Richmond City Council
October 3, 2023

CITY OF RICHMOND

STANDARD CONTRACT

Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

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

1. Parties.

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

2. Term.

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

3. Payment Limit.

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

4. Contractor’s Obligations.

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

5. City's Obligations.

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

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

7. General Conditions.

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

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

9. Insurance Provisions.

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

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

Title: By:

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

Date Signed:

B y :

City Clerk

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

B y :

B y : T i t l e :

City Attorney
Date Signed:

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

LIST OF ATTACHMENTS:

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

EXHIBIT A

SERVICE PLAN

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

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
Project # and Name: 3 - E-Bike Lending Library Strategy: Car Sharing and Mobility Enhancement Lead Entity: Urban Tilth (work will be done by a fiscally sponsored organization, Rich City Rides, operating with fiscal sponsorship by Urban Tilth)
Project Description: The E-Bike Lending Library (Lending Library) will be a new structure in Unity Park focused on supporting community members in integrating e-bikes into their lives, which supports the community's effort to improve Richmond's growing zero-carbon-based transportation infrastructure. This will include development of a new long-term E- bike share program, where community members can check out bikes, take free classes, and get help and support with every aspect of having an e-bike as a flexible, accessible, and useful mode of transportation. The Lending Library will create a VTM “Volunteer, Training, Maintenance” road to ownership program which will allow community members to receive an e-bike upon completion of the VTM program.

Operations & Maintenance Plan: Rich City Rides will provide additional details to SGC on how the E-Bike Lending Library’s facilities operations and maintenance will be funded during and after the grant period. This Operation and Maintenance Plan will be developed between Rich City Rides and the City of Richmond’s Parks and Recreation Division to be completed in the 11th month of the grant period. Rich City Rides will apply for applicable grants to support the continuation of the bike share programs.

Reimbursement Conditions: Grantee will not be reimbursed for Task 2 (construction & implementation) until all readiness deliverables within Task 1 are received, approved and notified through an updated readiness memo provided by the TCC Grant Manager.

Task Deliverable(s) Timeline Grant Funds Leverage Funds Task 1: Readiness
A: Develop VTM “Volunteer,
Training, Maintenance” road to
ownership program and
program's Operations and
Maintenance Plan, including
breakdown for ownership and
long- term lending. Confirm E-
bike donation with Shared
Readiness Condition
A: 1) Final VTM road to
ownership program and
Operations and
Maintenance Plan
2) Letter of donation
commitment from Shared
Mobility
Grant Execution -
August, 2024 $245,795.00 $181,862.49

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
Mobility for 120 donated E-
bikes.

B: Develop agreements for
Lending Library building vision,
decision-making for design
process, and construction
agreements, as well as
maintenance agreements for
during and after the grant
period
Readiness Condition
B: 1) Completed
Maintenance MOU/Letter of
Understanding and Lease
2) Operations and
Maintenance Plan and
Letter of Commitment from
Rich City Rides
C. Hire project team including
project manager, designer,
and outreach specialist
C: Job descriptions and/or
signed contracts
D: Develop Outreach and
Engagement Plan for Lending
Library building design.

D: Final outreach plan
E: Develop branding for
outreach and host 3-4
community design outreach
sessions and other outreach
opportunities to gather
feedback on design
E: 1) Graphic identity and
branding package
2) Printed outreach
materials
3) Advertisements
4) Final Community Design
Outreach Summary
F: Create site plan in
coordination with Charleston
Mobility and City of Richmond
Transportation Department
F: Site plan including utility
plan
G. Obtain permits for
construction and CEQA NOE
Readiness Condition
G: 1) Final permits

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
2) Final CEQA
H. Complete 30%, 50%, 100%
and Bid Set of Construction
Documents Plans,
Specifications, and Estimates
Readiness Condition
H: Final 100% Design
Plans, Specifications, &
Estimates (PS&E)
Task 2: Implementation
A: Construction of Lending
Library
A: 1) Final Notice of
Completion for installed
scope of work
2) Photos of Richmond E-
Bike Lending Library
Structure
January 2024 -
2025 $1,160,182.00 $222,718.00 B: Purchase e-bikes and batteries
B: 1) Shipping Confirmation
2) Photos of E Bikes in the
Lending Library
C: Install charging equipment,
update software on e-bikes
and test library system
C: 1) Photos of chargers
installed in the Lending
Library
2) Report on full library
system test
Task 3: Launch and Outreach
A: Develop curriculum for
community E-Bike Lending
Library classes and VTM
program
A: Final curriculums
January 2024 -
2025 $25,523.00 $82,077.00
B: Finalize Community
Outreach and Engagement
Plan for Lending Library
B: Final Community
Outreach Engagement Plan
and Event Schedule

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
Operations including kick-off
event, educational community
classes, workshops, and bike
rides. Plan to be based on
community input gathered in
Task 1
C: Host kick-off event for
Lending Library Launch and
Community Outreach and
Engagement Plan
C: Library Launch and Kick-
off event summary, photos,
and outreach/promotional
materials
Task 4: Education, Operations & Maintenance
A: Technical assistance
training including but not
limited to storage and
inventory management
systems for E-Bike libraries,
safe operation of E-Bikes, E-
Bike maintenance, and road
safety issues as well as
training for interacting with the
public.

A: Summary of training
including photos
January 2024 -
Project Completion
Period
$818,805.00 $251,870.00
B: Host 48 educational
community classes, ride or
workshops
B: 1) Annual
class/workshop/ride
summary, photos, and
outreach/promotional
materials
2) Certificate of Completion
for VTM participants

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
C: Ongoing operations and
maintenance of E-Bike
Lending Library
C: 1) Bimonthly library use
and bike maintenance
reports
2) Final report highlighting
project metrics
Task 5: Grant Administration
A: Invoicing and reporting;
including metrics and reporting
template development
A: 1) Bimonthly progress
reports and invoicing
2) Final report highlighting
project metrics
3) Regular GHG
calculations as needed
4) Reporting templates Project Completion
Period $9,360.00 $49,140.00
B: Indicator Reports and
Evaluation Data for Evaluation
Technical Assistance Provider
B: 1) Annual Indicator
Reports
2) Participation in
Evaluation Surveys,
Interviews, Focus Groups,
Information Requests
Equipment (entire project) N/A Project Completion
Period $0 $0
Contingency 10% Contingency Project Completion
Period $201,387.00 $0
Lead Entity Indirect Costs
Indirect costs consistent
with the TCC guidelines and
grant agreement, at a rate
approved under this grant
agreement.

Project Completion
Period $0 $0
Project Total $2,461,052.00 $787,667.49

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
Community Engagement Plan Lead Entity: City of Richmond Plan Description: The Community Engagement Plan will center around the Youth Fellows Program, an annual, paid fellowship program for Black and Brown Richmond youth. Overseen by Rich City Rides and the City’s TCC Coordinator, a group of 15 youth aged 16-24 will be recruited each year and will receive mentorship and training by TCC and community partners, help lead engagement for the projects to ensure TCC implementation reflects community needs, and have 2 voting seats in the Collaborative Stakeholder Committee (CSC).

Task Deliverable(s) Timeline Grant Funds Leverage Funds Task 1: TCC Implementation Launch, Outreach, and Annual Planning

A: Create and launch
Richmond Rising
website/Transparent
Richmond page and social
media accounts to provide
project specific engagement
and update the community at
a minimum of monthly
intervals
A: 1) Website link added
to City's Transparent
Richmond Website
2) Social Media Calendar
3) Summary of Posts (Bi-
monthly update with
invoice)
Project
Completion Period $79,269.75
B: Initial outreach strategy
and materials development
B: Press release, initial
contacts database,
outreach strategy
C: Determine annual
community engagement
needs and Youth Fellows
activities
C: Engagement and
outreach workplan
D: Hold initial TCC
Fair/activity
D: Event schedule, print
and digital
announcement, event
summary and photos
E: Coordinate development
and printing of project-
specific outreach materials
E: Project-specific
Outreach Materials
Task 2: Recruitment, Training, and Coordination of Youth Fellows

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
A: Develop Youth Fellow job
description, participation
agreements, waivers, and
any other documentation
needed to recruit and
onboard Youth Fellows
A: Final job description,
participation agreement,
waiver(s)
Project
Completion Period $889,730.00
B: Develop four Youth
Fellow training modules and
materials, formalize training
partnerships. Revisited
annually to refine as needed.

B: Training modules,
materials, and schedule
C: Pop-up recruitment
meetings to share program
with potential Youth Fellows
(3 per year, preceding start
of next Fellow Cohort)
C-F: Annual Youth
Fellows Summary
including (but not limited
to):
1) recruitment outcomes
2) offer letters
3) training summary and
photos
4) schedule and
assignments
5) experience summaries
6) summaries of
community
findings/learnings
D: Recruit, hire and train 15
Youth Fellows annually.

Training includes 4
developed modules on
climate equity, organizing,
community engagement, and
at least 3 training workshops
on TCC projects and plans,
per cohort of Youth Fellows.

E: Surface and coordinate
mentorship and job
shadowing opportunities
between TCC partners and
Youth Fellows

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
F: Support Youth Fellows in
summarizing community
data to inform both TCC
implementation and future
Climate Action Plan update
Task 3: Youth Fellows
A: Each Youth Fellow
attends trainings including 4
developed modules on
climate equity, organizing,
community engagement, and
at least 3 training workshops
on TCC projects and plans.

A-F: Annual Youth
Fellows Summary
including (but not limited
to):
1) recruitment outcomes
2) offer letters
3) training summary and
photos
4) schedule and
assignments
5) experience summaries
6) summaries of
community
findings/learnings
Project
Completion Period $224,280.00
B: Each Youth Fellow
attends up to 5 project or
community meetings per
year
C: Youth Fellows host up to
4 community bike rides per
year
D: Youth Fellows hold 1:1
interviews with Project Area
residents to have more in-
depth conversations about
projects, concerns,
questions and gather
community impressions of
TCC projects. (2 per Youth
Fellow per year)
E: Each Youth Fellow tables
at up to five community
events annually to share
information and ask
residents about their climate
priorities and record to share
with CSC

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
F: Youth Fellows support at
project-specific outreach
activities, engagement, and
implementation
G: Youth Fellows support
overall TCC messaging,
especially drafting
engagement messages and
sharing on website and
social media
G: Social Media Calendar
contributions
H: Youth Fellows attend
Collaborative Stakeholder
Structure Committee
meetings, report on input
and findings from
engagement
H: 1) Bimonthly
engagement updates
2) Annual Youth Fellows
Summary
Task 4: Grant Administration
A: Post announcement and
hire Rich City Rides Project
Manager and Community
Organizer, onboard and train
new hires
A: Position postings
Project
Completion Period $26,325.00 $29,250.00
B: Develop templates for
activity summaries, youth-
produced content, and
reporting for CEP
B: Templates
C: Coordinate payments of
Community Work product
Compensation for Project
Area resident members of
CSC and the meeting
expenses
C: Annual summary
D: Rent and staff TCC co-
working station
D: Signed Rental
Agreement

EXHIBIT B – BUDGET AND SCHEDULE OF DELIVERABLES
E: Invoicing and reporting;
including metrics and project
management
E: 1) Bimonthly progress
reports and invoicing
2) Final report highlighting
project metrics
3) Regular GHG
calculations as needed
F: Indicator Reports and
Evaluation Data for
Evaluation Technical
Assistance Provider
F: 1) Annual Indicator
Reports
2) Participation in
Evaluation Surveys,
Interviews, Focus Groups,
Information Requests
Plan Total $1,219,604.75 $29,250.00

EXHIBIT C – SPECIAL TERMS AND CONDITIONS Part 1 – Transformative Plans

SPECIAL TERMS AND CONDITIONS
PART 1 – Transformative Requirements

1. Community Engagement
Grantee is required by AB 2722 to ensure meaningful community engagement of the TCC Project Area residents and key stakeholders in all phases of implementation; Grantee will conduct and oversee community engagement for the entirety of the TCC Project;
Grantee will report to SGC on community engagement related activities; Grantee will develop a process to collect and address complaints or concerns related to TCC Project implementation; and
Grantee will ensure all Community Engagement costs are directly related to the implementation of the Projects included in the TCC Project, per Section II.E of the TCC Guidelines.

EXHIBIT C – SPECIAL TERMS AND CONDITIONS Part 1 – Transformative Plans Part 2 – Project-Specific Terms and Conditions
Grantee certifies that it will ensure that the Lead Entity of each Project adheres to the following requirements.

2. Car Sharing and Mobility Enhancement
All Car Sharing and Mobility Projects
Lead entity shall maintain an implementation plan which includes:
i. Processes and timeline to develop program design and procedures including vehicle and equipment specifications and detailed program requirements listed below. ii. Procurement policies including bid, lead time, and roll-out plan i. Supplemental prerequisite work:
ii. Analyses of proposed area and site selection criteria iii. Documentation of community engagement informing program design, location, and operational structure
iv. Operations & maintenance plan
v. Long-term business plan demonstrating financial feasibility Vehicle and Equipment Specifications
Lead Entity must purchase or lease eligible light-duty passenger vehicles or medium-duty passenger or shuttle vans that are zero emission or near-zero emission vehicles, which include hydrogen fuel cell vehicles, battery electric vehicles (BEV), and fuel cell electric vehicles (FCEV). Changes to the fleet after grant execution may be made subject to prior written approval by SGC. Additional vehicle requirements:
i. May be purchased or leased (2-year minimum lease period). ii. May be new or used.
iii. Must be a four (4) passenger vehicle or more.
iv. New vehicles must be eligible for the Clean Vehicle Rebate Project (CVRP) or the California Hybrid and Zero-Emission Truck and Bus Voucher Project (HVIP), but they cannot participate in those projects, i.e., they cannot receive rebates from CVRP2 or vouchers from HVIP3.
v. Used vehicles that have participated in CVRP or HVIP and have fully complied with CVRP and HVIP requirements are eligible.
vi. Must be registered in California.
vii. No modifications to the vehicle’s emissions control systems, hardware, software calibrations, or hybrid system (California Vehicle Code (CVC) Section 27156). viii. A chassis that has been modified with aftermarket parts or equipment to create a PHEV or zero-emission vehicle is not eligible.
ix. Vehicle title cannot be salvaged (as defined in CVC Section 544).

EXHIBIT C – SPECIAL TERMS AND CONDITIONS Part 1 – Transformative Plans Lead Entity may purchase and install electric vehicle supply equipment (EVSE) to provide electricity for BEVs and PHEVs, as applicable. EVSE equipment may be:
i. Installed in commercial or residential locations.
ii. May include ports for bicycle charging if the project design includes electric bicycles. iii. Level 2: rated up to 240 volts AC, up to 60 amps, and up to 14.4 kW. iv. Level 3: high voltage AC or DC with the capability to charge the vehicle to approximately 80% capacity within 30 minutes.

Lead Entity may purchase Class 1 or Class 2 electric bicycles and supporting equipment for the bicycle sharing complement to the car sharing system. Electric bicycles and equipment should comply with the following:
i. Purchase and install electric bicycle charging equipment to provide electricity for electric bicycles, no more than one (1) per bicycle, as applicable. ii. Purchase bicycle locking stations, no more than one (1) per bicycle, as applicable. iii. May purchase bicycle helmets for use of electric bicycle.

Lead Entity must establish secure and safe home base parking for project vehicles and optional electric bicycles within the Project Area.

Program Requirements
Lead Entity must develop policy and process to evaluate potential vehicle drivers, bicycle riders, vanpool riders, and subsidy recipients, as applicable and as follows:
i. Enroll all vehicle drivers, bicyclists, carpool/vanpool riders (non-driver participants), and subsidy recipients and ensure that they:
a. Complete an Initial Participant Survey upon enrollment. b. Complete trip surveys and participate in research as requested by Lead Entity. c. Pay project fees to use the car sharing system, as determined by Lead Entity. ii. Ensure enrolled vehicle drivers also meet the requirements below:
a. Possess a current driver’s license.
b. Meet minimum requirements to drive a project vehicle as required by Lead Entity and the insurance provider, to be developed in conjunction with SGC. iii. Ensure enrolled bicyclists satisfactorily complete a bicycle safety training program (as approved by SGC).
iv. Participants become ineligible upon any of the following events:
a. Vehicle driver or bicycle rider participant becomes ineligible per terms of insurance. b. Vehicle driver’s license lapses or is revoked.
c. Vehicle or bicycle rider is determined to be an unsafe or impaired driver by the Lead Entity.

EXHIBIT C – SPECIAL TERMS AND CONDITIONS Part 1 – Transformative Plans d. Participant causes damage to a vehicle, bicycle, EVSE or other project property, at the discretion of Lead Entity or SGC.
e. Non-payment of project fees to use the car sharing system, to participate in the project, or to receive subsidies, as required by the Lead Entity. f. Non-compliance with project requirements, at the discretion of Lead Entity or SGC.

Lead Entity must develop, administer, and maintain a user-friendly vehicle reservation system as applicable; at a minimum, provide telephone-based, person-to-person reservation fulfillment.

Lead Entity must develop policies and procedures documents and flow charts that describe Lead Entity’s administrative actions for evaluating and processing participants, reservations, vehicle maintenance, and data gathering and reporting, as applicable.

Lead Entity must establish and maintain records of participants, vehicles, EVSE, optional electric bicycles and chargers, fuel, maintenance, and other records, as applicable and as follows:
i. Identify participant data that is confidential and develop measures to keep this data confidential.
ii. Develop a systematic process and schedule to back-up participant, reservation database(s) on a daily basis at a minimum.
iii. Develop and enforce security measures to safeguard Project database(s). iv. Store all records in a secured and safe storage facility that maintains confidentiality and provides fire and natural disaster protection.

For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

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

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

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

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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

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

For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond

Richmond, CA 94804-0046

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

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

EXHIBIT D

GENERAL CONDITIONS

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

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

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

4. Patents, Trademarks, 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, General Conditions/EJ/TE 01-19-11 2 of 13

import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15. Indemnification
.

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to General Conditions/EJ/TE 01-19-11 7 of 13

indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section

15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 8 of 13

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

39. Performance and Final Acceptance
.

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

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

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

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

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

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

For the Contract between the City of
Richmond and

EXHIBIT E

SPECIAL CONDITIONS

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

For the Contract between the City of
Richmond and

EXHIBIT F

INSURANCE PROVISIONS

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

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

Professional Services

Type 2 – Page 1 of 3

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 2 of 3

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

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

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

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability coverage.

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

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

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

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

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

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

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

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

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

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

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

Professional Services

Type 2 – Page 3 of 3

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

Subcontractors

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

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

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

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

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

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

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

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

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

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

Reporting Requirements

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

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

•^
City of Richmond
Sole Source Justification
TfflS FORM MUST BE COMPLETED AND APPROVED PRIOR TO ANY PURCHASE Contact the Purchasing Division and discuss your rationale before completing this form. If Purchasing can help you make this a competitive purchase, then this form will not be required.

Attach this completed/approved form to requisitions when competitive quotes/bids/proposals are not solicited. (Required for requisitions > $3,000)
Requested Sole Source Supplier:
fame: urban Tiith (fiscal sponsor for Rich city Rides) Contact Name: Adam Boisvert Address: 323 Brookside Drive
City: Richmond _ State: _CA_Zip Code: _94801_
Phone Number f510 "» 232-0911 E-Mail [email protected] Duration of Contract: August 23, 2023 - December 31, 2028 Estimated Cost: $ $ 3,680,656.75 Funding Source (Account Strmg)^?^06wwoo20WG09_ Is the product/service IT related? Yes_No x_ If Yes, please attach the approved IT Authorization Form For Product: Is the recommended company the manufacturer of the product? Yes_ No x For Product: Does the manufacturer sell the item(s) through distributors? Yes_ No x Description of Product or Service:

Describe the full scope of work or service contemplated including installation if required; items should include brand, model and part number if applicable; (if additional space is needed, include them in a separate page) Urban Tilth, fiscal sponsor for Rich City Rides, will lead the E-Bike Lending Library (Lending Library), a new structure in Unity Park focused on supporting community members in integrating e-bikes into their lives, which supports the community's effort to improve Richmond's growing zero-carbon-based transportation infrastructure.

This will include development of a new long-term E-bike share program, where community members can check out bikes, take free classes, and get help and support with every aspect of having an e-bike as a flexible, accessible, and useful mode of transportation. The Lending Library will create a VTM "Volunteer, Training, Maintenance" road to ownership program which will allow community members to receive an e-bike upon completion of the VTM program.

They will also lead the Community Engagement Plan centered around the Youth Fellows Program.

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

Rich City Rides, fiscally sponsored by Urban Tilth, was specified as a Co-applicant in the City's Richmond Rising project submitted and awarded a TCC implementation grant. They are a Project Lead for one of the nine Richmond Rising project components. See attached Award Letter and Richmond Rising Project Summary.
(if additional space is needed, include them in a separate page) Page | 1 Sole Source Form - Rev. May 12, 2016
Complete the following checklist
A specific contractor is the only source of the required item because (check all that apply):

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

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

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

A specific item is needed:

To be compatible or interchangeable with existing hardware As spare or replacement hardware I—I For the repair or modification of existing hardware 11 Federal or state grant names vendor as condition of funding. (Attach copy of grant that names vendor)
There is a substantial risk in contracting with any other contractor, (e.g., only one contractor has been successful to date in implementing a difficult manufacturing process or the services sought). In a brief explanation, provide supporting evidence of why other contractors are considered to be unable to overcome the substantial risk.

Continuation of prior Work - Additional item, service or work required, but not known to have been needed when the original order was placed with vendor, and it is not feasible or practicable to contract separately for the additional need. Provide brief explanation and supporting evidence. (if additional space is needed, include them In a separate page) 2 I Page
I acknowledge the City's requirements for soliciting competitive quotes/bids for purchases over $3,000.00 and the criteria for justification for Sole Source purchases. I have gathered the required information, have made a concerted effort to review comparable/equal equipment/services (e.g., market research), and further affirm that there is no conflict of interest involved in the selection made.
lent: Community Development
and Title: Lina Velasco, Director of Community Development Note: Requester must be able to defend this justification.

Date: September 6, 2023 Phone: 510-620-6706
Department Director (Print) Una Veiasco _ (Sign) <^ ^^^T^^^Date: September 6,2023 Submit completed form to the Purchasing Division (Prior to submission to City Manager) Finance Director:
o=Qvf ft 13 chm&Tid, ou=:

APPROVED: Andrea Miller ^Sssr.:r~~ DATE: / /
NOT APPROVED: COMMENTS:

City Manager City Clerk Attesting to Council Approval
(Under $10,000.00) (Over $10,000.00) (Copy of Minutes may be substituted) Note: Richmond Municipal Code Section 2.52.326 Sole Source Procurement requires final approval by the City Manager and/or City Council. Sole Source must be approved by Finance Director, PRIOR to Council Approval.

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

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

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

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

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

1. Personal preference for product or vendor.

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

3. Features which exceed the minimum department requirements. 3 I Page
project # and Name: 3 - E-Bike Lending LibraryStrategy: Car Sharing and Mobility Enhancement [Lead Entity: Urban Tilth (work will be done by a fiscally sponsored organization, Rich City Rides, operating with fiscal |sponsorship by Urban Tilth)
'roject Description: The E-Bike Lending Library (Lending Library) will be a new structure in Unity Park focused on supporting community members in integrating e-bikes into their lives, which supports the community's effort to improve Richmond's growing zero-carbon-based transportation infrastructure. This will include development of a new long-term E- bike share program, where community members can check out bikes, take free classes, and get help and support with every aspect of having an e-bike as a flexible, accessible, and useful mode of transportation. The Lending Library will create a VTM "Volunteer, Training, Maintenance" road to ownership program which will allow community members to receive an e-bike upon completion of the VTM program.

Pperations & Maintenance Plan: Rich City Rides will provide additional details to SGC on how the E-Bike Lending Library's facilities operations and maintenance will be funded during and after the grant period. This Operation and Maintenance Plan will be developed between Rich City Rides and the City of Richmond's Parks and Recreation Division to |be completed in the 1 1th month of the grant period. Rich City Rides will apply for applicable grants to support the )ntinuation of the bike share programs.
|Reimbursement Conditions: Grantee will not be reimbursed for Task 2 (construction & implementation) until all readiness leliverables within Task 1 are received, approved and notified through an updated readiness memo provided by the TCC |Grant Manager.

TaskDeliverable(s)TimelineIGrant Funds[Leverage Funds
|Task1: Readiness
[A: Develop VTM "Volunteer,
|Training, Maintenance" road to
|ownership program and
[program's Operations and
|Maintenance Plan, including
[breakdown for ownership and
long- term lending. Confirm E-
Ibike donation with Shared
IReadjness Condition
1) Final VTM road to
|ownership program and
Pperations and
Maintenance Plan
|2) Letter of donation
lcommitment from Shared
|Mobility
Grant Execution
August, 2024$245,795.00$181,862.49

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES

Mobility for 120 donated E-
3ikes.
|B: Develop agreements for
|Lending Library building vision,
[decision-making for design
[process, and construction
[agreements, as well as
|maintenance agreements for
[during and after the grant
Iperiod
Readiness Condition
B: 1) Completed
Maintenance MOU/Letter of
Understanding and Lease
2) Operations and
Maintenance Plan and
Letter of Commitment from
Rich City Rides
Hire project team including
Iproject manager, designer,
land outreach specialist
|D: Develop Outreach and
[Engagement Plan for Lending
|Library building design.
|C: Job descriptions and/or
[signed contracts
|D: Final outreach plan
|E: Develop branding for
loutreach and host 3-4
|community design outreach
[sessions and other outreach
lopportunities to gather
feedback on design
|E: 1) Graphic identity and
[branding package
|2) Printed outreach
Imaterials
|3) Advertisements
|4) Final Community Design
putreach Summary
|F: Create site plan in
lcoordination with Charleston
|Mobility and City of Richmond
|Transportation Department
|G. Obtain permits for
lconstruction and CEQA NOE
|F: Site plan including utility
Iplan
Readiness Condition
|G: 1) Final permits

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES

2) Final CEQA
-^ Complete 30%, 50%, 100%
and Bid Set of Construction
Documents Plans,
specifications, and Estimates
readiness Condition
4: Final 100% Design
31ans, Specifications, &
Estimates (PS&E)
Fask 2: Implementation
\: Construction of Lending
-ibrary
3: Purchase e-bikes and
batteries
Y. Install charging equipment,
jpdate software on e-bikes
and test library system
\: 1) Final Notice of
completion for installed
.cope of work
?) Photos of Richmond E-
3ike Lending Library
structure
3: 1) Shipping Confirmation
?) Photos of E Bikes in the
-ending Library
Y. 1) Photos of chargers
nstalled in the Lending
-ibrary
?) Report on full library
system test
Fask 3: Launch and Outreach
\: Develop curriculum for
;ommunity E-Bike Lending
-ibrary classes and VTM
program
3: Finalize Community
Dutreach and Engagement
31an for Lending Library
\: Final curriculums
3: Final Community
Dutreach Engagement Plan
and Event Schedule
January 2024 -
2025
January 2024 -
2025
$1,160,182.00
$25,523.00
$222,718.00
$82,077.00

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES
Page3
Operations including kick-off
event, educational community
classes, workshops, and bike
rides. Plan to be based on
community input gathered in
Task 1
C: Host kick-off event for
Lending Library Launch and
Community Outreach and
Engagement Plan
;: Library Launch and Kick-
>ff event summary, photos,
ind outreach/promotional
naterials
Task 4: Education, Operations & Maintenance
A: Technical assistance
training including but not
limited to storage and
inventory management
systems for E-Bike libraries,
safe operation of E-Bikes, E-
Bike maintenance, and road
safety issues as well as
training for interacting with the
public.

B: Host 48 educational
community classes, ride or
workshops
^: Summary of training
ncluding photos
?:1) Annual
;lass/workshop/ride
summary, photos, and
)utreach/promotional
naterials
') Certificate of Completion
or VTM participants
January 2024 -
Project Completion
Period
$818,805.00 $251,870.00

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES

Y. Ongoing operations and
naintenance of E-Bike
-ending Library
;: 1) Bimonthly library use
ind bike maintenance
sports
:) Final report highlighting
iroject metrics
Fask 5: Grant Administration
\: Invoicing and reporting;
ncluding metrics and reporting
:emplate development
3: Indicator Reports and
Evaluation Data for Evaluation
Fechnical Assistance Provider
Equipment (entire project)
contingency
Lead Entity Indirect Costs
<: 1) Bimonthly progress
eports and invoicing
:) Final report highlighting
iroject metrics
i) Regular GHG
;alculations as needed
•) Reporting templates
S: 1) Annual Indicator
reports
') Participation in
Evaluation Surveys,
nterviews, Focus Groups,
nformation Requests
J/A
0% Contingency
ndirect costs consistent
/ith the TCC guidelines and
irant agreement, at a rate
ipproved under this grant
igreement.
=>roject Completior
Period
Project Completior
Period
Project Completior
Period
Project Completior
Period
Project Total]
$9,360.00
$0
$201,387.00
$0
$2,461,052.00
$49,140.00
$0
$0
$0
$787,667.49

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES

Community Engagement Plan Lead Entity: City of Richmond Plan Description: The Community Engagement Plan will center around the Youth Fellows Program, an annual, paid fellowship program for Black and Brown Richmond youth. Overseen by Rich City Rides and the City's TCC Coordinator, a group of 15 youth aged 16-24 will be recruited each year and will receive mentorship and training by TCC and community partners, help lead engagement for the projects to ensure TCC implementation reflects community needs, and have 2 voting seats in the Collaborative Stakeholder Committee (CSC).

Task Deliverable(s) Timeline Grant Funds Leverage Funds Task 1: TCC Implementation Launch, Outreach, and Annual Planning A: Create and launch
Richmond Rising
website/Transparent
Richmond page and social
media accounts to provide
project specific engagement
and update the community at
a minimum of monthly
intervals
B: Initial outreach strategy
and materials development
C: Determine annual
community engagement
needs and Youth Fellows
activities
D: Hold initial TCC
Fair/activity
E: Coordinate development
and printing of project-
specific outreach materials
A: 1) Website link added
to City's Transparent
Richmond Website
2) Social Media Calendar
3) Summary of Posts (Bi-
monthly update with
invoice)
B: Press release, initial
contacts database,
outreach strategy
C: Engagement and
outreach workplan
D: Event schedule, print
and digital
announcement, event
summary and photos
E: Project-specific
Outreach Materials
Project
Completion Period $79,269.75
Task 2: Recruitment, Training, and Coordination of Youth Fellows

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES
Page6
A: Develop Youth Fellow job
description, participation
agreements, waivers, and
any other documentation
needed to recruit and
onboard Youth Fellows
B: Develop four Youth
Fellow training modules and
materials, formalize training
partnerships. Revisited
annually to refine as needed.

C: Pop-up recruitment
meetings to share program
with potential Youth Fellows
(3 per year, preceding start
of next Fellow Cohort)
D: Recruit, hire and train 15
Youth Fellows annually.

Training includes 4
developed modules on
climate equity, organizing,
community engagement, and
at least 3 training workshops
on TCC projects and plans,
per cohort of Youth Fellows.

E: Surface and coordinate
mentorship and job
shadowing opportunities
between TCC partners and
Youth Fellows
A: Final job description,
participation agreement,
waiver(s)
B: Training modules,
materials, and schedule
C-F: Annual Youth
Fellows Summary
including (but not limited
to):
1) recruitment outcomes
2) offer letters
3) training summary and
photos
4) schedule and
assignments
5) experience summaries
6) summaries of
community
findings/learnings
Project
Completion Period$889,730.00

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES

F: Support Youth Fellows in
summarizing community
data to inform both TCC
implementation and future
Climate Action Plan update
Task 3: Youth Fellows
A: Each Youth Fellow
attends trainings including 4
developed modules on
climate equity, organizing,
community engagement, and
at least 3 training workshops
on TCC projects and plans.

B: Each Youth Fellow
attends up to 5 project or
community meetings per
year
C: Youth Fellows host up to
4 community bike rides per
year
D: Youth Fellows hold 1:1
interviews with Project Area
residents to have more in-
depth conversations about
projects, concerns,
questions and gather
community impressions of
TCC projects. (2 per Youth
Fellow per year)
E: Each Youth Fellow tables
at up to five community
events annually to share
information and ask
residents about their climate
priorities and record to share
with CSC
A-F: Annual Youth
Fellows Summary
including (but not limited
to):
1) recruitment outcomes
2) offer letters
3) training summary and
photos
4) schedule and
assignments
5) experience summaries
6) summaries of
community
findings/learnings
Project
Completion Period $224,280.00

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES
PageS
F: Youth Fellows support at
project-specific outreach
activities, engagement, and
implementation
G: Youth Fellows support:
overall TCC messaging,
especially drafting
engagement messages and
sharing on website and
social media
H: Youth Fellows attend
Collaborative Stakeholder
Structure Committee
meetings, report on input
and findings from
engagement
G: Social Media Calendar
contributions
H: 1) Bimonthly
engagement updates
2) Annual Youth Fellows
Summary
Task 4: Grant Administration
A: Post announcement and
hire Rich City Rides Project
Manager and Community
Organizer, onboard and train
new hires
B: Develop templates for
activity summaries, youth-
produced content, and
reporting for CEP
C: Coordinate payments of
Community Work product
Compensation for Project
Area resident members of
CSC and the meeting
expenses
D: Rent and staff TCC co-
working station
A: Position postings
B: Templates
C: Annual summary
D: Signed Rental
Agreement
Project
Completion Period$26,325.00$29,250.00

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES

E: Invoicing and reporting;
including metrics and project
management
F: Indicator Reports and
Evaluation Data for
Evaluation Technical
Assistance Provider
E: 1) Bimonthly progress
reports and invoicing
2) Final report highlighting
project metrics
3) Regular GHG
calculations as needed
F: 1) Annual Indicator
Reports
2) Participation in
Evaluation Surveys,
Interviews, Focus Groups,
Information
Plan Total $1,219,604.75 $29,250.00

EXHIBIT B - BUDGET AND SCHEDULE OF DELIVERABLES

SPECIAL TERMS AND CONDITIONS
PART 1 - Transformative Requirements

1. Community Engagement
Grantee is required by AB 2722 to ensure meaningful community engagement of the TCC Project Area residents and key stakeholders in all phases of implementation; Grantee will conduct and oversee community engagement for the entirety of the TCC Project;
Grantee will report to SGC on community engagement related activities; Grantee will develop a process to collect and address complaints or concerns related to TCC Project implementation; and
Grantee will ensure all Community Engagement costs are directly related to the implementation of the Projects included in the TCC Project, per Section II.E of the TCC Guidelines.

EXHIBIT C - SPECIAL TERMS AND CONDITIONS Part 1 - Transformative Plans Part 2 - Project-Specific Terms and Conditions
Grantee certifies that it will ensure that the Lead Entity of each Project adheres to the following requirements.

2. Car Sharing and Mobility Enhancement
All Car Sharing and Mobility Projects
Lead entity shall maintain an implementation plan which includes:
i. Processes and timeline to develop program design and procedures including vehicle and equipment specifications and detailed program requirements listed below. ii. Procurement policies including bid, lead time, and roll-out plan i. Supplemental prerequisite work:
ii. Analyses of proposed area and site selection criteria iii. Documentation of community engagement informing program design, location, and operational structure
iv. Operations & maintenance plan
v. Long-term business plan demonstrating financial feasibility Vehicle and Equipment Specifications
Lead Entity must purchase or lease eligible light-duty passenger vehicles or medium-duty passenger or shuttle vans that are zero emission or near-zero emission vehicles, which include hydrogen fuel cell vehicles, battery electric vehicles (BEV), and fuel cell electric vehicles (FCEV). Changes to the fleet after grant execution may be made subject to prior written approval by SGC. Additional vehicle requirements:
i. May be purchased or leased (2-year minimum lease period). ii. May be new or used.
iii. Must be a four (4) passenger vehicle or more.
iv. New vehicles must be eligible for the Clean Vehicle Rebate Project (CVRP) or the California Hybrid and Zero-Emission Truck and Bus Voucher Project (HVIP), but they cannot participate in those projects, i.e., they cannot receive rebates from CVRP2 or vouchers from HVIP3.
v. Used vehicles that have participated in CVRP or HVIP and have fully complied with CVRP and HVIP requirements are eligible.
vi. Must be registered in California.
vii. No modifications to the vehicle's emissions control systems, hardware, software calibrations, or hybrid system (California Vehicle Code (CVC) Section 27156). viii. A chassis that has been modified with aftermarket parts or equipment to create a PHEV or zero-emission vehicle is not eligible.
ix. Vehicle title cannot be salvaged (as defined in CVC Section 544).

EXHIBIT C - SPECIAL TERMS AND CONDITIONS Part 1 - Transformative Plans Lead Entity may purchase and install electric vehicle supply equipment (EVSE) to provide electricity for BEVs and PHEVs, as applicable. EVSE equipment may be:
i. Installed in commercial or residential locations.
ii. May include ports for bicycle charging if the project design includes electric bicycles. iii. Level 2: rated up to 240 volts AC, up to 60 amps, and up to 14.4 kW. iv. Level 3: high voltage AC or DC with the capability to charge the vehicle to approximately 80% capacity within 30 minutes.

Lead Entity may purchase Class 1 or Class 2 electric bicycles and supporting equipment for the bicycle sharing complement to the car sharing system. Electric bicycles and equipment should comply with the following:
i. Purchase and install electric bicycle charging equipment to provide electricity for electric bicycles, no more than one (1) per bicycle, as applicable. ii. Purchase bicycle locking stations, no more than one (1) per bicycle, as applicable. iii. May purchase bicycle helmets for use of electric bicycle.

Lead Entity must establish secure and safe home base parking for project vehicles and optional electric bicycles within the Project Area.

Program Requirements
Lead Entity must develop policy and process to evaluate potential vehicle drivers, bicycle riders, vanpool riders, and subsidy recipients, as applicable and as follows:
i. Enroll all vehicle drivers, bicyclists, carpool/vanpool riders (non-driver participants), and subsidy recipients and ensure that they:
a. Complete an Initial Participant Survey upon enrollment. b. Complete trip surveys and participate in research as requested by Lead Entity. c. Pay project fees to use the car sharing system, as determined by Lead Entity. ii. Ensure enrolled vehicle drivers also meet the requirements below:
a. Possess a current driver's license.
b. Meet minimum requirements to drive a project vehicle as required by Lead Entity and the insurance provider, to be developed in conjunction with SGC. iii. Ensure enrolled bicyclists satisfactorily complete a bicycle safety training program (as approved by SGC).
iv. Participants become ineligible upon any of the following events:
a. Vehicle driver or bicycle rider participant becomes ineligible per terms of insurance. b. Vehicle driver's license lapses or is revoked.
c. Vehicle or bicycle rider is determined to be an unsafe or impaired driver by the Lead Entity.

EXHIBIT C - SPECIAL TERMS AND CONDITIONS Part 1 - Transformative Plans d. Participant causes damage to a vehicle, bicycle, EVSE or other project property, at the discretion of Lead Entity or SGC.
e. Non-payment of project fees to use the car sharing system, to participate in the project, or to receive subsidies, as required by the Lead Entity. f. Non-compliance with project requirements, at the discretion of Lead Entity or SGC.

Lead Entity must develop, administer, and maintain a user-friendly vehicle reservation system as applicable; at a minimum, provide telephone-based, person-to-person reservation fulfillment.

Lead Entity must develop policies and procedures documents and flow charts that describe Lead Entity's administrative actions for evaluating and processing participants, reservations, vehicle maintenance, and data gathering and reporting, as applicable.

Lead Entity must establish and maintain records of participants, vehicles, EVSE, optional electric bicycles and chargers, fuel, maintenance, and other records, as applicable and as follows:
i. Identify participant data that is confidential and develop measures to keep this data confidential.
ii. Develop a systematic process and schedule to back-up participant, reservation database(s) on a daily basis at a minimum.
iii. Develop and enforce security measures to safeguard Project database(s). iv. Store all records in a secured and safe storage facility that maintains confidentiality and provides fire and natural disaster protection.

EXHIBIT C - SPECIAL TERMS AND CONDITIONS Part 1 - Transformative Plans

CALIFORNIA STRATEGIC
^^ GROWTH COUNCIL
October 31, 2022
Via Email
Mayor Tom Butt
City of Richmond
Attn: LinaVelasco
Director of Community Development
450 Civic Center Plaza, 2nd Floor
Richmond, CA 94804
[email protected]
RE: Award Notification - Transformative Climate Communities (TCC) Program, Round 4, Implementation Grant Award, City of Richmond, "Richmond Rising: Healthy, Connected, and Climate Strong" Dear Mayor Butt,
The California Strategic Growth Council (SGC) is pleased to inform you that the Council approved a Transformative Climate Communities Implementation award of $35 million dollars to the City of Richmond for "Richmond Rising:

Healthy, Connected, and Climate Strong" at its October 27, 2022, meeting. Previously funded by California's Cap- and-Trade Program, Round 4 ofTCC was funded by a FY 2021-2022 budget appropriation from the General Fund.

This program funding empowers the communities most impacted by pollution to choose their own goals, strategies, and projects to reduce greenhouse gas emissions and local air pollution. The TCC Program reflects the SGC's commitment to support community-led transformation and achieve equitable, resilient communities and landscapes for all Californians. Congratulations on your successful application.

This letter provides a conditional commitment of grant funds. TCC staff will initiate the Post-Award Consultation (PAC) process soon by scheduling a meeting with the Awardee and sending a review package including review checklists for all projects and transformative plans. This process will involve addressing any outstanding issues identified by TCC staff, reviewers, and the interagency panel, as well as finalizing the grant agreement. Grantees and Partners will need to work closely and collaboratively with TCC Staff to address all issues prior to grant execution. All requested documentation and changes should be finalized within six (6) months after the Council makes awards. New to Round 4, we will provide a mini grant to support administrative, staff, and materials costs for Grantees and Partners as they complete the PAC process. Our partnering agency, the Department of Conservation, will lead the PAC process.

Following execution of the grant agreement, grant funds will be disbursed on a bi-monthly basis for eligible direct, indirect, and indicator tracking costs. All reimbursed costs must meet the requirements for reimbursable tasks outlined in the grant agreement. TCC has also been authorized for an Advance Pay Pilot program (AB 156) and will follow up on the terms for accessing advance pay once approved by Council. Please note that no funds will be reimbursed for costs and expenses incurred prior to grant agreement execution, with the exception of limited PAC costs for staff and materials in accordance with forthcoming guidance.

We look forward to our partnership in the coming years. If you have any questions, please contact Sophie Young, TCC Program Manager, at [email protected].

Sincerely,
^^•^r
Lynn van Koch-Liebert
Executive Director
California Strategic Growth Council
1400 Tenth Street, Sacramento, CA 95814 • www.sgc.ca.gov • (916)324-9775 ACTION: FY 2021-2022 TCC Implementation Grants Round 4 Agenda Item #6 Award Recommendation 2: City of Richmond: Richmond Rising Award Amount: $35,000,000 (Recommended); $34,413,431 (Requested) Leverage Funding: $17,342,527
Co-AppIicants:
• City of Richmond • GRID Alternatives
• Trust for Public Land • Urban Tilth
• Rich City Rides • Groundwork Richmond
Projects:
• Neighborhood Complete Streets • Basins of Relations
• Richmond Wellness Trail • Basque del Barrio
• E-Bike Lending Library • ADA Accessible Garden
• Resilient Homes for Healthy • Orchard for All!
Communities • Veggie RX
The Richmond Rising proposal is the result of years of stakeholder collaboration, including a TCC planning grant, to address environmental justice concerns in the Iron Triangle, Santa Fe, and Coronado neighborhoods that adjoin the historical heavy industrial zones in Richmond. The proposal aims to empower the city's most marginalized communities through complete streets and affordable active transportation options; renewable energy resilient homes; water absorption and reuse; urban greening and cooling of neighborhoods; and enhanced food security for improved health and wellbeing.

The City, alongside five co-applicants, have collaborated over four years of planning and project work to develop the proposal's objective and vision. This proposal's Community Engagement Plan (CEP) draws upon direct ties to priority populations, as well as capacity through Richmond Rising Youth Fellows Program (annual paid fellowship for Black and Brown youth). Richmond Rising's Displacement Avoidance Plan (DAP) includes a robust set of City programs and policies informed by quantitative data which complement the City's existing work in developing, promoting, and passing policies and programs that address residential and business displacement. Although the proposal meets TCC Program Requirements, only .24% of the total budget (of maximum allowable 3%) was dedicated to the DAP. This amount was the result of a budgeting error caused by unclear language in the TCC Guidelines. The proposal also includes workforce development through solar installation basic training, as well as the RichmondWORKS city program which provides career skills training and supportive services.

Overall/ Richmond Rising presents a strong vision for the Iron Triangle, Santa Fe, and Coronado neighborhoods informed by years of youth leadership, grassroots organizing, community engagement, and community planning. This vision is complimented by the applicant and co- applicants' demonstrated capacity for executing the proposed plans and projects. l^-^ CALIFORNIA STRATEGIC
^ 'f GROWTH COUNCIL
9" October 27, 20221 Page 8 of 57
ACTION: FY 2021-2022 TCC Implementation Grants Round 4 Agenda Item #6 Recommended conditions on award:

Provide additional details on work plans, budgets, and staff capacity dedicated to the projects
Strengthen long-term operations and maintenance plans for projects including urban greening.

Revise Displacement Avoidance Plan (DAP) to address budget error and plans for community outreach and feedback and budget inclusion. Up to an additional $586,569 will be available for the DAP, increasing total award to $35,000,000, provided Richmond meets threshold requirements of 50% leverage funding.

Consider mitigation measures to account for resilience to future climate change impacts on projects in low-lying coastal waterfronts, such as the Richmond Wellness Trail (Project 2).

Provide additional details on project feasibility questions.

Provide readiness documentation for projects including Project 6, Basque Del Barrio.

Provide additional details and possible modifications to Project 3, E-bike Lending Library to be consistent with program requirements.

Work with TCC staff to determine whether additional implementing partners, such as Rich City Rides, need to be added to the Partnership Agreement; submit additional management and financial capacity documentation.

CALIFORNIA STRATEGIC

GROWTH COUNCIL
October 27, 20221 Page 9 of 57