Agenda — Richmond City Council, October 3, 2023 (part 2 of 23)

October 26, 2023
City Attorney's Office
Finance Department
DATE: October 3, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Dave Aleshire, City Attorney
Nickie Mastay, Deputy City Manager, Internal Services
Subject: Third Contract Amendment with NHA Advisors, LLC.

FINANCIAL IMPACT: There will be no fiscal impact where NHA Advisors, LLC will be utilized on an as-needed basis. These costs are to be paid for with funds deposited to the City in advance by developers and memorialized by Deposit and Funding
Agreements to be drafted by the City Attorney.

There will be a fiscal impact where NHA Advisors, LLC is utilized for litigation, California Public Employees'
Retirement System (CalPERS) and Other postemployment benefits (OPEB) matters. The City Attorney’s Office and Finance Department have
budgeted for these items.

PREVIOUS COUNCIL
ACTION:

October 5, 2021; December 6, 2022

STATEMENT OF THE
ISSUE:

City staff members request to amend the contract with
NHA Advisors, LLC to continue to provide municipal
advisor and consulting services on an as-needed basis
as well as litigation support and CalPERS and OPEB
matters.

AGENDA
REPORT
341

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October 26, 2023
RECOMMENDED ACTION: APPROVE a third amendment to the contract with NHA Advisors, LLC. in the amount of $100,000 to continue to provide municipal advisor and consulting services on an as-needed basis, as well as litigation and California
Public Employees' Retirement System (CalPERS) and
Other Post-Employment Benefits (OPEB) matters, for a
new total contract amount not to exceed $300,000,
keeping the contract term ending October 6, 2024 – City Attorney’s Office/Finance Department (Dave Aleshire/
/Nickie Mastay 510-620-6609).

DISCUSSION:

On October 5, 2021, the City Council adopted Resolution No. 120-21 that authorized professional services agreements for licensed municipal advisor and consulting services for land-secured financing districts and other financial services on an on-call, as-needed basis (Attachment 5). This resolution established a list of qualified firms to assist the City’s project team in anticipating and leveraging its future performance of those elements of its agreements that pertain to the establishment of one or more landsecured benefit assessment districts. NHA Advisors, LLC. (NHA) is one of the qualified firms on the established list. The City entered into a contract with NHA for the amount of $100,000, with a term beginning October 6, 2021 through October 6, 2024 (Attachment 1).

On December 20, 2022, the City Council approved the first amendment to NHA’s contract in the amount of $100,000 to continue to provide municipal advisor services on an as-needed basis including in connection with the City’s 2022 Pension Obligation Bond and the Point Molate land and municipal advisor services (Attachment 2).

On August 31, 2023, the contract was amended a second time administratively to revise the scope (Attachment 3). The contract term and amount remained unchanged.

NHA specializes in the negotiation of land-secured financing with developers on behalf of public agencies and their experience includes all forms of community facilities districts and special assessment districts. Their work has served the City in several ways including vital consultant analysis of Point Molate and Winehaven which included land financing and litigation, participation on the refinancing team for the City’s 2022 Pension Obligation Bond that refinanced the prior swap bond to a fixed rate bond, and most recently their presenting to City Council regarding CalPERS unfunded liability.

CONCLUSION:

City staff would like to continue to utilize NHA’s consulting and land financing expertise and amend its current $200,000 contract by adding an additional $100,000 for a total not-to-exceed contract amount of $300,000 (Attachment 4). 342

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October 26, 2023
DOCUMENTS ATTACHED:

Attachment 1 – NHA Advisors LLC Original Contract
Attachment 2 – First Amendment to NHA Advisors LLC Contract Attachment 3 – Second Amendment to NHA Advisors LLC Contract Attachment 4 – Proposed 3rd Amendment to NHA Advisors LLC Contract Attachment 5 – October 5, 2021 Staff Report and Resolution No. 120-21 Attachment 6 – December 20, 2022 Staff Report
343

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.

Finance Anil Comelo [email protected] (510) 620-6600 15086 On-Call Municipal Advisor Consulting Services NHA Advisors, LLC 440 Civic Center Drive, Suite 200 San Rafael, CA 94903 Mark Northcross (415) 785-2025 [email protected] 4006-1768 August 18, 2022 October 6, 2021 October 6, 2024 100,000.00 ✔ DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 344
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 Principal
11/10/2021
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 Mayor
345
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:

Contractor shall perform services as set forth in the NHA Advisors, LLC Scope of Services, that is attached hereto and is incorporated herein by this reference.

Project Manager
NHA Advisors, LLC
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 346

EXHIBIT A

SCOPE OF SERVICES

FINANCIAL CONSULTING AND MUNICIPAL ADVISORY SERVICES
NHA Advisors will work with the City to develop an assessment of the potential impact of likely funding strategies and options for the proposed Pt. Molate CFD on the City’s General Fund assuming a “worst case” default by the Pt. Molate developer on any bonds issued by the CFD. Specific components of the Scope of Services are identified below:
♦ CFD “Worst Case” General Fund Impact Analysis
• Work with City staff and the developer to determine appropriate phasing for improvements to be financed through the CFD.
• Identify the likely amount of bonds to be issued to fund the initial phase of infrastructure for development of Pt. Molate.
• Determine an appropriate allocation of special tax revenues for this purpose of (1) funding infrastructure (2) maintenance of the infrastructure and (3) community benefits. • Determine an estimate of the maximum annual special tax rate required for residential development in Pt. Molate.
• Prepare a hypothetical financing plan memo for the City on the proposed CFD that addresses the following (1) improvements to be financed, (2) maintenance and services costs to be funded, (3) recommended maximum tax rates, and (4) assumed phasing of CFD improvements.
• Prepare an analysis of the likely administrative and foreclosure costs to the City, pending future reimbursement per statute, in the event the developer becomes 100% delinquent on payment of special taxes within the CFD within 1 year of the issuance of the bonds.

Assume that the administrative costs and foreclosure costs funded by the City will persist for 7 years prior to reimbursement from the proceeds of a successful foreclosure sale.

Show the combined total City costs prior to reimbursement of those costs. • Prepare an analysis of the annual missed bond debt service payments to bond owners should a successful foreclosure sale of the delinquent parcels require 7 years to be implemented.
• Identify potential mitigation measures for the risks described above, based on statewide CFD financing practice.
♦ Presentation to City Council, Staff or Other Stakeholders (as requested) • Develop a presentation for staff and the City Council on the likely costs to all stakeholders identified above for the postulated CFD bond default.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 347
For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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

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

Anil Comelo
NHA Advisors, LLC
Finance Anil Comelo
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 348
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:

NHA Advisors, LLC NHA Advisors, LLC Anil Comelo 450 Civic Center Plaza Mark Northcross 440 Civic Center Drive, Suite 200 San Rafael, CA 94903 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 349
General Conditions/EJ/TE 01-19-11 1 of 13

EXHIBIT D

GENERAL CONDITIONS

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

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

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

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 350
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

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

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 351
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Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

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

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 352
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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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

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

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

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 353
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any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 354
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 355
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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 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 356
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 357
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 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 358
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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 359
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 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 360
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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 361
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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 362
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):

NHA Advisors, LLC
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 363

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dŚĞĨŽůůŽǁŝŶŐĂƌĞƉŽƚĞŶƚŝĂůĐŽŶĨůŝĐƚƐŽĨŝŶƚĞƌĞƐƚƚŽďĞĐŽŶƐŝĚĞƌĞĚ͘ x ŽŶƐƵůƚĂŶƚ͛ĨĞĞƐƵŶĚĞƌƚŚŝƐWƌŽũĞĐƚĂƌĞďĂƐĞĚŽŶŚŽƵƌůǇĨĞĞƐŽĨŽŶƐƵůƚĂŶƚ͛ƉĞƌƐŽŶŶĞů͕ǁŝƚŚƚŚĞ ĂŐŐƌĞŐĂƚĞĂŵŽƵŶƚĞƋƵĂůŝŶŐƚŚĞŶƵŵďĞƌŽĨŚŽƵƌƐǁŽƌŬĞĚďǇƐƵĐŚƉĞƌƐŽŶŶĞůƚŝŵĞƐĂŶĂŐƌĞĞĚͲƵƉŽŶ ŚŽƵƌůǇďŝůůŝŶŐƌĂƚĞ͘dŚŝƐĨŽƌŵŽĨĐŽŵƉĞŶƐĂƚŝŽŶƉƌĞƐĞŶƚƐĂƉŽƚĞŶƚŝĂůĐŽŶĨůŝĐƚŽĨŝŶƚĞƌĞƐƚďĞĐĂƵƐĞŝƚ ĐŽƵůĚĐƌĞĂƚĞĂŶŝŶĐĞŶƚŝǀĞ ĨŽƌŽŶƐƵůƚĂŶƚ ƚŽƌĞĐŽŵŵĞŶĚĂůƚĞƌŶĂƚŝǀĞƐ ƚŚĂƚǁŽƵůĚƌĞƐƵůƚŝŶŵŽƌĞ

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 364
ŚŽƵƌƐǁŽƌŬĞĚ͘dŚŝƐĐŽŶĨůŝĐƚŽĨŝŶƚĞƌĞƐƚǁŝůůŶŽƚŝŵƉĂŝƌŽŶƐƵůƚĂŶƚ͛ĂďŝůŝƚǇƚŽƌĞŶĚĞƌƵŶďŝĂƐĞĚĂŶĚ ĐŽŵƉĞƚĞŶƚĂĚǀŝĐĞŽƌƚŽĨƵůĨŝůůŝƚƐĨŝĚƵĐŝĂƌǇĚƵƚǇƚŽƚŚĞŝƚǇ͘ x dŚĞĨĞĞƉĂŝĚƚŽŽŶƐƵůƚĂŶƚŝŶĐƌĞĂƐĞƐƚŚĞĐŽƐƚŽĨŝŶǀĞƐƚŵĞŶƚƚŽƚŚĞŝƚǇ͘dŚĞŝŶĐƌĞĂƐĞĚĐŽƐƚŽĐĐƵƌƐ ĨƌŽŵĐŽŵƉĞŶƐĂƚŝŶŐŽŶƐƵůƚĂŶƚĨŽƌŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌǇƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚ͘ x ŽŶƐƵůƚĂŶƚƐĞƌǀĞƐĂǁŝĚĞǀĂƌŝĞƚǇŽĨŽƚŚĞƌĐůŝĞŶƚƐƚŚĂƚŵĂǇ͕ĨƌŽŵƚŝŵĞƚŽƚŝŵĞ͕ŚĂǀĞŝŶƚĞƌĞƐƚƐƚŚĂƚ ĐŽƵůĚŚĂǀĞĂĚŝƌĞĐƚŽƌŝŶĚŝƌĞĐƚŝŵƉĂĐƚŽŶƚŚĞŝŶƚĞƌĞƐƚƐŽĨĂŶŽƚŚĞƌŽŶƐƵůƚĂŶƚĐůŝĞŶƚ͘&ŽƌĞǆĂŵƉůĞ͕ ŽŶƐƵůƚĂŶƚƐĞƌǀĞƐĂƐŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌƚŽŽƚŚĞƌŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌǇĐůŝĞŶƚƐĂŶĚ͕ŝŶƐƵĐŚĐĂƐĞƐ͕ŽǁĞƐ ĂƌĞŐƵůĂƚŽƌǇĚƵƚǇƚŽƐƵĐŚŽƚŚĞƌĐůŝĞŶƚƐũƵƐƚĂƐŝƚĚŽĞƐƚŽƚŚĞŝƚǇ͘dŚĞƐĞŽƚŚĞƌĐůŝĞŶƚƐŵĂǇ͕ĨƌŽŵ ƚŝŵĞƚŽƚŝŵĞĂŶĚĚĞƉĞŶĚŝŶŐŽŶƚŚĞƐƉĞĐŝĨŝĐĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ŚĂǀĞĐŽŵƉĞƚŝŶŐŝŶƚĞƌĞƐƚƐ͘/ŶĂĐƚŝŶŐŝŶ ƚŚĞŝŶƚĞƌĞƐƚƐŽĨŝƚƐǀĂƌŝŽƵƐĐůŝĞŶƚƐ͕ŽŶƐƵůƚĂŶƚĐŽƵůĚƉŽƚĞŶƚŝĂůůǇĨĂĐĞĂĐŽŶĨůŝĐƚŽĨŝŶƚĞƌĞƐƚĂƌŝƐŝŶŐ ĨƌŽŵƚŚĞƐĞĐŽŵƉĞƚŝŶŐĐůŝĞŶƚŝŶƚĞƌĞƐƚƐ͘ŽŶƐƵůƚĂŶƚĨƵůĨŝůůƐŝƚƐƌĞŐƵůĂƚŽƌǇĚƵƚǇĂŶĚŵŝƚŝŐĂƚĞƐƐƵĐŚ ĐŽŶĨůŝĐƚƐƚŚƌŽƵŐŚĚĞĂůŝŶŐŚŽŶĞƐƚůǇĂŶĚǁŝƚŚƚŚĞƵƚŵŽƐƚŐŽŽĚĨĂŝƚŚǁŝƚŚƚŚĞŝƚǇ͘ ͻ ŽŶƐƵůƚĂŶƚĚŽĞƐŶŽƚŚĂǀĞĂŶǇĂĨĨŝůŝĂƚĞƚŚĂƚƉƌŽǀŝĚĞƐĂŶǇĂĚǀŝĐĞ͕ƐĞƌǀŝĐĞ͕ŽƌƉƌŽĚƵĐƚƚŽŽƌŽŶďĞŚĂůĨ ŽĨƚŚĞŝƚǇƚŚĂƚŝƐĚŝƌĞĐƚůǇŽƌŝŶĚŝƌĞĐƚůǇƌĞůĂƚĞĚƚŽƚŚĞŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌǇĂĐƚŝǀŝƚŝĞƐƚŽďĞƉĞƌĨŽƌŵĞĚ ďǇŽŶƐƵůƚĂŶƚ͘
ͻ ŽŶƐƵůƚĂŶƚ ŚĂƐ ŶŽƚ ŵĂĚĞ ĂŶǇ ƉĂǇŵĞŶƚƐ ĚŝƌĞĐƚůǇ Žƌ ŝŶĚŝƌĞĐƚůǇ ƚŽ ŽďƚĂŝŶ Žƌ ƌĞƚĂŝŶ ŽŶƐƵůƚĂŶƚ͛ ŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌǇďƵƐŝŶĞƐƐ͘
ͻ ŽŶƐƵůƚĂŶƚ ŚĂƐ ŶŽƚ ƌĞĐĞŝǀĞĚ ĂŶǇ ƉĂǇŵĞŶƚƐ ĨƌŽŵ ƚŚŝƌĚ ƉĂƌƚŝĞƐ ƚŽ ĞŶůŝƐƚ ŽŶƐƵůƚĂŶƚ͛ ƌĞĐŽŵŵĞŶĚĂƚŝŽŶƚŽƚŚĞŝƚǇŽĨŝƚƐƐĞƌǀŝĐĞƐ͕ĂŶǇŵƵŶŝĐŝƉĂůƐĞĐƵƌŝƚŝĞƐƚƌĂŶƐĂĐƚŝŽŶ͕ŽƌĂŶǇŵƵŶŝĐŝƉĂů ĨŝŶĂŶĐĞƉƌŽĚƵĐƚ͘
ͻ ŽŶƐƵůƚĂŶƚ ŚĂƐ ŶŽƚ ĞŶŐĂŐĞĚ ŝŶ ĂŶǇ ĨĞĞͲƐƉůŝƚƚŝŶŐ ĂƌƌĂŶŐĞŵĞŶƚƐ ŝŶǀŽůǀŝŶŐ ŽŶƐƵůƚĂŶƚ ĂŶĚ ĂŶǇ ƉƌŽǀŝĚĞƌŽĨŝŶǀĞƐƚŵĞŶƚƐŽƌƐĞƌǀŝĐĞƐƚŽƚŚĞŝƚǇ͘
ͻ ŽŶƐƵůƚĂŶƚĚŽĞƐŶŽƚŚĂǀĞĂŶǇůĞŐĂůŽƌĚŝƐĐŝƉůŝŶĂƌǇĞǀĞŶƚƚŚĂƚŝƐŵĂƚĞƌŝĂůƚŽƚŚĞŝƚǇ͛ƐĞǀĂůƵĂƚŝŽŶ ŽĨƚŚĞŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌǇŽƌƚŚĞŝŶƚĞŐƌŝƚǇŽĨŝƚƐŵĂŶĂŐĞŵĞŶƚŽƌĂĚǀŝƐŽƌǇƉĞƌƐŽŶŶĞů͘ ͻ ŽŶƐƵůƚĂŶƚĚŽĞƐŶŽƚĂĐƚĂƐƉƌŝŶĐŝƉĂůŝŶĂŶǇŽĨƚŚĞƚƌĂŶƐĂĐƚŝŽŶ;ƐͿƌĞůĂƚĞĚƚŽƚŚŝƐWƌŽũĞĐƚ͘ ͻ ƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚĞŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌǇƌĞůĂƚŝŽŶƐŚŝƉ͕ƚŚŝƐĚŝƐĐůŽƐƵƌĞǁŝůůďĞƉƌŽŵƉƚůǇĂŵĞŶĚĞĚ ŽƌƐƵƉƉůĞŵĞŶƚĞĚƚŽƌĞĨůĞĐƚĂŶǇŵĂƚĞƌŝĂůĐŚĂŶŐĞƐŝŶŽƌĂĚĚŝƚŝŽŶƐƚŽƚŚĞƚĞƌŵƐŽƌŝŶĨŽƌŵĂƚŝŽŶǁŝƚŚŝŶ ƚŚŝƐĚŝƐĐůŽƐƵƌĞĂŶĚƚŚĞƌĞǀŝƐĞĚǁƌŝƚŝŶŐǁŝůůďĞƉƌŽŵƉƚůǇĚĞůŝǀĞƌĞĚƚŽƚŚĞŝƚǇ͘ WƵƌƐƵĂŶƚ ƚŽ D^Z ZƵůĞ 'ͲϭϬ͕ ŽŶ /ŶǀĞƐƚŽƌ ĂŶĚ DƵŶŝĐŝƉĂů ĚǀŝƐŽƌǇ ůŝĞŶƚ ĚƵĐĂƚŝŽŶ ĂŶĚ WƌŽƚĞĐƚŝŽŶ͕
DƵŶŝĐŝƉĂů ĚǀŝƐŽƌƐ ĂƌĞ ƌĞƋƵŝƌĞĚ ƚŽ ƉƌŽǀŝĚĞ ĐĞƌƚĂŝŶ ǁƌŝƚƚĞŶ ŝŶĨŽƌŵĂƚŝŽŶ ƚŽ ƚŚĞŝƌ ŵƵŶŝĐŝƉĂů ĞŶƚŝƚǇ ĂŶĚ ŽďůŝŐĂƚĞĚƉĞƌƐŽŶĐůŝĞŶƚƐǁŚŝĐŚŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐ͗
x ŽŶƐƵůƚĂŶƚŝƐĐƵƌƌĞŶƚůǇƌĞŐŝƐƚĞƌĞĚĂƐĂDƵŶŝĐŝƉĂůĚǀŝƐŽƌǁŝƚŚƚŚĞ^ ĂŶĚƚŚĞD^Z͘
x tŝƚŚŝŶ ƚŚĞ D^Z ǁĞďƐŝƚĞ Ăƚ ǁǁǁ͘ŵƐƌď͘ŽƌŐ͕ ŝƚǇ ŵĂǇ ŽďƚĂŝŶ ƚŚĞ DƵŶŝĐŝƉĂů ĚǀŝƐŽƌǇ ĐůŝĞŶƚ ďƌŽĐŚƵƌĞƚŚĂƚŝƐƉŽƐƚĞĚŽŶƚŚĞD^ZǁĞďƐŝƚĞ͘dŚĞďƌŽĐŚƵƌĞĚĞƐĐƌŝďĞƐƚŚĞƉƌŽƚĞĐƚŝŽŶƐƚŚĂƚŵĂǇ ďĞ ƉƌŽǀŝĚĞĚ ďǇ ƚŚĞ D^Z ZƵůĞƐ ĂůŽŶŐ ǁŝƚŚ ŚŽǁ ƚŽ ĨŝůĞ Ă ĐŽŵƉůĂŝŶƚ ǁŝƚŚ ĨŝŶĂŶĐŝĂů ƌĞŐƵůĂƚŽƌǇ ĂƵƚŚŽƌŝƚŝĞƐ͘
>ĞŐĂů
ǀĞŶƚƐĂŶĚŝƐĐŝƉůŝŶĂƌǇ,ŝƐƚŽƌǇ
ŽŶƐƵůƚĂŶƚĚŽĞƐŶŽƚŚĂǀĞĂŶǇůĞŐĂůĞǀĞŶƚƐĂŶĚĚŝƐĐŝƉůŝŶĂƌǇŚŝƐƚŽƌǇŽŶŝƚƐ&ŽƌŵDĂŶĚ&ŽƌŵDͲ/͕ǁŚŝĐŚ ŝŶĐůƵĚĞƐ ŝŶĨŽƌŵĂƚŝŽŶ ĂďŽƵƚ ĂŶǇ ĐƌŝŵŝŶĂů ĂĐƚŝŽŶƐ͕ ƌĞŐƵůĂƚŽƌǇ ĂĐƚŝŽŶƐ͕ ŝŶǀĞƐƚŝŐĂƚŝŽŶƐ͕ ƚĞƌŵŝŶĂƚŝŽŶƐ͕ ũƵĚŐŵĞŶƚƐ͕ůŝĞŶƐ͕ĐŝǀŝůũƵĚŝĐŝĂůĂĐƚŝŽŶƐ͕ĐƵƐƚŽŵĞƌĐŽŵƉůĂŝŶƚƐ͕ĂƌďŝƚƌĂƚŝŽŶƐĂŶĚĐŝǀŝůůŝƚŝŐĂƚŝŽŶ͘dŚĞŝƚǇŵĂǇ ĞůĞĐƚƌŽŶŝĐĂůůǇĂĐĐĞƐƐŽŶƐƵůƚĂŶƚ͛ŵŽƐƚƌĞĐĞŶƚ&ŽƌŵDĂŶĚĞĂĐŚŵŽƐƚƌĞĐĞŶƚ&ŽƌŵDͲ/ĨŝůĞĚǁŝƚŚƚŚĞ ŽŵŵŝƐƐŝŽŶĂƚƚŚĞĨŽůůŽǁŝŶŐǁĞďƐŝƚĞ͗
ǁǁǁ͘ƐĞĐ͘ŐŽǀͬĞĚŐĂƌͬƐĞĂƌĐŚĞĚŐĂƌͬĐŽŵƉĂŶǇƐĞĂƌĐŚ͘Śƚŵů

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 365
dŚĞƌĞŚĂǀĞďĞĞŶŶŽŵĂƚĞƌŝĂůĐŚĂŶŐĞƐƚŽĂůĞŐĂůŽƌĚŝƐĐŝƉůŝŶĂƌǇĞǀĞŶƚĚŝƐĐůŽƐƵƌĞŽŶĂŶǇ&ŽƌŵDŽƌ&Žƌŵ DͲ/ĨŝůĞĚǁŝƚŚƚŚĞ^
͘
ZĞĐŽŵŵĞŶĚĂƚŝŽŶƐ
/ĨŽŶƐƵůƚĂŶƚŵĂŬĞƐĂƌĞĐŽŵŵĞŶĚĂƚŝŽŶŽĨĂŵƵŶŝĐŝƉĂůƐĞĐƵƌŝƚŝĞƐƚƌĂŶƐĂĐƚŝŽŶŽƌŵƵŶŝĐŝƉĂůĨŝŶĂŶĐŝĂůƉƌŽĚƵĐƚ ŽƌŝĨƚŚĞƌĞǀŝĞǁŽĨĂƌĞĐŽŵŵĞŶĚĂƚŝŽŶŽĨĂŶŽƚŚĞƌƉĂƌƚǇŝƐƌĞƋƵĞƐƚĞĚŝŶǁƌŝƚŝŶŐďǇƚŚĞŝƚǇĂŶĚŝƐǁŝƚŚŝŶƚŚĞ ƐĐŽƉĞ ŽĨ ƚŚĞ ĞŶŐĂŐĞŵĞŶƚ͕ ŽŶƐƵůƚĂŶƚ ǁŝůů ĚĞƚĞƌŵŝŶĞ͕ ďĂƐĞĚ ŽŶ ƚŚĞ ŝŶĨŽƌŵĂƚŝŽŶ ŽďƚĂŝŶĞĚ ƚŚƌŽƵŐŚ ƌĞĂƐŽŶĂďůĞ ĚŝůŝŐĞŶĐĞ ŽĨ ŽŶƐƵůƚĂŶƚ ǁŚĞƚŚĞƌ Ă ŵƵŶŝĐŝƉĂů ƐĞĐƵƌŝƚŝĞƐ ƚƌĂŶƐĂĐƚŝŽŶ Žƌ ŵƵŶŝĐŝƉĂů ĨŝŶĂŶĐŝĂů ƉƌŽĚƵĐƚŝƐƐƵŝƚĂďůĞĨŽƌƚŚĞŝƚǇ͘/ŶĂĚĚŝƚŝŽŶ͕ŽŶƐƵůƚĂŶƚǁŝůůŝŶĨŽƌŵƚŚĞŝƚǇŽĨ͗ x ƚŚĞĞǀĂůƵĂƚŝŽŶŽĨƚŚĞŵĂƚĞƌŝĂůƌŝƐŬƐ͕ƉŽƚĞŶƚŝĂůďĞŶĞĨŝƚƐ͕ƐƚƌƵĐƚƵƌĞ͕ĂŶĚŽƚŚĞƌĐŚĂƌĂĐƚĞƌŝƐƚŝĐƐŽĨƚŚĞ ƌĞĐŽŵŵĞŶĚĂƚŝŽŶ͖
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ĨĨĞĐƚŝǀĞ:ƵůǇϭ͕ϮϬϭϰ͕ƉƵƌƐƵĂŶƚƚŽƚŚĞ^
ƌĞĐŽƌĚƌĞƚĞŶƚŝŽŶƌĞŐƵůĂƚŝŽŶƐ͕ŽŶƐƵůƚĂŶƚŝƐƌĞƋƵŝƌĞĚƚŽŵĂŝŶƚĂŝŶ ŝŶǁƌŝƚŝŶŐ͕ĂůůĐŽŵŵƵŶŝĐĂƚŝŽŶĂŶĚĐƌĞĂƚĞĚĚŽĐƵŵĞŶƚƐďĞƚǁĞĞŶŽŶƐƵůƚĂŶƚĂŶĚƚŚĞŝƚǇĨŽƌĨŝǀĞ;ϱͿǇĞĂƌƐ͘

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 366
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.

NHA Advisors, LLC
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 367
___ 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 SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 368
___ 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 REQUIRED 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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 369
___ 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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 370

CITY OF RICHMOND
Standard Contract Approval and Execution Routing Slip
Step 1: Staff Preparation
Contractor Name:__________________________ Contract# _______BL#_______Exp. Date:_______ Description of Services ___________________________________________Vendor #___________ Department:_______________________ Project Manager:_________________ Phone:___________ Initial Contract Amount:$_________________________ Term of Contract: ____________________ Total Contract: $ ________________________________
Initial Contract: Amendment: 1 2 3 4 Amendment $__________ Check One Attach

1. Check Emergency Justification (Please Attach)
One Sole Source Approval Signed (Please Attach)
Evidence of Competitive Bidding (Please Attach)

2. Prepare Scope of Work

3. Add Insurance Provisions

4. Obtain Tentative Contractor Approval (Scope of Work, General Conditions, Insurance Provisions)

5. Prepare Contract

6. Secure Legal Opinion

7. Purchasing Division Approval in Munis
City Clerk ensures that contract received City Council approval that took place at the ______________________Council meeting. ____________________City Clerk Signature Delivered Date Return Date
City Attorney ________________ ________________
Mayor ________________ ________________
City Clerk ________________ ________________
City Clerk will return two original documents to Project Manager for the contractor and department and place a copy on the Intranet
Step 2: Council Approval Process (Contracts above $10,000) Step 4: Submit Contractor Signed Documents to City Clerk

Step 3: After City Council Approval, Project Manager Executes Contract by

8. Check
Applicable
boxes
Council Approval
(over $10,000) (Council Meeting Date) _______________
Finance Committee Approval
(over $100,000) (Committee Meeting Date) _______________ This contract is grant funded by ________________________ Obtaining contractor signature on 3 original contracts and attaching Insurance Certificate and additional Insurance Endorsement
Using Agenda Plus System to Place Items on the City Council Agenda for Action NHA Advisors, LLC 5830 4006-1768 08/18/2022 On-Call Municipal Advisor Consulting Services 15086 Finance Anil Comelo 510-620-6600 100,000.00 10/6/2021 - 10/6/2024 100,000.00 ✔ ✔
✔
✔
✔
✔
✔
✔
✔
10/5/2021 ✔
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 371
From: Ofelia Alvarez [[email protected]] To: Valerie Lewis [[email protected]]
Subject: RE: NHA Advisors - Contract #5830
Sent: Wed 1/5/2022 2:59 PM GMT-08:00
Importance: Normal
Hello:

Unfortunately I cannot change this field. Just let the City Clerk’s office know that it was Posted in error. It was approved by me on 12-20-21. See below:

Ofelia Alvarez, CPPB
Senior Buyer, Purchasing Division
City of Richmond
Phone: 510-620-6699
[email protected] <mailto:[email protected]> Note to Vendors: You can now register to receive bid announcements on-line, at www.ci.richmond.ca.us/bids <http://www.ci.richmond.ca.us/bids> .

From: Valerie Lewis <[email protected]>
Sent: Wednesday, January 5, 2022 2:22 PM
To: Ofelia Alvarez <[email protected]>
Subject: NHA Advisors - Contract #5830
Hi Ofelia,
This contract expired in DocuSign and I need to route the contract for final signatures. Is there a way you can change posted to approved as the City Clerk will not accept the printout with the current status.

Thanks,
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 372
Valerie Lewis
Finance Department
510-620-6891
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 373

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
11/04/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

PRODUCER CONTACT
NAME: K T L Business Insurance Services, Inc.

KEVIN LEVINE
K T L BUSINESS INSURANCE SERVICES, INC.
322 8TH STREET SUITE # 101
DEL MAR CA 92014
PHONE
(A/C, No, Ext): (858) 350-0555 FAX(A/C, No): (858) 350-0556 E-MAIL
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
Agency Lic#: CA # 0D86601 INSURER A : Valley Forge Insurance Company 20508

INSURED

NHA ADVISORS, LLC
4040 CIVIC CENTER DR STE 200
SAN RAFAEL CA 94903
INSURER B : Hartford Casualty Insurance Company 29424
INSURER C : Underwriters at Lloyd's, London 15642
INSURER D:

INSURER E :

COVERAGES CERTIFICATE NUMBER: 90468
INSURER F :

REVISION NUMBER:

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

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDLINSD
SUBR

WVD POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
A X COMMERCIAL GENERAL LIABILITY 6025083654 01/23/21 01/23/22 EACH OCCURRENCE $ 2,000,000

CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurence) $ 300,000
MED. EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY
PROJECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000
OTHER: $
A
AUTOMOBILE LIABILITY 6025083654 01/23/21 01/23/22 COMBINED SINGLE LIMIT (Ea accident) 1,000,000
ANY AUTO BODILY INJURY (Per person) $
$

ALL OWNED
AUTOS

SCHEDULED
AUTOS BODILY INJURY (Per accident) $

X HIRED AUTOS X

NON-OWNED
AUTOS

PROPERTY DAMAGE
(per accident) $
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED

EXCESS LIAB
RETENTION $ $
B

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
72WECAA9ESI 11/08/21 11/08/22 X
PER

STATUTE
OTHER
Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N / A
(Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $ 1,000,000 C PROFESSIONAL LIABILITY MPL437400021 02/06/21 02/06/22 AGGREGATE $2,000,000 EACH CLAIM $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

THE CITY OF RICHMOND, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY AS PER ATTACHED ENDORSEMENT AND POLICY FORM. 10-DAY NOTICE OF CANCELLATION GIVEN FOR NON-PAYMENT OF PREMIUM.

CERTIFICATE HOLDER CANCELLATION

CITY OF RICHMOND
450 CIVIC CENTER PLAZA
RICHMOND, CA 94804

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
Attention:

Kevin Levine
ACORD 25 (2014/01)
The ACORD name and logo are registered marks of ACORD
© 1988-2014 ACORD CORPORATION. All rights reserved.

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 374
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 375
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 376
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 377
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 378
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 379
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 380
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 381
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 382
SB-146932-E
(Ed. 06/11)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED – LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM
Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. own acts or omission or those of its 1. ADDITIONAL INSURED – BLANKET VENDORS employees or anyone else acting on its
WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to:
to below as vendor) with whom you agreed, because
(1) The exceptions contained in of a written contract or agreement to provide Subparagraphs d. or f.; or insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in
connection with the distribution or sale of 1. The insurance afforded the vendor does not apply the products. to:

2. This insurance does not apply to any insured a. "Bodily injury" or "property damage" for which person or organization, from whom you have the vendor is obligated to pay damages by acquired such products, or any ingredient, part or reason of the assumption of liability in a container, entering into, accompanying or contract or agreement. This exclusion does containing such products. not apply to liability for damages that the vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any by us and made a part of this Policy. express warranty unauthorized by you;

4. This provision 2. does not apply if "bodily injury" or c. Any physical or chemical change in the "property damage" included within the "products- product made intentionally by the vendor; completed operations hazard" is excluded either
d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration,

2. MISCELLANEOUS ADDITIONAL INSUREDS testing, or the substitution of parts under instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. e. Any failure to make such inspections, below whom you are required to add as an additional adjustments, tests or servicing as the vendor insured on this policy under a written contract or has agreed to make or normally undertakes to make agreement but the written contract or agreement must in the usual course of business, in be: connection with the distribution or sale of the
products; 1. Currently in effect or becoming effective during the term of this policy; and f. Demonstration, installation, servicing or repair operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage" or "personal and advertising injury," but the sale of the product;
Only the following persons or organizations are
g. Products which, after distribution or sale by additional insureds under this endorsement and you, have been labeled or relabeled or used coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein:
thing or substance by or for the vendor; or
a. Additional Insured – Your Work
h. "Bodily injury" or "property damage" arising
out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability
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due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury," "property damage" or "personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of
c. Controlling Interest the additional insured.

Any persons or organizations with a
The insurance provided to the additional controlling interest in you but only with respect insured is limited as follows: to their liability arising out of:
(1) The Limits of Insurance applicable to the (1) Their financial control of you; or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises.

Insurance are inclusive of, and not in
This insurance does not apply to structural addition to, the Limits of Insurance shown alterations, new construction and demolition in the Declarations. operations performed by or for such additional
(2) The coverage provided to the additional insured.
insured by this endorsement and
d. Managers or Lessors of Premises paragraph F.9. of the definition of "insured contract" under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, "bodily injury" or "property damage" maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard" unless required by the following additional exclusions:
written contract or written agreement.

This insurance does not apply to:
(3) The insurance provided to the additional
(1) Any "occurrence" which takes place after insured does not apply to "bodily injury," you cease to be a tenant in that premises; "property damage," or "personal and advertising or injury" arising out of the
rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured.

A state or political subdivision subject e. Mortgagee, Assignee or Receiver to the following provisions: A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, (1) This insurance applies only with respect to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision has issued a ownership, maintenance, or use of a premises permit by you. in connection with premises you
own, rent, or control and to which this This insurance does not apply to structural insurance applies: alterations, new construction or demolition operations performed by or for such additional (a) The existence, maintenance, repair, construction, erection, or insured. removal of
advertising signs, awnings, canopies, f. Owners/Other Interests – Land is Leased cellar entrances, coal holes, driveways, manholes, marquees, An owner or other interest from whom land hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures; or maintenance or use of that specific part of the land leased to you and subject to the following (b) The construction, erection, or additional exclusions: removal of elevators; or This insurance does not apply to: (2) This insurance applies only with respect to operations performed by you or on your (1) Any "occurrence" which takes place behalf for which the state or political after you cease to lease that land; or subdivision has issued a permit.

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(2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following:
performed by or on behalf of such k. Damage To Property additional insured. "Property damage" to: g. Co-owner of Insured Premises

1. Property you own, rent or occupy, A co-owner of a premises co-owned by you including any costs or expenses and covered under this insurance but only incurred by you, or any other person, with respect to the co-owners liability as co- organization or entity, for repair, owner of such premises. replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such property for any reason, including Any person or organization from whom you prevention of injury to a person or lease equipment. Such person or organization damage to another's property; are insureds only with respect to their liability
arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care,
custody or control of the insured; With respect to the insurance afforded these additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any
contractors or subcontractors working This insurance does not apply: directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the "property after the equipment lease expires; or damage" arises out of those operations; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was
incorrectly performed on it. Any insurance provided to an additional insured designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for operations hazard." rental by you.

3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to
premises: H. Other Insurance
(1) rented to you:

4. This insurance is excess over any other
(2) temporarily occupied by you with the insurance naming the additional insured permission of the owner, or as an insured whether primary, excess, contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and A separate limit of insurance applies to noncontributing. Damage To Premises Rented To You as

4. LEGAL LIABILITY – DAMAGE TO PREMISES described in Section D – Liability and Medical Expenses Limits of Insurance.

A. Under B. Exclusions, 1. Applicable to
Business Liability Coverage, Exclusion k.

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Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability insured is a partnership; assumed under a sidetrack agreement. (3) Any manager, if you or an additional Paragraph 6 of this exclusion does not insured is a limited liability company; apply to "property damage" included in (4) Any "executive officer" or insurance the "products-completed operations manager, if you or an additional insured is hazard." a corporation;
B. Under B. Exclusions, 1. Applicable to (5) Any trustee, if you or an additional Business Liability Coverage, the last insured is a trust; or paragraph of 2. Exclusions is deleted and replaced by the following: (6) Any elected or appointed official, if you or an additional insured is a political Exclusions c, d, e, f, g, h, i, k, l, m, n, and o, subdivision or public entity. do not apply to damage by fire to premises while rented to you or temporarily occupied by This paragraph e. applies separately to you you with permission of the owner or to the and any additional insured. contents of premises rented to you for a

7. Bodily Injury period of 7 or fewer consecutive days. A separate limit of insurance applies to this Section F. Liability and Medical Expenses coverage as described in Section D. Liability Definitions, item 3. "Bodily Injury" is deleted and And Medical Expenses Limits Of replaced with the following:

Insurance.
"Bodily injury" means bodily injury, sickness or
C. The first Paragraph under item 5. Damage To disease sustained by a person, including death, Premises Rented To You Limit of Section humiliation, shock, mental anguish or mental D. Liability And Medical Expenses Limits injury by that person at any time which results as Of Insurance is replaced by the following: a consequence of the bodily injury, sickness or disease. The most we will pay under Business Liability
for damages because of "property damage" 8. Expanded Personal and Advertising Injury to any one premises, while rented to you, or Definition temporarily occupied by you, with the
permission of the owner, including contents of a. The following is added to Section F. Liability such premises and Medical Expenses Definitions, item 14. rented to you for a period of 7 or fewer consecutive days, is the Damage to Personal and Advertising Injury, in the Premises Rented to You limit shown in the Businessowners General Liability Declaration. Coverage Form:

5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural
We waive any right of recovery we may have person, but only if such discrimination or against: humiliation is:
a. Any person or organization with whom you 1. Not done intentionally by or at the have a written contract that requires such a direction of:
waiver.
a. The insured; or

6. Broad Knowledge of Occurrence
b. Any "executive officer," director,
The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions manager (if you are a limited liability in the Businessowners Liability Coverage company) of the insured; and Form:

2. Not directly or indirectly related to the
e. Paragraphs a. and b. apply to you or to any employment, prospective employment, additional insured only when such past employment or termination of "occurrence," offense, claim or "suit" is known employment of any person or person by to: any insured.
(1) You or any additional insured that is an b. The following is added to Exclusions, Section individual; B.:

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(15)Discrimination Relating to Room, Personal and Advertising Injury Liability is Dwelling or Premises excluded either by the provisions of the Policy or by endorsement. Caused by discrimination directly or indirectly related to the sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease or prospective sale, rental, Section F. Liability and Medical Expenses lease or sub-lease of any room, dwelling Definitions, item 14, Personal Advertising Injury, or premises by or at the direction of any Paragraph c. is replaced by the following: insured. c. The wrongful eviction from, wrongful entry (16)Fines or Penalties into, or invasion of the right of private Fines or penalties levied or imposed by a occupancy of a room dwelling or premises governmental entity because of that a person or organization occupies discrimination. committed by or on behalf of it's owner, landlord or lessor.
c. This provision (Expanded Personal and
Advertising Injury) does not apply if
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS –

WITH PRODUCTS COMPLETED OPERATIONS COVERAGE
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM
A. Paragraph C. WHO IS AN INSURED is amended to C. The insurance provided to the additional insured does include as an additional insured: not apply to "bodily Injury," "property damage," or "personal and advertising injury" arising out of: 1. Any person or organization whom you are required by written contract to add as an additional a. The rendering of, or the failure to render, any insured on the Businessowners Liability Coverage professional architectural, engineering, or Form. surveying services, including:

B. The insurance provided to the additional insured is (1) The preparing approving, or failing to prepare limited as follows: or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders 1. The person or organization is an additional or drawings and specifications; and insured only with respect to liability for "bodily injury," "property damage," or "personal and (2) Supervisory, inspection, architectural or advertising injury" caused in whole or in part by: engineering activities. a. Your acts or omissions; or b. "Bodily Injury," "property damage," or "personal and advertising injury" arising out of any premises b. The acts or omissions of those acting on your or work for which the additional insured is behalf specifically listed as an additional insured on another endorsement attached to this Policy. in the performance of your ongoing operations specified in the written contract; or D. Section E. of the Businessowners General Liability c. "Your work" Conditions is amended as follows: that is specified in the written contract but only for "bodily injury" or "property The Duties in the Event of Occurrence, Offense, damage" included in the products completed Claim or Suit condition is amended to add the operations hazard, and only if :
following additional conditions applicable to the
(1) The written contract requires you additional insured: to provide the additional insured such An additional insured under this endorsement will as coverage; and soon as practicable:
(2) This Coverage Form provides such a. Give us written notice of an "occurrence" or an coverage. offense which may result in a claim or "suit" under

2. We will not provide the additional insured any this insurance, and of any claim or "suit" that does broader coverage or any higher result; limit of insurance than the least that is: b. Tender the defense and indemnity of any claim or a. Required by the written contract; "suit" to any other insurer or self insurer whose policy or program applies to all loss we cover
b. Described in B.1. above; or under this Policy;
c. Afforded to you under this policy. c. Except as provided in Paragraph B.3. of this

3. This endorsement, agree to make available any other insurance is excess of all other insurance insurance the additional insured has for a loss we available to the additional insured, whether on a cover under this Policy; and primary, excess, contingent or any other basis.

But if required by the written contract, this d. Send us copies of all legal papers received, and insurance will be primary and non-contributory otherwise cooperate with us in the investigation, relative to insurance on which the additional defense, or settlement of the claim or "suit." insured is a Named Insured.

We have no duty to defend or indemnify an
additional insured under this endorsement until we
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receive from the additional insured written notice that person at any time which results as a of a claim or "suit." consequence of the bodily injury, sickness or disease.

E. With respect only to the insurance provided by this J. Expanded Personal and Advertising Injury endorsement, the first sentence of Paragraph H.1. Definition Other Insurance Condition in the Businessowners A. The following is added to Section F. Liability and Common Policy Conditions, is deleted and replaced Medical Expenses Definitions, item 14. with the following: Personal and Advertising Injury, in the Other Insurance Businessowners General Liability Coverage Form: 1. This insurance is primary and non-contributory except when rendered excess by this h. Discrimination or humiliation that results in endorsement, or when Paragraph 2. below injury to the feelings or reputation of a natural applies. person, but only if such discrimination or
humiliation is: F. The provisions of the written contract or written agreement do not in any way broaden or amend this 1. Not done intentionally by or at the Policy. direction of:

G. Blanket Waiver of Subrogation a. The insured; or
We waive any right of recovery we may have against: b. Any "executive officer," director, stockholder, partner, member or 1. Any person or organization with whom you have a manager (if you are a limited liability written contract that requires such a waiver. company) of the insured; and H. Broad Knowledge of Occurrence 2. Not directly or indirectly related to the The E. Businessowners employment, prospective employment, following items are added to General Liability Conditions Businessowners past employment or termination of in the Liability Coverage Form: employment of any person or person by any insured.
e. Paragraphs a. and b. apply to you or to any
additional B. The following is added to Exclusions, Section B.: insured only when such "occurrence," offense, claim or "suit" is known to: (15)Discrimination Relating to Room, Dwelling

1. You or any additional insured that is an or Premises individual; Caused by discrimination directly or indirectly (2) Any partner, if you or an additional related to the sale, rental, lease or sub-lease insured is a partnership; or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the
(3) Any manager, if you or an additional direction of any insured. insured is a limited liability company;
(16)Fines or Penalties
(4) Any "executive officer" or insurance
manager, if you or an additional insured is Fines or penalties levied or imposed by a a corporation; governmental entity because of
discrimination.
(5) Any trustee, if you or an additional
insured is a trust; or C. This provision (Expanded Personal and Advertising Injury) does not apply if Personal
(6) Any elected or appointed official, if you or and Advertising Injury Liability is excluded an additional insured is a political either by the provisions of the Policy or by subdivision or public entity. endorsement.

This paragraph e. applies separately to you D. Personal and Advertising Injury Re-defined and any additional insured.

Section F. Liability and Medical Expenses
I. Bodily Injury Definitions, item 14, Personal Advertising Injury, Section F. Liability and Medical Expenses Paragraph c. is replaced by the following:

Definitions, item 3. "Bodily Injury" is deleted and c. The wrongful eviction from, wrongful entry replaced with the following: into, or invasion of the right of private occupancy of a room dwelling or premises "Bodily injury" means bodily injury, sickness or that a person or organization occupies disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by
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committed by or on behalf of its owner,
landlord or lessor.

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From: Sabrina Lundy
To: Sabrina Lundy
Cc: Jasuara Castaneda; Pamela Christian; Ursula Deloa
Subject: APPROVED CONSENT CALENDAR ITEMS - October 5, 2021, City Council Meeting Date: Wednesday, October 6, 2021 9:54:25 AM
The following Consent Calendar items were approved by the City Council at its October 5, 2021, meeting:

HOUSING AUTHORITY CONSENT CALENDAR
G-1. ADOPT a resolution authorizing a contract amendment for as-needed temporary staffing services with Renoir Staffing in an amount of $180,000 for a total amount not to exceed $330,000.

CITY COUNCIL CONSENT CALENDAR
I-1. APPROVE contract amendment No. 1 with Larry Walker Associates in the amount of $320,000, for a total amount not to exceed $520,000 to assist with the Environmental Compliance Program Inspections, Sampling and the City's National Pollutant Discharge Elimination System (NPDES) and Stormwater Municipal Regional Permit (MRP).

I-2. ADOPT a resolution authorizing the issuance of a task authorization to Veolia Water to manage (on behalf of the City of Richmond) subcontracts with W.R. Forde and Associates, VW Housen and Questa Engineers to replace and or rehabilitate specific sanitary sewer pipelines in an amount not to exceed $474,274.50 [W.R. Forde and Associates. cost of $317,000 plus 16.5 percent mark-up of $52,305, plus 15 percent contingency of $47,550 plus 9 percent mark-up of $4,279.50; VW Housen project cost of $25,000, plus 16.5 percent mark-up of $4,125, plus 15 percent contingency of $3,750, plus 9 percent mark-up of $337.50; Questa Engineers Project Cost of $15,000, plus 16.5 percent mark-up of $2,475, plus 15 percent contingency of $2,250, plus 9 percent mark-up of $202.50].

I-3. ADOPT a resolution to appropriate budget from the 2019A Wastewater Bonds proceeds for the unanticipated work; and approve contract amendment No. 1 for Bay Hawk Inc., in the amount of $224,750 for the sewer pipeline repairs as listed in the 2018/2019 Risk Assessment Analysis (RAA) Clean-up Proposal Project list for a total contract amount not to exceed $598,750.

I-4. APPROVE a contract with Pisor Fence Division, Inc., for replacing existing damaged fence at the Wastewater Treatment Plant (601 Canal Blvd.) with a new 1,120 linear foot (LF) of 8' height fence filled with Green Vinyl Strips, in an amount not to exceed $128,070 (project cost of $121,393 plus 5.5 percent contingency of $6,677).

I-5. ADOPT a resolution authorizing the issuance of a task authorization to Veolia Water to manage (on behalf of the City of Richmond) subcontracts with: D'Arcy and Harty Construction, Inc., VW Housen and Questa Engineers to replace and or rehabilitate specific sanitary sewer pipelines in an amount not to exceed $956,440 [D'Arcy and Harty Project cost of $680,000 plus 16.5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 392
percent mark-up of $112,200, plus 15 percent contingency of $102,000 plus 9 percent mark-up of $9,100; VW Housen project cost of $25,000, plus 16.5 percent mark-up of $4,125, plus 15 percent contingency of $3,750, plus 9 percent mark-up of $337.50; Questa Engineers Project Cost of $15,000, plus 16.5 percent mark-up of $2,475, plus 15 percent contingency of $2,250, plus 9 percent mark-up of $202.50].

I-6. ADOPT a resolution authorizing the city manager, or designee, to enter into a Maintenance Agreement with Caltrans. The City of Richmond will be responsible for maintaining the signage and striping improvements that are installed at the intersection of Harbour Way South and Hoffman Boulevard as shown in Exhibit A.

I-7. APPROVE contracts with: (1) Avery and Associates;(2) The Byers Group; (3) Cooperative Personnel Services; (4) Koff and Associates, and(5) Management Partners each for $75,000 $50,000 for executive recruitment services over a three-year period from September 28, 2021, to September 27, 2024. The Council authorized $50,000 for each contract NOT $75,000.

I-8. AMEND the salary schedule to acknowledge Richmond Fire Management Association's executing the option to move a differential pay into base salary.

I-9. Continued to the October 19, 2021, City Council meeting.

I-10. APPROVE two legal services agreements, first amendments to five legal services agreements, and two second amendments to existing legal services agreements with: (1) Liebert, Cassidy Whitmore; (2) Sloan Sakai Yeung & Wong LLP; (3) Maloney Employment Law; (4) Orbach, Huff, Suarez & Henderson; (5) McNamara, Ney, Beatty, Slattery, Borges & Ambacher; (6) Newdorf Legal; and (7) Allen Glaessner Hazelwood & Werth to represent the City of Richmond in pending and future employment, dangerous condition, police/tort defense and other municipal law litigation in state and federal court.

I-11. ADOPT a resolution authorizing the city manager to execute a professional services agreement for Municipal Advisor services for land-secured financing districts if and when needed with any of the following firms (listed alphabetically): KNN Public Finance, LLC; NHA Advisors, LLC; Public Resources Advisory Group, Inc. ("PRAG"). Professional services agreements for as-needed services shall be for individual amounts not to exceed $100,000 over a three-year period, with an option to extend the contract for two years. Total authority is limited to $300,000 maximum, with no single contract exceeding $100,000. This list and these limits may be revised, amended, or canceled by the action of the City Council, including by resolution for the issuance of bonds. The Council authorized the recommended service agreement amounts with revision to some of the language in the resolution.

I-12. APPROVE and AUTHORIZE the Police Department to spend up to $50,000 per vendor over the next three (3) years. The four vendors were chosen based upon their ability to source and provide, at reasonable cost, the ammunition sizes utilized by the department. The four vendors are: Dooley, LC Action, San Diego Police Supply, and Ammo.com.

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I-13. APPROVE a sole-source agreement with the Contra Costa County District Attorney's Office for the continued and dedicated services of a deputy district attorney who would be specifically assigned as Richmond's Community Based Prosecutor, in an amount not to exceed $100,000 from July 1, 2021, through June 30, 2022.

I-14. APPROVE a three-year contract with the Richmond Rod & Gun Club in an amount not to exceed $35,000 for ongoing training and practice.

I-15. AUTHORIZE the city manager or designee to execute a grant agreement with the State Department of Parks and Recreation for a $25,000 Certified Local Government (CLG) grant and APPROPRIATE the $25,000 CLG grant in Fiscal Year 21/22 budget.

I-16. APPROVE a sole-source contract with PES Environmental, Inc. (PES) in an amount not to exceed $70,000 for environmental consultation services related for the Miraflores Property, through June 30, 2023, to be paid for by funding from the Successor Agency to the Richmond Community Redevelopment Agency.

I-17. APPROVE a request to waive the rental fees in the amount of $873.50 for the 2021 Soulful Softball Sunday games and activities scheduled for October 17, 2021, at Nicholl Park.

I-18. PROCLAMATION declaring October 16, 2021, as Arbor Day in the City of Richmond.

I-19. PROCLAMATION declaring October 6, 2021, as California Clean Air Day in the City of Richmond.

Resolutions and Ordinances adopted at this meeting and the official minutes will be posted on the City Clerk’s webpage within 14 business days following the City Council meeting.

The Purchasing Division will accept a printout of this email as proof of contract approval by the City Council. Please include a copy of this email with contracts delivered to the City Clerk’s Office for signature routing.

Sabrina Lundy
City Clerk’s Office
(510) 231-3048
Please Note: This message is being sent on a public e-mail system and may be subject to disclosure pursuant to the California Public Records Act. The City Clerk’s Department is prohibited from giving legal advice (per California Business and Professions Code 6125).

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City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9/20/2021_________________________
Vendor ___KNN_______ Evaluator Name ______JOE LEACH________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 25 Did well to research
city; exp. w/ LLMD
and Geol Haz
Abatement Dist into
CFD instead of
separate;

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 25 Helped Santee w/
first CFD; Vacaville’s
first CFD in 28 years;
marina, Oakland and
SoSF; familiar w/
combined CFDs w/
EBMUD; strong
disclaimer re: scope
of clients as public
entities, local
governments, school
districts; long-tenured
staff experience w/
firm; comment on the
need for formally
adopted CFD
goals/policies

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 399
2 Cost Proposal 20 20 competitive
TOTAL 85
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 400

Page 1 of 1 ends

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9.14.2021_________________________
Vendor ___KNN_______ Evaluator Name ______T. Fuller________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

Cost Proposal 20 20
TOTAL 85
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 401

Page 1 of 2 ends

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9/20/2021_________________________
Vendor ___NHA ADVISORS___ Evaluator Name ______JOE LEACH________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 28 Researched various
issues in Richmond
and provided similar
expertise;

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 28 Well qualified. Have
done many, many
CFDs, so excellent
firm to have on-call.

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 20 Proposes to be lead
on finance meetings
to ensure milestones
are met; headquarted
in San Rafael; limited
Bay Area experience
cited; cited several
CFDs that included
soil remediation
issues; ranked No. 1
in last 5 years based
upon volume in No
Cal
Cost Proposal 20 20 thorough
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 402
2 TOTAL 96
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 403

Page 1 of 1 ends

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9.14.2021_________________________
Vendor ___NHA_______ Evaluator Name ______T. Fuller________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 30 Well qualified. Have
done many, many
CFDs, so excellent
firm to have on-call.

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

Cost Proposal 20 20
TOTAL 100
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 404

Page 1 of 1 ends

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9/20/2021_________________________
Vendor ___PRAG_______ Evaluator Name ______JOE LEACH________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 25 Good firm. Seem to
have strength in
certain types of
financing w/
competency in most
others

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 18 competent
Cost Proposal 20 18
TOTAL 86
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 405

Page 1 of 1 ends

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9.14.2021_________________________
Vendor ___PRAG_______ Evaluator Name ______T. Fuller________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 25 Good generally, but
not my first choice for
the CFD work.

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 20
Cost Proposal 20 15
TOTAL 85
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 406
407
408
409
410
411
412
413
414
415
416
417
418
419
420
421
422

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

Finance Jerry Gurule [email protected] (510) 620-6591 15086 5830 On-call municipal advisor consulting services
✔
2 NHA ADVISORS, LLC
4040 Civic Center Drive, Suite 200 San Rafael CA, 94903 Mike Meyer (415) 785-2025 [email protected] 4006-1768 December 31, 2023 ✔ October 5, 2021 October 6, 2021 October 6, 2024 100,000.00 DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 423
Contract Amendment/EJ/TE 09-26-07

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

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

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

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

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

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

By _______________________
City Clerk
Approved as to form:

By_______________________
City Attorney
List of Attachments:

1. Amendment Provisions

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

NHA ADVISORS, LLC
DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 Principal
City Manager
8/21/2023
424
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

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

Contract Amendment/EJ/TE 9-26-07

NHA ADVISORS, LLC
2 5830
- Pension report and presentation to City Council, Details of Scope of Services can be found in "Exhibit A" of the Regulatory Disclosure Letter.

DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 425
4040 Civic Center Drive, Suite 200
San Rafael, CA 94903
Office: 415.785.2025
www.NHAadvisors.com
February 8, 2023
Delmy Cuellar
Finance Director
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
RE: City of Richmond 2023 Pension Consulting – Regulatory Disclosure Letter Dear Delmy,
NHA Advisors, LLC (“NHA Advisors”) is required to send this Regulatory Disclosure Letter per Municipal Securities Rulemaking Board (“MSRB”) rules. This letter specifies the terms and details of the work that NHA Advisors will perform for the City of Richmond (the “City”) relating to the above referenced project (the “Project”). Additionally, this letter provides certain duties and disclosures that municipal advisors must present to all clients prior to beginning work on a municipal transaction.

Scope of Municipal Advisory Activities to be Performed
A detailed Scope of Services can be found in Exhibit A.

Independent Registered Municipal Advisor (“IRMA”)
If acting in the capacity of an Independent Registered Municipal Advisor (“IRMA”), with regard to the IRMA exemption of the U. S. Securities and Exchange Commission (“SEC”) Rule, NHA Advisors will review all third-party recommendations submitted to NHA Advisors in writing by the City.

Term of the Project
The Project will commence on February 8, 2023 and end on June 30, 2023, unless the term of the Project is otherwise terminated or extended. Any extensions must be mutually agreed upon by all parties in writing.

Termination of NHA Advisors’ Role on Project
The City may terminate NHA Advisors’ role on the Project at any time and without cause upon written notification to NHA Advisors.

In the event of termination, NHA Advisors shall be entitled to compensation for services performed to the effective date of termination. The City, however, may condition payment of such compensation upon NHA Advisors delivering to the City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to NHA Advisors or prepared by or for NHA Advisors or the City in connection with NHA Advisors’ work on the Project.

DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 426
CITY OF RICHMOND 2023 PENSION CONSULTING
REGULATORY DISCLOSURE LETTER FEBRUARY 8, 2023
PAGE 2
NHA Advisors may terminate upon 45 days’ written notice to the City and shall include in such notice the reasons for termination.

Compensation and Out-of-Pocket Expenses
A detailed proposal for compensation and expenses can be found in Exhibit B.

Fiduciary Duty
NHA Advisors is registered as a Municipal Advisor with the SEC and MSRB. As such, NHA Advisors has a fiduciary duty to the City and must provide both a Duty of Care and a Duty of Loyalty that entail the following.

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

Duty of Loyalty:

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

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

DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 427
CITY OF RICHMOND 2023 PENSION CONSULTING
REGULATORY DISCLOSURE LETTER FEBRUARY 8, 2023
PAGE 3
The following are potential conflicts of interest to be considered. • NHA Advisors represents that in connection with the issuance of municipal securities, NHA Advisors may receive compensation from the City for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, NHA Advisors hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding NHA Advisors’ ability to provide unbiased advice to enter into such transaction.

This potential conflict of interest will not impair NHA Advisors’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the City. • The fee paid to NHA Advisors increases the cost of investment to the City. The increased cost occurs from compensating NHA Advisors for municipal advisory services provided. • NHA Advisors serves a wide variety of other clients that may, from time to time, have interests that could have a direct or indirect impact on the interests of another NHA Advisors client. For example, NHA Advisors serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the City. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, NHA Advisors could potentially face a conflict of interest arising from these competing client interests. NHA Advisors fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with the City.
• Gerald Craig Hill, the Managing Principal of NHA Advisorsis currently serving as an outside director for the HdL Companies based in Diamond Bar, CA. HdL Companies is a software and professional services consulting company providing revenue data and collections information to local governments, potentially including NHA Advisors’ clients. HdL Companies have affiliates including, but not limited to, HdL Coren & Cone. From time to time, NHA Advisors utilizes the services of HdL Coren & Cone for its clients. NHA Advisors is mindful of this conflict of interest and fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith when this situation arises.
• NHA Advisors does not have any affiliate that provides any advice, service, or product to or on behalf of the City that is directly or indirectly related to the municipal advisory activities to be performed by NHA Advisors.
• NHA Advisors has not made any payments directly or indirectly to obtain or retain NHA Advisors’ municipal advisory business.
• NHA Advisors has not received any payments from third parties to enlist NHA Advisors’ recommendation to the City of its services, any municipal securities transaction, or any municipal finance product.
• NHA Advisors has not engaged in any fee-splitting arrangements involving NHA Advisors and any provider of investments or services to the City.
• NHA Advisors does not have any legal or disciplinary event that is material to the City’s evaluation of the municipal advisory or the integrity of its management or advisory personnel. • NHA Advisors does not act as principal in any of the transaction(s) related to this Project. • During the term of the municipal advisory relationship, this disclosure will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within this disclosure and the revised writing will be promptly delivered to the City.

DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 428
CITY OF RICHMOND 2023 PENSION CONSULTING
REGULATORY DISCLOSURE LETTER FEBRUARY 8, 2023
PAGE 4
Pursuant to MSRB Rule G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following:
• NHA Advisors is currently registered as a Municipal Advisor with the SEC and the MSRB. • Within the MSRB website at www.msrb.org, City may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.

Legal Events and Disciplinary History
NHA Advisors does not have any legal events and disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The City may electronically access NHA Advisors’ most recent Form MA and each most recent Form MA-I filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC.

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

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

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

If there are any questions regarding the above, please do not hesitate to contact NHA Advisors.

DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 429
CITY OF RICHMOND 2023 PENSION CONSULTING
REGULATORY DISCLOSURE LETTER FEBRUARY 8, 2023
PAGE 5
Sincerely,
Mark Northcross, Principal
NHA Advisors, LLC
DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 430
CITY OF RICHMOND 2023 PENSION CONSULTING
REGULATORY DISCLOSURE LETTER FEBRUARY 8, 2023
PAGE 6

EXHIBIT A

SCOPE OF SERVICES
Pension Report and Presentation to City Council
♦ Review prior 5 to 6 years of CalPERS reports
♦ Analyze the City's current and future unfunded actuarial liability (“UAL”) based on available actuarial information, CalPERS assumptions, funded status, assets, and estimated contribution rates
♦ Review historical pension cost data, analyze and communicate trends & projections ♦ Provide comparison of City’s pension statistics versus peer agencies ♦ Discuss pension cost impacts to the City budget
♦ Provide a summary of the 2022 Pension Refunding Bond, including overall objectives and future payments
♦ Provide an overview of the City’s Pension Tax Override; including mechanics/calculations of the tax, projected future PTO revenue, and cost allocation to POBs vs. UAL/Normal Cost ♦ Provide an overview of cost management strategies available to the City, including but not limited to: Section 115 Trusts, Additional Discretionary Deposits, and Pension Obligation Bonds ♦ Analyze advantages and disadvantages of each option and discuss risks and other considerations ♦ Assist with staff report and agenda information (if requested) ♦ Develop presentation materials for City Council workshop, make presentation and respond to questions from stakeholders and City Council members
DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 431
CITY OF RICHMOND 2023 PENSION CONSULTING
REGULATORY DISCLOSURE LETTER FEBRUARY 8, 2023
PAGE 7

EXHIBIT B

COMPENSATION SCHEDULE
Budget
For work described in the Scope of Services, NHA Advisors will receive a fee of $8,500. For any work requested beyond this initial scope, this fee may be increased but not to exceed $10,000.

Expenses (Out-of-Pocket)
All expenses will be billed directly at cost to the City. Expenses will be limited to those necessary for completion of the project.

DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 432
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

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

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

Term Amendment (insert new termination date):________________________

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

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

Term Amendment (insert new termination date):________________________

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

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

Term Amendment (insert new termination date):________________________

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

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

Term Amendment (insert new termination date):________________________

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

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

Term Amendment (insert new termination date):________________________

Service Plan

NHA ADVISORS, LLC
2 5830 December 20, 2022 100,000.00 200,000.00 ✔
200,000.00 200,000.00 200,000.00 200,000.00
DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 433
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 1 of 3
Revised: June 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

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

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

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.

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

DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 434
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 2 of 3
Revised: June 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

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

Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

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

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

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

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

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

Claims-Made Policies
DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 435
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 3 of 3
Revised: June 2011
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.

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

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

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

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

DocuSign Envelope ID: B8A0BD55-262D-45B2-A283-2FA66E260587 436

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

City Attorney Office/Finance Department Shannon Moore/Nickie Mastay [email protected] and [email protected] 620-6509 15086 5830 On-Call Municipal Advisor Consulting Services
✔
3 NHA Advisors, LLC 440 Civic Center Drive, Suite 200 San Rafael, CA 94903 Mark Northcross/Mike Myer (415) 785-2025 [email protected] 4006-1768 December 31, 2023 ✔ October 5, 2021 October 6, 2021 October 6, 2024 100,000.00 437
Contract Amendment/EJ/TE 09-26-07

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

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

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

By _______________________
City Clerk
Approved as to form:

By_______________________
City Attorney
List of Attachments:

1. Amendment Provisions

NHA Advisors, LLC
438
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”

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

Contract Amendment/EJ/TE 9-26-07
3 5830 NHA Advisors, LLC 100,000.00 300,000.00
See Attached Service Plan Exhibit A
439

EXHIBIT A

SCOPE OF SERVICES

FINANCIAL CONSULTING AND MUNICIPAL ADVISORY SERVICES
The scope of work will generally include, but will not be limited to, the following services:

On-Call Municipal Advisor Consulting Services
• Work with City staff to review and provide advice on operational budgets • Develop financial models for funding capital needs
• Assist in appropriate disclosure for annual financial reporting • Assist in appropriate continuing disclosure for outstanding obligations requiring annual filing • Review and respond to general questions related to public finance • Assist staff with reports or information items related to financing strategies or opportunities • Respond to general inquiries from staff
• As needed, develop presentation materials or memos detailing financing information • As needed, present information to City Council, Staff or Other Stakeholders in format determined by City staff
Point Molate Project Consulting Services
• NHA will continue to assist City staff in all financial funding and consultant matters related to the Pt.

Molate project and legal actions, including both technical issues and policy issues.

Pension Consulting Services (as needed)
• Review old and current CalPERS reports
• Analyze the City's current and future unfunded actuarial liability (“UAL”) based on available actuarial information, CalPERS assumptions, funded status, assets, and estimated contribution rates • Review historical pension cost data, analyze and communicate trends & projections • Provide comparison of City’s pension statistics versus peer agencies • Discuss pension cost impacts to the City budget
• Provide analysis the City’s Pension Tax Override; including mechanics/calculations of the tax, projected future PTO revenue, and cost allocation to POBs vs. UAL/Normal Cost • Provide an overview of cost management strategies available to the City, including but not limited to:

Section 115 Trusts, Additional Discretionary Deposits, and Pension Obligation Bonds • Provide updates related to POBs and other strategies based on evolving market conditions • Analyze advantages and disadvantages of each option and discuss risks and other considerations 440 • Analysis and evaluation of OPEB liability
• Assist with staff report and agenda information
• Develop presentation materials for educational workshops, City Council meetings or other stakeholder meetings; make presentation and respond to questions from stakeholders and City Council members 441
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.