Richmond City Council
February 28, 2023

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.

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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:

B y :

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

B y :

B y : T i t l e :

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

LIST OF ATTACHMENTS:

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

February 22, 2023
City of Richmond
Attn: Nickie Mastay, Deputy City Manager
450 Civic Center Plaza
Richmond, CA 94804
Re: Request for Proposal Teambuilding and Strategic Planning Dear Ms. Mastay,
It is with great pleasure that The Pivotal Group Consultants, Inc. (TPG), submit a proposal for services in response to the &LW\RI5LFKPRQG¶V Request for Proposal (RFP). With more than 40 years of combined experience working in and with governmental agencies and nonprofit organizations, we are excited to partner with the City of Richmond in updating the future strategic direction for the City and facilitating teambuilding with the new City Council. TPG is able to meet the terms and conditions in the RFP, including insurance requirements, Sanctuary City Compliance Statement, and the sample Standard Service Agreement. Our proposed price will be valid for a period of at least 180 days. We are very excited about what this project will do to collaboratively guide the strategic and business planning of the City, ultimately serving the needs of your stakeholders and community in a more efficient and effective manner.

TPG is a minority owned California based consulting firm providing strategic planning, leadership development, board development, executive coaching, and other specialized services to meet individual, team, and organizational needs. Dr. Lyn Corbett, President of TPG, will serve as the primary point of contact for the project and will work in collaboration with his team in conducting planning sessions, facilitating the teambuilding retreat, and producing materials for the final strategic framework document. Dr. Lyn Corbett along with his team of seven people bring a breadth of professional experience working with and advocating for various populations, public entities, and communities throughout California. TPG is based out of San Diego and has team members located in the Bay Area.

TPG has significant experience with local government and public sector institutions having worked with these entities since 2013. We have extensive background and familiarity providing expert strategic planning and facilitation services and we have significant experience working directly in communities throughout California. We have committed our work to helping institutions address challenges in innovative and creative ways. TPG has been committed to providing education, training, and research to build leaders and strengthen organizations that help meet critical community needs.

We assist with the creation and implementation of plans that strengthen long-term impact, maximize revenue, and identify and increase funding sources. TPG has experience with public, private, and nonprofit sector organizations, utilizing a comprehensive Strategic Planning Model to guide our strategic planning process, as it is the most in-depth tool for helping organizations adapt to a rapidly changing environment. This model allows organizations to respond swiftly and thoughtfully to challenges as they arise, even during the strategic planning process.

Exhibit A - Proposal
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City of Richmond Teambuilding and Strategic Planning

TPG has worked with a variety of public organizations to help them develop multi-year strategic plans. While each of these institutions has a unique mission and vision, they have all benefited from our approach for developing agile and flexible strategies as well as specific, clear, and measurable goals and metrics. We work with our clients to develop a strategic planning timeline that works for them.

Our clients have expressed high satisfaction with our services and the work we have done has contributed to increased individual leadership, team effectiveness, and improved organizational development. Last year over 80% of our clients were repeat or referral.

Some of our current and most recent strategic planning and leadership development clients include:
9 City of Hayward City Council (Teambuilding, coaching, and performance evaluations for City Attorney, City Clerk, and City Manager)
9 San Diego County Emergency Medical Services
9 Sonoma County Health and Human Services
9 Sonoma County Family Youth and Children Division
9 Circulate San Diego
9 Richmond Neighborhood Housing Services
9 The Salvation Army, San Diego Regional Office
9 Biocom California
9 Privacy Rights Clearinghouse
9 National Association for Public Health Statistics and Information Systems We have included a proposal that outlines our approach, anticipated timelines and costs, and deliverables that ultimately produce a strategic plan and teambuilding retreat that are meaningful, actionable, and aspirational. Also included is information regarding key personnel, firm qualifications, references, and a previously completed strategic plan to give an example of our work. We look forward to hearing from you.

Sincerely,
Lyn P. Corbett PhD
President | The Pivotal Group Consultants, Inc.

[email protected], (916) 420-0839
P.O. Box 212164 | Chula Vista, CA 91921
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City of Richmond Teambuilding and Strategic Planning

Table of Contents
Background and Project Summary ................................................................................................. 4 Methodology ................................................................................................................................... 5 Tasks Required from City Staff .................................................................................................. 9 Staffing and Timeline ..................................................................................................................... 9 Key Personnel Resumes ............................................................................................................ 10 Firm Qualifications and References .............................................................................................. 17 Copy of Previous Strategic Plan................................................................................................ 21 Exceptions to this RFP .................................................................................................................. 21 Statement of Impartiality and Disclosure ..................................................................................... 21 Schedule & Cost Information Table ............................................................................................. 21 Proposed Approach Timeline .................................................................................................... 21 Cost Information ....................................................................................................................... 21 DRAFT
City of Richmond Teambuilding and Strategic Planning

Background and Project Summary
TPG has extensive familiarity with the communities that the City of Richmond represents, having worked with both public sector and nonprofit organizations throughout California and in the Bay Area. This year we contracted with a nonprofit that works in Richmond (Richmond Neighborhood Housing Services) which deepened our familiarity with many stakeholders in the Richmond community. We have an appreciation and interest in working with dynamic cities prioritizing efforts to create thriving environments and we value government institutions with a vision to improve their impact.

TPG will provide the City of Richmond (the City) with teambuilding and strategic planning services. For the purposes of this project, the process is divided into phases that encompass the City¶VSURSRVHGVFRSHRIVHUYLFHV, including:
x Planning and facilitation of a teambuilding retreat for the new City Council. x Development of a formalized 5-year strategic roadmap plan, including agenda planning, pre-meeting research, meeting facilitation, and stakeholder interviews, surveys, and activities, a strategic roadmap plan written document and distributable format material, and plan implementation support including executive team coaching. x Planning and facilitation of bi-annual updates over 2 years after creation of the strategic plan
Each phase of our Strategic Planning process is designed to be collaborative with the City staff and key stakeholders. The first phases focus on gathering and analyzing data and feedback to establish the strategic direction. Continuous measurement, implementation, and monitoring activities are included throughout the project. The final phases focus on strategic plan measurement and implementation that culminates in specific and relevant objectives, goals, and NH\SHUIRUPDQFHLQGLFDWRUVLQWKHIRUPRID³URDGPDS´WKDWthe City can use to implement and monitor the strategic plan after the project itself concludes.

The final deliverables as listed include:
1) Teambuilding Retreat for the new City Council
2) Strategic areas of focus and priorities for the next five years. 3) Goals and objectives to meet identified priorities.
4) A Final Strategic Roadmap Report
5) Implementation Support including Executive Team Coaching 6) Bi-Annual updates over two years
Diversity Equity Inclusion and Belonging
We believe Diversity Equity Inclusion and Belonging (DEIB) should not be seen as a separate action but be embedded throughout the plan and seen as a common practice. We believe the case for diversity, equity, and inclusion extends beyond social and moral reasoning and organizational optics. Foremost, diversity has been associated with an improved learning environment for all learners. Awareness and appreciation for varied perspectives is developed after exposure to DRAFT
City of Richmond Teambuilding and Strategic Planning

diverse learning communities. Our strategic planning process will be embracing and inclusive and signal the City¶VFRPPLWPHQWWREHLQJLQFOXVLYH
Methodology
7KH3LYRWDO*URXS¶VVWUDWHJLFSODQQLQJSURFHVVGHP\VWLILHVVWUDWHJLFSODQQLQJDQGPDNHVLW understandable and accessible. This three-phase approach has been tested in hundreds of strategic planning efforts and provides a simple, flexible, and strategic approach to thinking, acting, and learning.

We believe that strategic planning is an essential component to guide the implementation of high quality, responsive, and timely activities that support the internal operations and growth of a strong community effort. Our model is a fluid, organic method that helps organizations and agencies identify, understand, and act on challenges and opportunities as they arise, even during the strategic planning process. Our model will effectively meet the needs of the City as it seeks to embrace team building amongst City Council and to identify goals and develop plans for growth while considering internal and external changes.

TPG is prepared to attend and facilitate workshops in-person as needed. Furthermore, we have resources and competencies for reaching and engaging the target populations. The TPG team has experience working with diverse and multicultural organizations and individuals. At TPG we pride ourselves on our ability to convene the right people in the room and facilitate an environment that encourages decision-makers, front-line staff, community beneficiaries, and thought-partners to answer challenging questions and dig deeper into effective goal setting and follow-through. All our clients²especially those who have brought us on as strategic planning partners²participate in this process first-hand.

Strategic Planning Phase One: Evaluate
Project Planning: Project Kick-Off & Organization, Community & Industry Data Collection Timeline: March ± May 2023
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City of Richmond Teambuilding and Strategic Planning

Primary Personnel Responsible: Dr. Lyn Corbett
The first phase is to identify the strategic direction of the City. This phase is tactical in nature and will provide data in order to assess the CiW\¶VLQIUDVWUXFWXUHSURJUDPVDQGVHUYLFHVWR discuss the planning approach, and to develop a timeline for the strategic planning process and establish expectations. Meetings include guided discussions regarding City mission, vision, and values and strategic priorities to identify challenges and opportunities and validate data and feedback. This process will be used to develop strategies to promote overall planning and sustainability.

Key components of this stage include:
x Strategic Planning Kickoff ± Convene stakeholders identified by the City to participate in a project kick-off meeting facilitated by TPG.
x Project Management & Weekly Meetings ± Conversations with senior leadership as well as with a variety of interested parties to gain an understanding of the organizational culture, and to identify the key questions for the planning process. x Capacity Assessment Tool ± Measure institutional core capacities such leadership, management, and technical. This level of detailed analysis will provide a strong foundation for the subsequent phases.
x Phase 1 Conclusion ± Meeting with the strategic planning committee and other identified key individuals to discuss findings and next steps.

Deliverables: Strategic kickoff meeting, facilitated planning meetings, capacity assessment results, and draft agenda for the Phase 2 Strategic Planning phase.

Strategic Planning Phase Two: Validate
Discover & Assess: Research, Assessment, Interviews and Surveys Timeline: March 2023
Primary Personnel Responsible: Dr. Lyn Corbett
Phase 2 builds on the information gathered during Phase 1 with a focus on gathering data from key stakeholders. TPG believes strategy always begins with an understanding of the RUJDQL]DWLRQ¶VFRUHLGHQWLW\DQd seeks to leverage its core strengths and qualities to be most effective. We prioritize community engagement and participation through direct outreach during this phase. Combining both qualitative and quantitative approaches will provide a strong foundation for the completion of this project.

Key components of this stage include:
x Document Synthesis ± Gathering and reviewing City documents (including previous City reports and plans) to assess the City infrastructure, programs, and services. x City Council Interviews and Survey ± TPG will conduct 7 interviews with City Council members and conduct 1 survey for Council members
x City Executive Team Focus Group ± TPG will facilitate 1 focus group with the City executive team
x Community Survey ± TPG will administer 1 Community Survey DRAFT
City of Richmond Teambuilding and Strategic Planning

x Community Town Hall ± TPG will conduct up to 3 community pop-up events x Compile Data and Research ± TPG will analyze the findings from the above activities for common themes and meet with the City to discuss the findings and next steps.

Deliverables: Document synthesis, stakeholder interviews and surveys, focus group, community events, and summary report
City Council Teambuilding & Strategic Retreat
Timeline: April 2023
Primary Personnel Responsible: Dr. Lyn Corbett
(IIHFWLYHUHWUHDWVDUHFXVWRPL]HGWRDQRUJDQL]DWLRQ¶VFXOWXUHWHDPG\QDPLFVGHYHORSPHQW QHHGVVWUDWHJLFLVVXHVDQGSULRULWLHV,GHQWLI\LQJWKHUHWUHDW¶VWRNH\REMHFWLYHVLVDFULWLFDO starting point. TPG can custom design a retreat planning process that provides a combination of one-on-one confidential interviews, documentation review, team observations, and/or surveys.

This approach will be structured around WKH&LW\¶VLQWHQWWREXLOGDVROLGIRXQGDWLRQIRUVWURQJ working relationships among the new City Council, including insight into each Council member as individuals and their decision-making process. Planning outcomes include:

1. A range of customizing options to tailor the retreat to the &LW\&RXQFLO¶V unique needs and objectives as elected officials by integrating leadership behaviors/skills, management processes/systems, and culture development.

2. Interviews and or surveys with City Council members and staff in order to VXSSRUWDPRUHEDODQFHGGLVFXVVLRQEDVHGRQREMHFWLYHGDWDRIHYHU\RQH¶V perspective rather than a few of the most vocal or powerful participants, ensuring that all voices are heard.

3. A planning process that promotes increased communication and teamwork, building a consensus/engagement and implementation plan for a positive team dynamic.

TPG can provide onsite retreat activities and facilitation, including pre-work and post-work. TPG can administer The Five Behaviors of a Cohesive Team assessment-based learning experience designed to help individuals and organizations reveal what it takes to build a truly cohesive and effective team in the most approachable, competent, and effective way possible. Additionally, TPG can provide ongoing support to follow up on the retreat process. Retreat facilitation outcomes include:

1. A highly energizing and engaging teambuilding retreat for City Council members tailored to building a solid foundation for strong working relationships among the new Council.

2. Introduction to a team assessment-based learning experience designed to help individuals and organizations reveal what it takes to build a truly cohesive and effective team in the most approachable, competent, and effective way possible.

3. Documented retreat activities, including those that represent the City interests, positions, and/or recommendations.

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City of Richmond Teambuilding and Strategic Planning

Strategic Planning Phase Three: Integrate
Draft Plan & Staff Engagement and Work Plans & Budget Integration: Strategic Action Plan Development, Final Strategic Roadmap Report
Timeline: April ± June 2023
Primary Personnel Responsible: Dr. Lyn Corbett
Phase three will entail completing all identified deliverables and presenting draft and final strategic plans and engaging City leadership and staff around strategies to keep the strategic plan a document that can be used as a vehicle to increase the CiW\¶VUHDFKDQGLPSDFWLQ\HDUVWR come.

Key components of this stage include:
x Strategic Action Plan Meetings ± TPG will draft project lists in collaboration with Department Heads who will identify priority areas to produce a strategic action plan (identifying intermediate goals, responsibilities, activities, and timelines) to be included in the final strategic plan document. Department heads will meet 1-2 times during phase 3 and utilize tools that address the priorities facing the City. TPG will facilitate as needed.
x Staff Engagement ± TPG will facilitate 3 City staff engagement activities during this phase and provide a key themes summary report.
x Work Plans & Budget Integration ± TPG will facilitate a work plan and metrics workshop with City Executive team including budget integration action. x Finalized Strategic Roadmap Report ± This full strategic plan will include all the content developed on the Strategic Action Plans as well as metrics/outcome measures.

The document includes the mission, vision, values and the high-level strategy goals and objectives. We work with a graphic designer to develop a document that is visually impactful and will create distributable format materials for City staff and the community, including multi-lingual materials.

SAMPLE: STRATEGIC ACTION PLAN TEMPLATE
OVERALL STRATEGY: These strategic pillars have been selected by the Strategic Planning Committee in response to the qualitative and quantitative data and research gathered throughout the strategic planning process so far.

GOALS OBJECTIVES ACTIVITIES MEASUREMENTS
Goals are long-range
and more general broad
statements that express
the desired results
under the overall
strategy.

Describe here key goals
in a clear, concise, and
measurable manner
based on the overall
strategy.

Objectives are short-
range milestones and
describe the results or
to be achieved.

Ensure objectives are
relevant to the goal.

Activities are the tasks
that accomplish the
objectives. Completion
of activities means the
objective is achieved.

Describe here coherent,
specific steps that must
be taken to reach the
objectives as well as
the responsible parties.

Measurements express
the desired qualities
and quantities and the
expected results.

Ensure metrics are
numeric and detailed; it
is also possible to
include timelines.

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City of Richmond Teambuilding and Strategic Planning

Deliverables: Strategic action plan meetings, staff engagement activities, Executive team workshop and budget integration, draft and final Strategic Roadmap Report, Strategic Plan tracking plan
Implementation Support
Develop Implementation Plans
Timeline: July-December 2023
Primary Personnel Responsible: Dr. Lyn Corbett
Key to successful strategic planning is implementation. During this time TPG will engage with staff regarding strategies to keep the strategic plan a document that can be used as a vehicle to increase the Cit\¶VUHDFKDQGLPSDFW TPG will work to help codify continued staff input and TPG will provide recommendations for a strategic planning tracking software platform.

Additionally, we will provide executive team coaching for 3 division managers and 10 management leadership team members (up to 3 sessions each.) Deliverables: Codification of continued staff input, strategic planning tracking platform recommendations, executive coaching for 13 people, implementation plan and support, FY24- FY25 consulting support
Tasks Required from City Staff
Throughout this project we require a contact within City staff for our team to be able to reach out to with questions and to provide support with scheduling meetings and collecting and providing us with relevant support documents.

Staffing and Timeline
73*¶Vkey asset is our highly skilled core team members who have worked together for many years. Collectively, our team brings our training in leadership, strategic planning, staff and community engagement, research, and evaluation to every engagement. Our team is made up of researchers, professors, nonprofit and public service practitioners, and leadership theory experts who have extensive experience with helping organizations develop and implement strategic plans. The outstanding quality of our work has been recognized locally, nationally, and internationally including by the International Economic Development Council.

Dr. Lyn Corbett, President, will serve as the primary point of contact for the project. Lyn has over 20 years of experience working with organizations across the country to help increase their mission-driven impact and expand their community reach. Lyn has led strategy and development projects with the City of San Diego, the University of San Diego as well as myriad other government and nonprofit institutions. Lyn teaches Leadership, Strategic Planning and Strategic Management classes at the University of San Diego and Point Loma University. Previously, Lyn was the Director of the Office of Youth Development for the City of Sacramento. Lyn holds a PhD in Leadership Studies from the University of San Diego. He has an MA in Public Administration with an emphasis in Nonprofit Management from New York University. He is a DRAFT
City of Richmond Teambuilding and Strategic Planning

Certified Governance Trainer with BoardSource, a Leadership Challenge Certified Facilitator, an Everything DiSC Workplace Certified Facilitator, a Gallup Strengths Certified Coach, and a member of the International Coaching Federation.

Dr. Takisha Corbett, Director of Organization Development and Assessments, has extensive research qualifications that contribute to her work in planning sessions, reviewing, assessing, and evaluating industry-specific research. She has extensive leadership and business experience and understands the importance of organizational development as foundational to ensuring overall organization success. She excels at developing systemic practices that seamlessly integrate data collection, daily processes, and analysis of outcomes. Using real time data, she has guided individuals and organization to make strategic decisions to accomplish mission-centered goals. 7DNLVKD¶VEDFNJURXQGDQGH[SHULHQFHDVDFOLQLFDOSV\FKRORJLVWXQLTXHO\TXDOLILHVKHUWRXVH theoretical applications in a meaningful and impactful way. More and more, psychologists are being used to evaluate company goals, work strategies, and employees to assess areas and tools for improvement. Takisha holds a PhD in Psychology from Fuller Graduate School of Psychology, an MA in Psychology from Pepperdine University, and an MA in Theology from Fuller Theological Seminary.

Kirsten Navis, Consultant, is a lead consultant with TPG and has been with the firm since 2018. She has over a decade of experience in the nonprofit sector and in multi-cultural/national contexts across consulting, organizational development, fundraising, and international development. She has a strong commitment to cultivating inclusion and building multicultural workplaces. At TPG she facilitates client strategy sessions, analyzes qualitative and quantitative data while applying theoretical framework to identify gaps, evaluate problems and synthesize recommendations. She also researches sector-specific information and helps develop strategies and action plans for clients. Over the last four years she was a key consultant in facilitating the development of strategic plans for institutions across the country. She has helped clients to realize planning goals through research and facilitation, as well as producing material for final strategic plan documents. Kirsten holds an MA in Nonprofit Leadership and Management from the University of San Diego.

Key Personnel Resumes
See the following six pages below for key project personnel resumes.

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City of Richmond Teambuilding and Strategic Planning

DR. LYN PRICE CORBETT, PHD P. O. Box #212164, Chula Vista CA 91921 916.420.0839 y [email protected]
DR. LYN PRICE CORBETT, PHD
P. O. Box #212164, Chula Vista CA 91921
916.420.0839 y [email protected]

EXECUTIVE PROFILE
Visionary and goal-oriented professional with broad-based experience in leading private and nonprofit organizations to achieve mission-oriented goals; complemented with expertise in program development, implementation, evaluation and strategy development, and community relationship management.

AREAS OF EXPERTISE
Leadership Development
Strategic Planning
Research and Evaluation
Community Outreach and Engagement
Talent Development
Impact Evaluation
Fund Development
Organizational Capacity Building
THE PIVOTAL GROUP CONSULTANTS INC. | SAN DIEGO, CA
PRESIDENT JUN 2012 ² PRESENT
à Provide organizational development consulting services to new and established organizations spanning public agencies, nonprofit organizations, private businesses, and foundations.

KEY HIGHLIGHTS
9 Facilitated strategic planning and organizational development efforts for local, regional, and national organizations with a focus on capacity building and increasing community presence. 9 Assisted various organizations in attaining more than $6M in grants that improved overall organizational position and increased the capacity to deliver additional high-quality local and statewide programs and services.

THE UNIVERSITY OF SAN DIEGO, THE NONPROFIT INSTITUTE | SAN DIEGO, CA DIRECTOR OF GOVERNANCE AND COMMUNITY PROGRAMS JUN 2016 ² PRESENT à Develop and implement the community-based learning and training programs by partnering with internal and external stakeholders to increase the impact of the sector. Collect, analyze, and present annual findings of the state of San DiegR·VQRQSURILWVHFWRUDVZHOODVNH\WUHQGVDQGSHUVSHFWLYHVIURPOHDGHUVin nonprofits and philanthropy.

Key Highlights
9 Developed and implemented innovative outreach strategies and community programming, including several high-impact programs, a methodology for participation, program design, and implementation. 9 Developed a comprehensive award-winning program design that incorporated cohort model programs, large scale training events and cross-sector partnerships.

CENTER OF PRAISE MINISTRIES, INC. | SACRAMENTO, CA
CHIEF ADMINISTRATIVE OFFICER JUN 2010 ² JUN 2015
à Provide overall strategic, fiscal, and operational direction to organization leadership, and staff, of a 25-year- old faith-based community organization.

KEY HIGHLIGHTS
9 Successfully redefined the organization·s mission and vision to support the rollout of an integrated growth strategy to improve community partnerships and services across multiple locations. o Created volunteer training programs and increased volunteer base by 40%, resulting in more than 1,200 volunteers serving annually.

PROFESSIONAL EXPERIENCE
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City of Richmond Teambuilding and Strategic Planning

9 Developed and launched media and technology strategy to advance all aspects of organizational outreach and communication, ultimately raising organizational presence and influence locally and nationally.

THE CITY OF SACRAMENTO³OFFICE OF YOUTH DEVELOPMENT | SACRAMENTO, CA DIRECTOR DEC 2007² OCT 2010
à Recruited as the first Director of the Office of Youth Development in charge of formulating and promoting city policies for youth welfare and establishing community-based partnerships to ensure the successful implementation of youth development initiatives.

KEY HIGHLIGHTS
9 Developed and implemented a city policy that enabled volunteerism among city employees for up to 40 hours annually to mentor children and youth in local public schools. 9 Established grant opportunities and structures that included distributing $1.5M in grants for new and innovative programs for youth and families throughout Sacramento.

ADDITIONAL EXPERIENCE
SIERRA HEALTH FOUNDATION | SACRAMENTO, CA
CONSULTANT AND LEAD FACULTY ² SIERRA HEALTH FOUNDATION OCT 2014 ² MAY 2018 à Developed and implemented a 12-month Health Leadership Program with the University of San Francisco School of Management and UC Davis Institute of Health Population Management focused on developing nonprofit leadership in organizations working to improve community health while reducing health disparities through organizational capacity building and policy change. à Provided leadership and support for the Community Responsive Grant Program including identifying potential grantees, reviewing grant proposals, and presenting recommendations. Also provided expertise for crucial priority areas impacting communities of color: Black Infant Child Death Prevention, My Brother·s Keeper ² Sacramento, Asthma Mitigation Project.

SACRAMENTO RESPITE COLLABORATIVE | SACRAMENTO, CA
GRANT MAKING AND EVALUATION COMMITTEE CHAIR FEB 2012 ² JAN 2015 à Served as Chairperson of a regional foundation workgroup responsible for providing technical support on funding priorities, program evaluation, and impact analysis. à Set direction for funding allocation of $5M to increase mental health service options for alternatives to hospitalization for community members experiencing a mental health crisis.

EDUCATION

PHD, ORGANIZATIONAL LEADERSHIP AND CONSULTING | UNIVERSITY OF SAN DIEGO, CA DISSERTATION: THE STRENGTHENING OF CIVIL SOCIETY: NONPROFIT CAPACITY BUILDING IN THE CITY OF SAN DIEGO [2020]
MASTER OF PUBLIC ADMINISTRATION IN NONPROFIT MANAGEMENT | New York University, New York, NY [1997]
BACHELOR OF SCIENCE IN CRIMINAL JUSTICE | 6DLQW-RKQ·V8QLYHUVLW\4XHHQV1< [1993]

HONORS AND CERTIFICATIONS
Cornell University Diversity and Inclusion Certificate [ANTICIPATED, APRIL 2021] California Assembly Member Dr. Shirley N. Weber Volunteer of the Year Award [2020] ACC Certified Coach, International Coaching Federation [2020] Adjunct Faculty Member of the Year, University of San Diego, [2019] University of Cambridge ² Learn to Lead Program, Leadership Fellow [2017] DRAFT
City of Richmond Teambuilding and Strategic Planning

DR. TAKISHA CORBETT, PHD
P. O. Box #212164, Chula Vista CA 91921
(916) 606-8717 [email protected]
California Clinical Psychology License: PSY31413
Registered Health Service Psychologist #57061

EDUCATION
Fuller Graduate School of Psychology (APA Accredited) (Sept 2009 ± Sept 2016) Fuller Theological Seminary, Pasadena, California
Degree: M.A. Psychology
Degree: M.A. Theology
Degree: Ph.D. Psychology
Pepperdine University, Los Angeles, California
Degree: M.A. Psychology
California State University, Fullerton, Fullerton, California Degree: B.A. Psychology

LICENSED CLINICAL PSYCHOLOGIST & OTHER OCCUPATION EXPERIENCE Senior Mental Health Clinician (April 2022 ± Present)
Long Beach City College District
x Provides lead direction, consultation, training and supervision to staff and interns; evaluates the work of assigned technical and support staff; administers specified program area; provides education and consultation to assigned staff, students, faculty, community agencies and the public; participates in quality assurance/peer review functions; provides direction for mental health services and related campus activities.

Clinical Psychologist (April 2020 ± Present)
Pacific Neurobehavioral Clinic, PC
x Therapy. Provide indi vidual short-term and long-term treatment to adults including college students, active -duty military, veterans, and older adults. Perform initial screening and assessments, diagnostic formulation (DSM 5), and develop treatment plans. x Testing. Administer psychological and neuropsychological batteries to individuals referred for diagnostic clarification, ADHD screening, learning disorders, and screening assessment of neurocognitive functioning. Assessments included clinical interviewing; administration, scoring, and interpretation of psychological and neuropsychological batteries; integration of test results with medical record data, current research literature, consultation with medical providers, and DSM 5 diagnostic criteria. Provided feedback and consultation as needed to the referring psychiatrist or physician.

Health Educator 3 (October 2019 ± Present)
University of California, San Diego: School of Medicine, Department of Pediatrics DRAFT
City of Richmond Teambuilding and Strategic Planning

x Provide direction and oversight for NIH funded grant exploring clinical interventions to improve pediatric obesity treatment outcomes (Rhee: R01DK106157). Provided clinical supervision of treatment interventions (group treatment and family coaching); lead group treatment; developed, trained, and supervised qualitative analysis of video coding on parent- child feeding behaviors.

Director of Organization Development and Assessments (January 2014 ± Present) The Pivotal Group Consultants, Inc.
x Provide direction and unique design for change process for organization development, training, and leadership development. Work with organizations to define clear objectives and identify appropriate assessment tools to support short and long-term goals. Provide executive coaching to individuals, business owners, managers, project leaders, executives, senior leadership members, and board members.

Program Operations Manager (January 2004 ± June 2009)
Boys Town California, Inc., Los Angeles and Orange County, California x Oversaw all Boys Town California program operations in Los Angeles and Orange Counties including In-Home Family Services, Treatment Family Homes, and Intervention and Assessment Service Centers providing treatment to underserved youth and families; served more than 600 youth and families per year. Provided clinical oversight on youth and family treatment plans across all programs, using cognitive and behavioral interventions, goal setting strategies, and outcome measurements.
x Provided consultation and support to Program Directors to ensure quality clinical outcomes with at risk youth and families, effective staff development, adherence to annual budget, and compliance with all licensing and contracting agency regulations. x Designed and implemented annual training and education plan.

VOLUNTEER ACTIVITIES
x Voting Member of the Chula Vista Police Department Chief's Community Advisory Committee, 2017-present
x Delta Sigma Theta Sorority, Inc., A service sorority, 1996-present x Board Member, South Central Los Angeles Regional Center, Friends of SCLARC, 2009- 2013
x 6DUDK¶V'DXJKWHUV$)DLWK-Based Mentoring Program, 2005-2011 x Big Brother Big Sister of Los Angeles and Inland Empire, 2001-2008 DRAFT
City of Richmond Teambuilding and Strategic Planning

Kirsten Bolter Navis Alameda, California
262-672-3982 | [email protected]

EDUCATION
University of San Diego Graduate School of Leadership and Education Sciences San Diego, CA
Master of Arts in Nonprofit Leadership and Management (2017) Houghton College
Houghton, NY
Bachelor of Arts in International Relations, Minor in Islamic Studies (2010)

EXPERIENCE
The Pivotal Group Consultants, Inc., Remote/San Diego, CA/Washington, DC/Alameda, CA, Consultant (Nov 2018-Present)
x Met and collaborated with clients and external vendors while representing TPG to developed multi-year strategic plans for nonprofit client organizations x Facilitated board and leadership meetings and team retreats x Developed content for team building presentations and activities x Crafted surveys for staff, board, and external stakeholders; analyzed qualitative and quantitative data while applying theoretical frameworks to identify gaps, evaluate problems, and synthesize recommendations
x Researched sector specific information and wrote literature reviews to drive recommendations and conclusions; developed strategies and action plans for clients; drafted and designed content for final products
x Wrote bids and applications for approved contractor status for California municipal and county government which were awarded
x Evaluated, scored, and recommended grantee applications on behalf of client foundations x Managed the planning process and project timelines for the TPG team x Recent clients include national and regional industry associations such as Sacramento Steps Forward, Richmond Neighborhood Housing Services, Circulate San Diego, Biocom, Privacy Rights Clearinghouse, and Public Health Alliance.

Univ. of San Diego Nonprofit Leadership and Mgmt. Program, San Diego, CA, Graduate Student Consultant (Aug 2015-May 2017)
x Consulted with several local nonprofits to produce various deliverables including board manuals, by-law revisions, financial risk and opportunities assessments, volunteer program assessments, marketing and fundraising plans, performance management designs, strategic framework reports, etc.

San Diego River Park Foundation, San Diego, CA, Administrative Associate (Jan 2016-Sept 2017)
x Processed all donations and grants in DonorPerfect, generated membership renewal notices, donor receipts, and recognition/appreciation documents x Prospected potential grants and foundations, tracked proposal and reporting deadlines x Database processing and cleaning of donor tracking system DRAFT
City of Richmond Teambuilding and Strategic Planning

x Filed annual property tax statements for foundation land acquisitions Mennonite Central Committee, Santa Cruz, Bolivia, Connecting Peoples Facilitator (Oct 2011-Jan 2015) and Field Office Accountant (June 2014-Jan 2015) x Recruited, supervised, and mentored an international team of 5 junior staff (and grew it to 7) who were seconded to local partner organizations
x Designed and implemented on-boarding and off-boarding orientations and de-briefing sessions for all incoming and outgoing staff, provided HR support for team x Developed objectives, tracked, and measured impacts for three-year project plan, allocating and managing its $130k annual budget, which was used as a regional best practice model for projects focused on peacebuilding, advocacy, and intercultural exchange
x Planned and coordinated professional development meetings and retreats to foster worker self-care and facilitate constructive relationships in a multicultural and bilingual team x Provided financial accounting for the Bolivia field office to balance the $770k annual country program budget and reconcile expense reports for 24 workers KIPP DuBois Collegiate Academy, Philadelphia, PA, Academic Support (Sep 2010-June 2011) x Provided individual and group-based supplemental learning support to students x Input and analyzed benchmark data, consolidated, and reported results to administrators Hope Refugee Services, Buffalo, NY, Refugee Case Worker/ESL Co-Teacher (May-Aug 2009) x Advocated and mediated for refugees between social services, healthcare providers, landlords, telecommunications providers, and various businesses x Co-taught an 8th grade ESL summer school program through Buffalo Public Schools Food for the Hungry International, Apac, Uganda, Junior Project Officer (Oct 2008) x Conducted a community needs assessment through qualitative and quantitative research x Surveyed Food )RUWKH+XQJU\,QWHUQDWLRQDO¶VFKLOGGHYHORSPHQWSURJUDPVLQWZRUXUDO communities
SKILLS
x Managerial and leadership experience in cross-cultural, multi-lingual contexts x Training with CliftonStregnths Coaching
x Customer service, interacting with high-level donors, and managing client relationships x Data gathering, manipulation, and presentation using Survey Monkey and Excel x Fluency in Microsoft Access, Powerpoint, DonorPerfect, SmartSheet, Google Drive, FasWin accounting software, multiple video conferencing platforms x Grant writing, grantmaking and evaluating
x Event planning, organization, and logistics for large groups of people in multicultural contexts
DRAFT
City of Richmond Teambuilding and Strategic Planning

Firm Qualifications and References
TPG LVDOHDGLQJFRQVXOWLQJ¿UPSURYLGLQJassessments, leadership development, strategic planning, executive coaching, and other specialized services since 2013. We accelerate individual, team, and organizational needs that supply the right combination of ideas and expertise to guide our clients to build on their strengths, navigate obstacles, and meet their mission. We have over a decade of experience working with government entities. The following four tables provide references and examples of work we have completed that are of similar scope to this RFP.

Key Staff:

Dr. Lyn Corbett and Kirsten Navis
Project #1 Reference #1
Company Name
San Diego County Emergency Medical
Services Office/ CAL Fire
Project Contact Name:

Jeff Colins
Project Name & Contract Amount
Strategic Plan, $87,000
3URMHFW&RQWDFW¶V5ROH7LWOH

Director
Project Start Date (Month, Day, Year)
June 1, 2022
Phone Number & Email Address
619-339-0283, [email protected]
Project End Date (Month, Day, Year)
November 5, 2022
Address:
5560 Overland Ave Suite 400,
San Diego, CA 92123
Organization employee count:
~100 (including County Office and CAL Fire)
Quantity of conducted information-gathering
sessions that generated feedback on
projects with government entity Staff:
15+ staff or steering committee meetings
30+ stakeholder interviews/focus groups
~950 stakeholder surveys
Established Strategies that increased
participation with the State workforce and/or
facilitated in change management:
x Review of current EMS Office
practices, processes, and activities.
x Where the EMS Office is headed in the
next five ± ten (5-10) years.
x How the EMS Office can evolve to
bring innovative vision and leadership
to the EMS community.
x Facilitated interviews/discussions with
stakeholders
x See attached outward facing strategic
plan for specific strategies developed
during this project
Description of training workshops that were
facilitated and coordinated for leadership
teams related to Strategic Plan
implementation and ongoing monitoring:
x With the help of County staff input,
developed the EMS organizational
mission, vision, and values statements.
x Administered an Employee
Engagement Survey
x With the help of County staff and
stakeholder input, create an EMS
strategic plan to include goals,
framework, and measurable objectives
and operationalizing companion
document
Description of relevant experience:

DRAFT
City of Richmond Teambuilding and Strategic Planning

The strategic planning process used a highly collaborative, multi-phase approach which allowed us to hear from stakeholders, evaluate internal capacity and external context, and strategize future goals, objectives and activities. The initial steps focused on gathering and analyzing data and feedback to identify critical issues. We then focused on strategic workshopping that culminated in specific and relevant goals and objectives in the form of a roadmap that the County Emergency Medical Services Office will use to implement and monitor future activities.

Key Staff:

Dr. Lyn Corbett and Kirsten Navis
Project #2 Reference #2
Company Name
Privacy Rights Clearinghouse
Project Contact Name:

Meghan Land
Project Name & Contract Amount
Strategic Plan, $15,000
3URMHFW&RQWDFW¶V5ROH7LWOH

Director
Project Start Date (Month, Day, Year)
4/13/2019
Phone Number & Email:
(619) 298-3396, [email protected]
Project End Date (Month, Day, Year)
7/7/2020
Address:
https://privacyrightsclearinghouse.org/
Organization employee count:
~10 (including staff and board)
Quantity of conducted information-gathering
sessions that generated feedback on
projects with government entity Staff:
15+ staff or board committee meetings
8+ stakeholder interviews/focus groups
~190 stakeholder surveys
Established Strategies that increased
participation with the State workforce and/or
facilitated in change management:
x Review of current organization
practices, processes, and activities.
x Where the organization is headed in
the next three-five years.
x How the organization can evolve to
bring innovative vision and leadership
to the privacy rights arena.
x Facilitated interviews/discussions with
stakeholders
x See attached outward facing strategic
plan for specific strategies developed
during this project
Description of training workshops that were
facilitated and coordinated for leadership
teams related to Strategic Plan
implementation and ongoing monitoring:
x With the help of staff input, developed
the organizational mission, vision, and
values statements.
x Workshop topics on Theory of
Change
x With the help of County staff and
stakeholder input, create an strategic
plan to include goals, framework, and
measurable objectives.
x Facilitated the development of an
operationalizing plan and process
timeline
Description of relevant experience:

The strategic planning process used a highly collaborative, multi-phase approach which allowed us to hear from stakeholders, evaluate internal capacity and external context, and strategize future goals, objectives and activities. The initial steps focused on gathering and analyzing data and feedback to identify critical issues. We then focused on strategic workshopping that culminated in DRAFT
City of Richmond Teambuilding and Strategic Planning

specific and relevant goals and objectives in the form of a roadmap that Privacy Rights Clearinghouse will use to implement and monitor future activities.

Key Staff:

Dr. Lyn Corbett and Kirsten Navis
Project #3 Reference #3
Company Name
Sacramento Steps Forward
Project Contact Name:

Lisa Bates
Project Name & Contract Amount
Strategic Plan, $40,000
3URMHFW&RQWDFW¶V5ROH7LWOH

Executive Director
Project Start Date (Month, Day, Year)
2/03/2021
Phone Number & Email
(619) 298-3396, [email protected]
Project End Date (Month, Day, Year)
9/14/2021
Address:
2150 River Plaza Drive, Suite 385
Sacramento, CA 95833
Organization employee count:
~25 (including staff and board)
Quantity of conducted information-gathering
sessions that generated feedback on
projects with government entity Staff:
20+ staff or board committee meetings
10+ stakeholder interviews/focus groups
Established Strategies that increased
participation with the State workforce and/or
facilitated in change management:
x Review of current organization
practices, processes, and activities.
x Where the organization is headed in
the next three-five years.
x How the organization can evolve to
bring innovative vision and
leadership.
x Facilitated interviews/discussions with
stakeholders
x See attached outward facing strategic
plan for specific strategies developed
during this project
Description of training workshops that were
facilitated and coordinated for leadership
teams related to Strategic Plan
implementation and ongoing monitoring:
x With the help of staff input, developed
the organizational mission, vision, and
values statements.
x Workshop topics on Theory of
Change
x With the help of staff and stakeholder
input, create a strategic plan to include
goals, framework, and measurable
objectives.
x Facilitated the development of an
operationalizing plan and process
timeline
x Effective team building, values
statement development, strategy
review, mission and vision review,
and establishment of program goals
and priorities.
x Finalize existing strategies and
development of an internal/external
strategic planning document.

DRAFT
City of Richmond Teambuilding and Strategic Planning

x The development of measurable
benchmarks and timelines and an
implementation strategy.
x Completed interviews and analysis of
SSF Board Members.
x Completed 360 LPI leadership
assessments and/or Core Capacity
Assessment Tool
Description of relevant experience:

The strategic planning process used a highly collaborative, multi-phase approach which allowed us to hear from stakeholders, evaluate internal capacity and external context, and strategize future goals, objectives and activities. The initial steps focused on gathering and analyzing data and feedback to identify critical issues. We then focused on strategic workshopping that culminated in specific and relevant goals and objectives in the form of a roadmap that SSF will use to implement and monitor future activities.

A secondary component to this project was facilitating employee training sessions to further GHYHORSWRROVIRUFROODERUDWLRQDQGHQKDQFHPDQDJHUV¶DELOLWLHVWRJHQHUDWHHQWKXVLDVPDQG individual confidence personally and in the strategic plan.

Key Staff:

Dr. Lyn Corbett and Kirsten Navis
Project #4 Reference #4
Company Name
Sonoma County Human Services
Project Contact Name:

Martin Graff
Project Name
Executive Team Development and Retreats
3URMHFW&RQWDFW¶V5ROH7LWOH

Organizational Development Manager
Project Start
11/2021
Phone Number & Email
(707) 565-5906, [email protected]
Project End Date
Current
Address:
3600 Westwind Boulevard
Santa Rosa, CA 95403
Description of relevant experience:

Scope of Work: Retreat Planning and Facilitation, Assessments, and Executive Coaching x TPG administered The Five Behaviors of a Cohesive Team assessment-based learning experience designed to help individuals and organizations reveal what it takes to build a truly cohesive and effective team in the most approachable, competent and effective way possible. Unified and energized staff by helping them appreciate each other and work WRJHWKHUWRDFKLHYHWKHRUJDQL]DWLRQ¶VPLVVLRQ
x TPG organized and scheduled design, meeting facilitation, and follow-up based on Sonoma County prioritizations and needs. Tasks included attending meetings, co- developing overarching retreat goals, meeting with any committees, developing retreat pre- work and agendas, developing handouts, facilitating discussions, and confirming follow-up assignments. TPG provided onsite retreat activities and facilitation, including pre-work and post-work.
x TPG administers follow-up coaching.

DRAFT
City of Richmond Teambuilding and Strategic Planning

Copy of Previous Strategic Plan
See the end of this document for a copy of the strategic plan TPG developed for San Diego County Emergency Medical Services (EMS).

Exceptions to this RFP
TPG does not take any exceptions to this RFP.

Statement of Impartiality and Disclosure
TPG is not currently and will not, during the performance of these services, participate in any other similar work involving a third-party with interests currently or likely to be in conflict with the &LW\RI5LFKPRQG¶VLQWHUHVWV$GGLWLRQDOO\73*GRHVQRWKDYHDQ\SHQGing or active investigations or litigation.

Schedule & Cost Information Table
Proposed Approach Timeline
We work with our clients to develop a project timeline that works for them. The anticipated timeframe for this project is March 2023 through the 2nd quarter of 2025.

See the Schedule & Cost Information Table (below) for a detailed timeline.

Cost Information
The total price proposal with contingency is $288,796.00 to complete all tasks identified in the City scope of services.

See the Schedule & Cost Information Table (below) for a detailed cost breakdown.

DRAFT
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DRAFT
For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHM

OND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

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

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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

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

DRAFT
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:

DRAFT
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, DRAFT
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable inte llectual 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DRAFT
General Conditions/EJ/TE 01-19-11 5 of 13

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

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

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

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

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

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

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

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

15. Indemnification
.

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DRAFT
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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 DRAFT
General Conditions/EJ/TE 01-19-11 8 of 13

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

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DRAFT
General Conditions/EJ/TE 01-19-11 9 of 13

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

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DRAFT
General Conditions/EJ/TE 01-19-11 10 of 13

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

35. Severability
. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DRAFT
General Conditions/EJ/TE 01-19-11 12 of 13

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

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

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

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

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

39. Performance and Final Acceptance
.

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

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

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

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

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

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

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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 2:

Professional Services

Type 2 – Page 1 of 3

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Professional Services

Type 2 – Page 2 of 3

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

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

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

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability coverage.

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

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

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

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

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

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

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

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

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

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

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

Professional Services

Type 2 – Page 3 of 3

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

Subcontractors

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

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

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

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

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

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

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

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

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

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

Reporting Requirements

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

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

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