximately 14 months. The outcome will be the completion of the largest mural in the history of the City of Richmond. The process will be captured in a short film documentary and debuted at the unveiling. A community celebration and mural unveiling event will be held TBA per COVID-19 public safety guidelines.

Our process consists of 7 milestones that ensure the progression & quality control with the community throughout the project’s entirety:

1. Concept Design

2. Design Drawings

3. Design Approval

4. 50% Fabrication

5. 100% Fabrication

6. Project Acceptance

7. Contingency
During each milestone, Richmond Love Your Block and Parchester Village Neighborhood Council will lead marketing efforts with flyers and mailers, social media (Facebook, Instagram, Nextdoor), doorknocking, banners, e-newsletters and local news media.

Milestones:

1. Concept Design
● COVID-19 Safety/Sanitation
● Community Brainstorm Marketing (Richmond Love Your Block & Parchester Village Neighborhood Council)
● Community Brainstorm (2 Events)
● RMS & JW Begin Concept Design
The first milestone focuses on the concept design and marketing the project to the local Parchester Community and making them aware of an opportunity to collaborate. Lead Artists Richard Muro Salazar and John Wehrle will begin concept design. This milestone will run through November 2022 - January 2023.

2. Design Drawings
● COVID-19 Safety/Sanitation
● Project Design Marketing (Richmond Love Your Block & Parchester Village Neighborhood Council)
● Complete Design Drawings (RMS & JW)
3

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● Present Design Drawings (1 Event)
● Design Revisions and Edits
The second milestone will focus on the continuation of project marketing to local Parchester community, the completion of design drawings, presenting mural design, and final design revisions. This milestone will run through January 2023 - March 2023.

3. Design Approval
● COVID-19 Safety/Sanitation
● Finalize Mural Design with Community (1 Event)
● Present Final Design to PAAC
● Create Paint by Number System
● Purchase Project Materials
● Encroachment Permit Planning
● Community Paint Days Planning and Marketing (Richmond Love Your Block & Parchester Village Neighborhood Council)
The third milestone consist of the approval for the final design by PAAC. Once approved, community paint days planning and marketing will reach out city wide for this historic events.

Encroachment permit will be filed in accordance to the paint days. This milestone will run through March 2023 - June 2023.

4. 50% Fabrication
● COVID-19 Safety/Sanitation
● Project Marketing (Richmond Love Your Block & Parchester Village Neighborhood Council)
● Mural Wall Sketch (Richard Muro Salazar and team)
● Encroachment Permit
● Community Paint Days (6 Events)
The fourth milestone will focus on the sketching of the mural, paint by number system, and organizing the community paint days. This milestone will run through June 2023 - August 2023.

5. 100% Fabrication
● COVID-19 Safety / Sanitation
● Project Marketing (Richmond Love Your Block & Parchester Village Neighborhood Council)
● Mural Wall Sketching
● Encroachment Permit
● Community Paint Days (6 Events)
● Final Mural Details
● Mural Unveiling Planning
The fifth milestone will focus on planning the mural unveiling celebration and finalizing the mural/project in its physical form. This milestone will run through August 2023 -October 2023

6. Project Acceptance
● COVID-19 Safety / Sanitation
● Project RACC Acceptance
● Project Signage
4

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● Mural Unveiling Celebration
● Maintenance Plan
● Short Documentary Release
The sixth milestone focuses on finalizing the project in its administration form, RACC project acceptance, and Signage. A short film documentary about this historic project will be released at the mural unveiling celebration. This milestone will run through October 2023 - November 2023.

7. Contingency
● In Case of an Emergency
● Final Report
The last milestone is to ensure there is enough bumper space in the case of an unexpected event.

Final Report will be submitted outlining the historic Parchester Mural Project.This milestone will run through November 2023 - December 2023.

View the project timeline in Appendix D - Project Timeline and the project budget in Appendix E - Project Budget .

Site Dimensions
Currently, 14 panels of the sound wall have been painted. There are a total of 88 unpainted panels of the sound wall, with 6 of these panels proposed for repair or replacement by MLC Holdings during the project. See Site Conditions for photos of the damaged panels. If the repair is not completed, then 87 panels will be painted. Each panel averages 7.5 feet tall by 20 feet wide, or about 150 square feet each.

Total proposed site dimensions: 88 panels x 150 square feet = 13,200 square feet or nearly the approximate area of an Olympic-sized pool (13,454 square feet)! 5

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Site Map
Parchester Village, Richmond, California
Proposed Project Site
Proposed Project Site
Past Project Sites
Neighborhood Public Arts MiniGrant Project
(October 2020)
Climate Leaders in Action Grant
(October 2018)
Phanor Drive Beautification Project
(April 2018)
"Welcome to Parchester" Project
(April 2017)
6

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Site Conditions
Giant Highway, Parchester Village, Richmond, California 7

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Site Conditions (continued)
Giant Highway, Parchester Village, Richmond, California 8

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Past Project Photos
“Welcome to Parchester” Project (April 2017)

Before During
After
9

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Past Project Photos (continued)
Phanor Drive Beautification Project (April 2018)
Before During
After
10

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Past Project Photos (continued)
Climate Leaders in Action Grant Project (October 2018)
Before During
After
11

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Past Project Photos (continued)
Neighborhood Public Arts Mini-Grant Project (October 2020) Full album: https://www.flickr.com/photos/richmondcsd/albums/72157716822695318 Before During
After
12

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Primary Roles
Lead Artist and Project Manager - Richard Muro Salazar
The Lead Artist/Project Manager will work closely with the Arts & Culture Manager, Winifred Day, to ensure project compliance with any applicable policies and procedures and with the Community Services Department to implement best volunteer, marketing, and community engagement practices.

The Lead Artist/Project Manager will be responsible for oversight and implementation of all administrative and artistic elements of the project, such as design, purchasing, invoicing, and installation.

The Lead Artist/Project Manager will oversee over 800 volunteers during the course of the community paint days.

View the full scope of service in Appendix A - Richard Muro Salazar Scope of Service .

Assistant Lead Artist - John Wehrle
Assistant Lead Artist John will collaborate with Richard on the final Parchester Village mural design. He will also ensure quality control over the installations of the mural.

Assistant Artists - Michael Joseph Connors and Mauricio Ortiz Assistant Artist will primarily support the Lead Artist/Project Manager during the volunteer events and detailing phase of the project. Under general supervision from the Artist and Project Manager, the Assistant Artist will help manage volunteers and detail and complete the mural upon conclusion of the volunteer events.

View each assistant artist’s full scope of service in Appendix A - Richard Muro Salazar Scope of Service.

Partnership Roles
MLC Holdings - Paul Manyisha
MLC Holdings is the primary funder of the project through the 1% in-lieu fee. MLC Holdings will also contribute to construction elements related to the project, such as sound wall repair, power washing, priming, and sealing.

City of Richmond, Arts & Culture Division - Winifred Day Winifred Day, Arts & Culture Manager, is the City liaison and City Project Manager for the project, ensuring contract compliance and overseeing overall administration.

Parchester Neighborhood Council - Goretha Johnson, Lori Hart, and Ivonne Malave Parchester Neighborhood Council represents the Parchester Village neighborhood. The council will conduct outreach to Parchester residents for voluntary participation in the design and implementation of the project. The council will ensure the community vision is reflected in the project. 13

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City of Richmond Community Services Department, Love Your Block - Stephanie Ny The Community Services Department Love Your Block program has been a part of the mural efforts since its inception. Love Your Block provided mini-grant funding in 2016 to start off the mural project for the first 3 panels. In 2018, Love Your Block was awarded a Climate Leaders in Action Grant to complete the next 4-panel installation of the mural with the neighborhood council and Richard. In October 2020, Love Your Block co-planned and co-hosted the events for the latest installation of the mural, completing 7 more panels.

Love Your Block will continue to support in this capacity, implementing volunteer, marketing, and community engagement practices and also assist with logistical elements of the project, such as meeting coordination, COVID-19 safety, scheduling, and registration.

Richmond Community Members & Volunteers
The most important role is that of the community. Their key role is to provide us with the information, references, and ideas needed to bridge their words to illustrations through community brainstorm and design sessions.

Volunteers will paint the entire first layer of paint on the mural. With this first layer, it will give our next three layers a much smoother surface to add our tints, tones, and final details.

These immersive, engaging, and hands-on activities will result in a completed project that is truly reflective of community input, needs, experiences, and history - allowing each Parchester resident to make their mark and contribute a part of themselves to the mural.

Before paint day, every volunteer will sign up online via Eventbrite.com and also sign a waiver in person on the event day.

Public Arts Advisory Committee, Richmond Arts & Culture Commission, and Other Boards & Committees
City of Richmond commissions, committees, and boards provide additional community oversight of and recommendations for the project.

Richmond SeQuential
Richmond SeQuential is a neighboring business that is committed to volunteering with the Parchester community to abate illegal dumping and blight and participate in beautification activities.

Greater El Bethel Baptist Church
Greater El Bethel Baptist Church regularly partners with the Parchester Neighborhood Council to provide donations of backpacks, food, and more to residents in need. The church is ready to further assist our efforts for this project.
14

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Other Roles
Bookkeeper - CW Bookkeeping
A bookkeeper will assist with oversight of cash flow for the project.

View CW Bookkeeping’s full scope of service in Appendix B - CW Bookkeeping Scope of Service .

Professional Videographer - Miguel Hernandez
The videographer will provide video documentation of the entire project, from beginning to finish.

View the videographer’s full scope of service in Appendix C – Videographer Scope of Service.

Project Deliverables
Project deliverables include:

1. Two (2) community brainstorm and two (2) design presentation events, to be held in-person or via pass-by meetings at Parchester Park or via Zoom, that will engage a total of one hundred (100) participants.

2. Twelve (12) volunteer community paint days that will engage a total of 864 volunteers. a. Two (2) volunteer shifts will be held per paint day, with thirty six (36) volunteers spread across three (3) socially distanced sections of the sound wall.

3. Six (6) repaired sound wall panels.

4. Community-designed mural on eighty eight (88) sound wall panels (approximately 13,200 square feet) in Parchester Village.

5. At least one (1) video created by a professional videographer covering the entirety of the project.

6. One (1) acknowledgement signage recognizing artists, funders, and partners of the project.

7. One (1) ribbon-cutting/unveiling community celebration, held in-person or via Zoom.

8. Employment opportunities and experience for a total of four (4) professional artists. 15

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Project Metrics & Goals
Metric Goal
Number of community events held 17 community events held ● 4 community brainstorm and design events
● 12 volunteer community paint days
● 1 mural unveiling event
Number of participants and volunteers 964 participants and volunteers ● 100 participants throughout community brainstorm
and design events
● 864 volunteers
➢ 2 volunteers shifts per paint day
➢ 36 volunteers spread across 3 socially
distanced sections per shift
Hours of volunteer service 1728 hours of volunteer service ● 2 hours per volunteer
Number of repaired sound wall panels 6 repaired sound wall panels Square footage of space painted 88 sound wall panels, or 13,200 square feet painted ● 7.5’ H x 20’ L (150 square feet) per panel
Number of videos created 1 video created documenting entire project Number of signage installed 1 signage installed recognizing artists, funders, partners Employment/Contracting
opportunities created
6 opportunities created
● 4 artists
● 1 videographer
● 1 bookkeeper
Number of households served 400 households served
People reached through social media 3,000 reached through social media, using platforms such as:
● Richard Muro Salazar Instagram
● Richard Muro Salazar website
● Richmond Love Your Block Instagram
● Richmond Love Your Block Facebook
● Richmond Love Your Block e-newsletters, City
Manager’s Weekly Reports
● City of Richmond website
● City of Richmond NextDoor
● Community Services Department e-newsletter
● Submissions to hyperlocal media groups
16

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COVID-19 Response
The most recent progress on the mural was made in October 2020, after several months of planning to adjust to the challenges presented by the pandemic. This was our first series of in-person, outdoor events since the COVID-19 pandemic began.

Following the guidance of Contra Costa County Health Services and the City of Richmond's Emergency Operations Center:
● Event registration took place online via Eventbrite. Users without Internet access could also call to be registered online manually by staff. Pre-registration was required. ● Masks and social distancing were required at all times in the event area. ● Work days were split into shifts limited to 12 volunteers per shift. ● One-hour breaks between volunteer shifts were implemented to allow for thorough sanitation of any repeatedly touched surfaces or items.
● All volunteers had access to hand washing, sanitizer, and sanitizing wipes. ● All volunteers were asked to self-screen for sickness during sign-in.

Using these guidelines, we successfully engaged 66 volunteers in our in-person painting events over the course of 4 days. We will continue operating by these guidelines and make adjustments as needed.

The proposed project will also take the following additional steps to include the community safely, as needed:
● Hold virtual brainstorm and design events through platforms like Zoom, YouTube Live, Facebook Live, and Instagram Live.
● Provide opportunities for input outside of virtual events for residents without Internet access, such as phone calls and mailed surveys.
● Send out mailers related to the project to all households in the area, and make phone calls to residents.
● Effectively utilize social media platforms like Facebook, Instagram, NextDoor, MailChimp, and the City of Richmond website to communicate project updates. ● Utilize hyperlocal media outlets such as KCRT and Richmond Standard. ● Document the entirety of the project using a professional videographer. 17

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Appendix A -
Richard Muro Salazar Scope of Services
Parchester Village Mural
Scope Of Service
Project Overview:

The Parchester Village Mural consists of 88 masonry sound barrier panels. Each is 7.5 ft tall by 20 ft wide. The 13,200 sq. ft. mural will be completed by the end of 2023. It will be a community-oriented project in partnership with Richard Muro Salazar, City of Richmond, Richmond Love Your Block, Parchester Village Neighborhood Council and MLC Holdings. The final mural designs will be determined after collaboration through community design events.

The duration of the project will be approximately 14 months. The outcome will be the completion of the largest mural in the history of the City of Richmond. The process will be captured in a short film documentary and debuted at the unveiling. A community celebration and mural unveiling event will be held TBA per Covid-19 public safety guidelines.

Milestones:

Our process consists of 7 milestones that ensure the progression & quality control with the community throughout the project’s entirety.

1. Concept Design
◦ COVID-19 Safety/Sanitation
◦ Community Brainstorm Marketing
◦ Community Brainstorm (2 Events)
◦ RMS & JW Begin Concept Design
The first milestone focuses on the concept design and marketing the project to the local Parchester Community and making them aware of an opportunity to collaborate. Lead Artists Richard Muro Salazar and John Wehrle will begin concept design. This milestone will run through November 2022 - January 2023. 18

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2. Design Drawings
◦ COVID-19 Safety/Sanitation
◦ Project Design Marketing
◦ Complete Design Drawings (RMS & JW)
◦ Present Design Drawings (1 Event)
◦ Design Revisions and Edits
The second milestone will focus on the continuation of project marketing to local Parchester community, the completion of design drawings, presenting mural design, and final design revisions. This milestone will run through January 2023 - March 2023.

3. Design Approval
◦ COVID-19 Safety/Sanitation
◦ Finalize Mural Design with Community (1 Event)
◦ Present Final Design to PAAC
◦ Create Paint by Number System
◦ Purchase Project Materials
◦ Encroachment Permit Planning
◦ Community Paint Days Planning and Marketing
The third milestone consist of the approval for the final design by PAAC. Once approved, community paint days planning and marketing will reach out city wide for this historic events. Encroachment permit will be filed in accordance to the paint days.This milestone will run through March 2023 - June 2023.

4. 50% Fabrication
◦ COVID-19 Safety/Sanitation
◦ Project Marketing (Richmond Love Your Block)
◦ Mural Wall Sketch (Richard Muro Salazar and team)
◦ Encroachment Permit
◦ Community Paint Days (6 Events)
The fourth milestone will focus on the sketching of the mural, paint by number system, and organizing the community paint days. This milestone will run through June 2023 - August 2023.

5. 100% Fabrication
◦ COVID-19 Safety / Sanitation
◦ Project Marketing
◦ Mural Wall Sketching
◦ Encroachment Permit
◦ Community Paint Days (6 Events)
19

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◦ Final Mural Details
◦ Mural Unveiling Planning
The fifth milestone will focus on planning the mural unveiling celebration and finalizing the mural/project in its physical form. This milestone will run through August 2023 -October 2023.

6. Project Acceptance
◦ COVID-19 Safety / Sanitation
◦ Project RACC Acceptance
◦ Project Signage
◦ Mural Unveiling Celebration
◦ Maintenance Plan
◦ Short Documentary Release
The sixth milestone focuses on finalizing the project in its administration form, RACC project acceptance, and Signage. A short film documentary about this historic project will be released at the mural unveiling celebration. This milestone will run through October 2023 - November 2023.

7. Contingency

1. In Case of an Emergency

2. Final Report
The last milestone is to ensure there is enough bumper space in the case of an unexpected event. Final Report will be submitted outlining the historic Parchester Mural Project. This milestone will run through November 2023 - December 2023.
20

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Timeline:

Management & Administration:

Project Manager and Lead Artist - Richard Muro Salazar
Assistant Lead Artists- John Wehrle
Assistant Artists - Michael Joseph Connors & Mauricio Ortiz Administrator - Crystal Williams
Richard Muro Salazar - Project Manager/Lead Artist
- Project Planning and Logistics
- Project Research & Development
- Concept Sketches and Revisions
- Project Rollout and Execution
- Project Monitoring and Guidance
- Finalize Design Concepts
- Full Color Illustrations For Community and Assistant Artists’ Reference
21

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- Quality Control/color matching
John Wehrle - Assistant Lead Artist
- Supervisor for community events
- Mural Designs
- Creating The Design Blueprints For Participants
- Mural Research & Development
- Community Brainstorm Events
- Mural Detail Execution
- Quality Control/color matching
Michael Joseph Connors- Assistant Artist
- Supervisor/Assistant for community events
- Volunteer Coordinator
- Mural Preparation
- Manage paint inventory
- Manage supply distribution for volunteers
- Host Community Brainstorm Events
- Creating The Design Blueprint On Wall
For Participants
- Quality Control
- Preparation Of Each Days Set Up & Proper Clean Up
- Proper Disposal Of Paint And Other
(Hazardous Materials)
Mauricio Ortiz- Assistant Artist
- Supervisor/Assistant for Community Events
- Volunteer Coordinator & Participants Guidance
- Mural Preparation
- Creating The Design Blueprint On Wall For Participant - Host Community Brainstorm Events
- Manage Paint Inventory
- Manage Supply Distribution For Volunteers
- Quality Control/Color Matching
- Preparation Of Each Days Set Up & Proper Clean Up
- Proper Disposal Of Paint And Other
(Hazardous Materials)
22

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Appendix B - CW Bookkeeping Scope of Services
Scope of Services
The business entity of CW Bookkeeping (“Bookkeeper”) with a mailing address of 1801 Shoreline Dr, #227, Alameda, California, 94501
AND
The business entity of R.M.Salazar, LLC & The City of Richmond ("Client") with a mailing address of _________________________________________________.

Project Name: Parchester Mural Project
I. Services.

Bookkeeper agrees to provide the following Services:
✓ Accounts Payable
✓ Accounts Receivable
✓ Audit Work
✓ Bank Reconciliation
✓ Bill Payment
✓ Budget Preparation
✓ Customized Reports
✓ Detailed General Ledgers
✓ Financial Statements
✓ General Bookkeeping
✓ Payroll and Check Register
✓ Prepare for Tax Filings
✓ Other
II. Fees.

The Client agrees to pay the Bookkeeper $70 per Hour ($/HR) for providing the Services.

The Client shall pay the Bookkeeper upon receiving an Invoice from the Bookkeeper.

Bookkeeper: Crystal Williams Date 9/26/2022
Crystal Williams who is authorized to sign on behalf of CW Bookkeeping.

Client: _______________ Date 9/26/2022
Richard Muro- Salazar who is authorized on behalf of Parchester Mural Project 23

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Appendix C - Miguel Hernandez Scope of Services
Calikeo Films
Miguel Hernandez
Email: [email protected]
Cell: (510) 447-3934
Parchester Village Mural Project
Scope of Service
Video Production and Editing
November, 2022 - December, 2023
Clients Vision
Richard Muro Salazar in collaboration with The City of Richmond, Richmond Love your block, and Parchester Village neighborhood council would like a short film documentary highlighting the process of the Parchester Village mural completion. Director and producer Miguel Hernandez will document the process from start to finish and provide a 10min short documentary of the Parchester Village Mural.

Purpose and Theme
● The short film will showcase the newly added mural from a vintage 1988 V.H.S camcorder (back to the past feel)point of view. Transitioning into High Definition Quality (back to the future feel). Capturing the reality stories of the community members, volunteers,artists, and everyone involved in the Parchester Village mural.

Content of Video
● A 10 minute short documentary of The City of Richmond biggest mural project of 2022 - 2023. Short interviews of community members/volunteers about the process and personal meaning of their participation. Painting of the mural from 24

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start to finish. Before and after scenes, wide angle drone shots, and Deliverables

1. 3D digital model storyboard showing an early concept of video production.

2. 10 min short documentary

3. Fully produced, edited and delivered video file 30 days after completion of mural video production.

Payment Schedule
Payments will be received in 7 milestones throughout the project. 25

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Appendix D - Project Timeline
Parchester Village Mural Project
PROJECT TITLE Parchester Village Mural Project UPDATED 10/21/22 PROJECT MANAGER Richard Muro Salazar
MS DETAILS Milestone 1:

Concept Design
Milestone 2:

Design Drawings
Milestone 3:

Design Approval
Milestone 4:
50% Fabrication
Milestone 5:
100% Fabrication
Milestone 6:

Project
Acceptance
Milestone 7:

Contingency
Nov '22 Dec '22 Jan '23 Feb '23 Mar '23 Apr '23 May '23 Jun '23 Jul '23 Aug '23 Sep '23 Oct '23 Nov '23 Dec '23 Mo 1 Mo 2 Mo 3 Mo 4 Mo 5 Mo 6 Mo 7 Mo 8 Mo 9 Mo 10 Mo 11 Mo 12 Mo 13 Mo 14 1 Concept Design
Nov 2022 - Jan 2023
- COVID-19 Safety / Sanitation COVID-19 Safety /
Sanitation
- Community Brainstorm Marketing Community Brainstorm Marketing - Community Brainstorm (2 Events) Community Brainstorms - Begin Concept Design (RMS & JW) Begin Concept
Design
2 Design Drawings
Jan 2023 - Mar 2023
- COVID-19 Safety / Sanitation COVID- 19 Safety / Sanitation - Project Design Marketing Project Design Marketing
- Complete Design Drawings (RMS &
JW) Complete Design Drawings
- Present Design Drawings (1 Event) Present
Designs
- Design Revisons and Edits Revisions &
Edits
3 Design Approval
Mar 2023 - Jun 2023
- COVID-19 Safety / Sanitation COVID-19 Safety / Sanitation - Finalize Mural Design with
Community (1 Event) Finalize Design
- Present Final Design to PAAC for
Approval
Present Final
Design
- Create Paint by Number System Create Paint by Number System - Purchase Project Materials Purchase Project Material
- Encroachment Permit Planning Encroachment Permit
Planning
- Community Paint Days Planning
and Marketing
Community Paint Days Planning and
Marketing
50% Fabrication
Jun 2023 - Aug 2023
- COVID-19 Safety / Sanitation COVID-19 Safety / Sanitation - Project Marketing Project Marketing
4 - Mural Wall Sketching Mural Sketching
- Encroachment Permit Encroachment Permit
- Community Paint Days (6 Events) Community Paint Days
5 100% Fabrication
Aug 2023 - Oct 2023
- COVID-19 Safety / Sanitation COVID-19 Safety / Sanitation - Project Marketing Project Marketing
- Mural Wall Sketching Mural Wall Sketching Unveiling
- Encroachment Permit Encroachment Permit
- Community Paint Days (6 Events) Community Paint Days
- Final Mural Details Final Mural Details
- Mural Unveiling Planning and
Marketing Mural Unveiling Planning and Marketing
6 Project
Acceptance
Oct 2023 - Nov 2023
- COVID-19 Safety / Sanitation COVID-19 Safety / Sanitation - Project RACC Acceptance Project RACC
Acceptance
- Project Signage Project Signage
- Mural Unveiling Celebration Mural Unveiling Celebration - Maintenance Plan Maintenance Plan
- Short Documentary Release Documentary Release
7 Contingency
Nov 2023 - Dec 2023
- In Case of an Emergency In Case of an Emergency
- Final Report Final Report
26

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PARCHESTER VILLAGE MURAL PROJECT Updated: 10/20/2022
88 PANELS (13200 SQUARE FEET)

ART BUDGET ESTIMATE

ART BUDGET SUMMARY ESTIMATE

1.0 Concept Design ($ 18,980.98 )

2.0 Design Drawings ($ 12,381.39 )

3.0 Design Approval ($ 51,122.21 )

4.0 50% Fabrication ($ 123,914.60 )

5.0 100% Fabrication ($ 58,658.15 )

6.0 Project Acceptance ($ 7,337.34 )

7.0 Contingency ($ 6,617.34 )
TOTAL ART BUDGET ($ 279,012.00)

BUDGET DETAIL
Description Quantity Unit Unit Cost Cost Total

1.0 Concept Design ($ 18,980.98)

1.1 Concept Design ($ 5,400.00 )
Richard Muro Salazar, Design Concept 120 HR ($ 45.00 ( ) $ 5,400.00 )

1.2 Subcontracted Services ($ 9,519.70 )
John Wehrle, Design Concept 120 HR ($ 45.00 ( ) $ 5,400.00 ) State Farm, Insurance 1 LS ($ 1,639.70 ( ) $ 1,639.70 ) CW Bookkeeping, Bookkeeping Services 24 HR ($ 70.00 ( ) $ 1,680.00 ) Miguel Hernandez , Videographer 1 ALLOW ($ 800.00 ( ) $ 800.00 )

1.3 Mural Supplies ($ 3,700.48 )
Richard Muro Salazar, Mural Supplies 1 ALLOW ($ 3,700.48 ( ) $ 3,700.48 ) Concept Design Subtotal ($ 18,620.18 )
Tax - 1.3 Mural Supplies (9.75%) ($ 360.80 )
Concept Design Subtotal ($ 18,980.98 )
Description Quantity Unit Unit Cost Cost Total

2.0 Design Drawings ($ 12,381.39)

2.1 Design Drawings ($ 2,475.00 )
Richard Muro Salazar, Design Drawings 55 HR ($ 45.00 ( ) $ 2,475.00 )

2.2 Subcontracted Services ($ 5,754.70 )
John Wehrle, Design Drawings 55 HR ($ 45.00 ( ) $ 2,475.00 ) State Farm, Insurance 1 LS ($ 1,639.70 ( ) $ 1,639.70 ) CW Bookkeeping, Bookkeeping Services 12 HR ($ 70.00 ( ) $ 840.00 ) Miguel Hernandez, Videographer 1 ALLOW ($ 800.00 ( ) $ 800.00 )

2.3 Mural Supplies ($ 3,782.86 )
Richard Muro Salazar, Mural Supplies 1 ALLOW ($ 3,782.86 ( ) $ 3,782.86 ) Design Drawings Subtotal ($ 12,012.56 )
Tax - 2.3 Mural Supplies (9.75%) ($ 368.83 )
Design Drawings Subtotal ($ 12,381.39 )
Description Quantity Unit Unit Cost Cost Total

3.0 Design Approval ($ 51,122.21)

3.1 Subcontracted Services ($ 10,671.33 )
John Wehrle, Design Construction Drawings 110 HR ($ 45.00 ( ) $ 4,950.00 ) State Farm, Insurance 1 LS ($ 3,281.33 ( ) $ 3,281.33 ) CW Bookkeeping, Bookkeeping Services 12 HR ($ 70.00 ( ) $ 840.00 ) Miguel Hernandez, Videographer 1 ALLOW ($ 1,600.00 ( ) $ 1,600.00 )

3.2 Mural Supplies ($ 5,586.22 )
Richard Muro Salazar, Mural Supplies 1 ALLOW ($ 5,586.22 ( ) $ 5,586.22 )

3.3 Fabrication ($ 34,320.00 )
Richard Muro Salazar, Fabrication/Installation 2640 SF ($ 13.00 ( ) $ 34,320.00 ) Design Approval Subtotal ($ 50,577.55 )
Tax - 3.2 Mural Supplies (9.75%) ($ 544.66 )
27

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Design Approval Subtotal ($ 51,122.21 )
Description Quantity Unit Unit Cost Cost Total

4.0 50% Fabrication ($ 123,914.60)

4.1 50% Fabrication ($ 85,800.00 )
Richard Muro Salazar, Fabrication/Installation 6600 SF ($ 13.00 ( ) $ 85,800.00 )

4.2 Subcontracted Services ($ 23,398.98 )
State Farm, Insurance 1 LS ($ 4,919.00 ( ) $ 4,919.00 ) CW Bookkeeping, Bookkeeping Services 24 HR ($ 70.00 ( ) $ 1,680.00 ) Miguel Hernandez, Videographer 109 HR ($ 22.00 ( ) $ 2,399.98 ) Michael Joseph Connors, Assistant Artist 1 180 HR ($ 40.00 ( ) $ 7,200.00 ) Mauricio Ortiz, Assistant Artist 2 180 HR ($ 40.00 ( ) $ 7,200.00 )

4.3 Mural Supplies ($ 13,408.31 )
Richard Muro Salazar, Mural Supplies 1 ALLOW ($ 13,346.16 ) ($ 13,408.31 ) 50% Fabrication Subtotal ($ 122,607.29 )
Tax - 4.3 Mural Supplies (9.75%) ($ 1,307.31 )
50% Fabrication Subtotal ($ 123,914.60 )
Description Quantity Unit Unit Cost Cost Total

5.0 100% Fabrication ($ 58,658.15)

5.1 100% Fabrication ($ 34,320.00 )
Richard Muro Salazar, Fabrication/Installation 2640 SF ($ 13.00 ( ) $ 34,320.00 )

5.2 Subcontracted Services ($ 15,741.39 )
State Farm, Insurance 1 LS ($ 3,281.33 ( ) $ 3,281.33 ) CW Bookkeeping, Bookkeeping Services 18 HR ($ 70.00 ( ) $ 1,260.00 ) Miguel Hernandez, Videographer 73 HR ($ 22.00 ( ) $ 1,600.06 ) Michael Joseph Connor, Assistant Artist 1 120 HR ($ 40.00 ( ) $ 4,800.00 ) Mauricio Ortiz, Assistant Artist 2 120 HR ($ 40.00 ( ) $ 4,800.00 )

5.3 Mural Supplies ($ 7,833.04 )
Richard Muro Salazar, Mural Supplies 1 ALLOW ($ 7,833.04 ( ) $ 7,833.04 ) 100% Fabrication Subtotal ($ 57,894.43 )
Tax - 5.3 Mural Supplies (9.75%) ($ 763.72 )
100% Fabrication Subtotal ($ 58,658.15 )
Description Quantity Unit Unit Cost Cost Total

6.0 Project Acceptance ($ 7,337.34 )

6.1 Project Acceptance ($ 720.00 )
Richard Muro Salazar, Fabrication 16 HR ($ 45.00 ( ) $ 720.00 )

6.2 Subcontracted Services ($ 4,468.16 )
State Farm, Insurance 1 LS ($ 828.20 ( ) $ 828.20 )
CW Bookkeeping, Bookkeeping Services 12 HR ($ 70.00 ( ) $ 840.00 ) Miguel Hernandez, Videographer 18 HR ($ 22.00 ( ) $ 399.96 ) Michael Joseph Connor, Assistant Artist 1 30 HR ($ 40.00 ( ) $ 1,200.00 ) Mauricio Ortiz, Assistant Artist 2 30 HR ($ 40.00 ( ) $ 1,200.00 )

6.3 Mural Supplies ($ 1,958.25 )
Richard Muro Salazar, Mural Supplies 1 ALLOW ($ 1,958.25 ( ) $ 1,958.25 ) Project Acceptance Subtotal ($ 7,146.41 )
Tax - 6.3 Mural Supplies (9.75%) ($ 190.93 )
Project Acceptance Subtotal ($ 7,337.34 )
Description Quantity Unit Unit Cost Cost Total

7.0 Contingency ($ 6,617.34 )

7.1 Subcontracted Services ($ 4,468.16 )
State Farm, Insurance 1 LS ($ 828.20 ( ) $ 828.20 )
CW Bookkeeping, Bookkeeping Services 12 HR ($ 70.00 ( ) $ 840.00 ) Miguel Hernadez, Videographer 18 HR ($ 22.00 ( ) $ 399.96 ) Michael Joseph Connor, Assistant Artist 1 30 HR ($ 40.00 ( ) $ 1,200.00 ) Mauricio Ortiz, Assistant Artist 2 30 HR ($ 40.00 ( ) $ 1,200.00 )

7.2 Mural Supplies ($ 1,958.25 )
28

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Richard Muro Salazar, Mural Supplies 1 ALLOW ($ 1,958.25 ( ) $ 1,958.25 ) Contingency Subtotal ($ 6,426.41 )
Tax - 7.2 Mural Supplies (9.75%) ($ 190.93 )
Contingency Subtotal ($ 6,617.34 )
29

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PARCHESTER VILLAGE MURAL PROJECT Updated: 10/20/2022
88 PANELS (13200 SQUARE FEET)

PROJECT ADMINISTRATION BUDGET ESTIMATE

PROJECT ADMINISTRATION BUDGET SUMMARY ESTIMATE

1.0 Concept Design ($ 6,912.00 )

2.0 Design Drawings ($ 6,912.00 )

3.0 Design Approval ($ 13,824.00 )

4.0 50% Fabrication ($ 20,736.00 )

5.0 100% Fabrication ($ 13,824.00 )

6.0 Project Acceptance ($ 3,456.00 )

7.0 Contingency ($ 3,456.00 )
TOTAL PROJECT ADMINISTRATION BUDGET ($ 69,120.00)

PROJECT ADMINISTRATION DETAIL
Description Quantity Unit Unit Cost Cost Total

1.0 Concept Design ($ 6,912.00 )

1.1 Project Administration ($ 6,912.00 )
Richard Muro Salazar, Project Manager 192 HR ($ 36.00 ( ) $ 6,912.00 )

2.0 Design Drawings ($ 6,912.00 )

2.1 Project Administration ($ 6,912.00 )
Richard Muro Salazar, Project Manager 192 HR ($ 36.00 ( ) $ 6,912.00 )

3.0 Design Approval ($ 13,824.00)

3.1 Project Administration ($ 13,824.00 )
Richard Muro Salazar, Project Manager 384 HR ($ 36.00 ( ) $ 13,824.00 )

4.0 50% Fabrication ($ 20,736.00)

4.1 Project Administration ($ 20,736.00 )
Richard Muro Salazar, Project Manager 576 HR ($ 36.00 ( ) $ 20,736.00 )

5.0 100% Fabrication ($ 13,824.00)

5.1 Project Administration ($ 13,824.00 )
Richard Muro Salazar, Project Manager 384 HR ($ 36.00 ( ) $ 13,824.00 )

6.0 Project Acceptance ($ 3,456.00 )

6.1 Project Administration ($ 3,456.00 )
Richard Muro Salazar, Project Manager 96 HR ($ 36.00 ( ) $ 3,456.00 )

7.0 Contingency ($ 3,456.00 )

7.1 Project Administration ($ 3,456.00 )
Richard Muro Salazar, Project Manager 96 HR ($ 36.00 ( ) $ 3,456.00 ) 30

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For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT 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, Contractor shall be compensated as provided below.

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

City of Richmond
Richmond, CA 94804-0046

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

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

EXHIBIT D

GENERAL CONDITIONS

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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.

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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:

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

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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.

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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.

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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.

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.

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

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.

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

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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.

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.

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For the Contract between the City of
Richmond and

EXHIBIT E

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

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For the Contract between the City of
Richmond and

EXHIBIT F

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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing 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, 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.

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) including coverage for bodily and personal injury, property damage, and products and completed operations.

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 coverage.

5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.

6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)

7. Contractor’s Pollution Liability (if applicable for Construction Contractors) 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 SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. 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.

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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011

PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)

Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).

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.

Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.

The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.

Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:

HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.

Same limits as General Liability.

Required Policy Conditions
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.

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 but not limited to 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. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

Page 765 of 2052 ends

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
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 and Builder’s Risk/ Course of Construction coverage 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.

Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.

SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:

1. A Bid bond

2. A Performance Bond

3. A Payment Bond
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.

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 nonrenewed, 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.

Page 766 of 2052 ends

Richmond City CouncilDecember 20, 2022

Richmond City Council
December 20, 2022