Richmond City Council
November 7, 2023

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INTRODUCTION

The City of Richmond’s Police D epartment is requesting pr oposals from qualified individuals or companies to administer pre- employment polygraph services for public safety (Sworn and Professional Staff) personnel. This request for proposal (RFP) describes the services requested and selection process. Failure to submit information in accordance with the RFP requirements and procedures may be cause for disqualification.

The anticipated term of this contract will be for a period of three (3) years and an option to extend for another 3 years or by means of a mutual agreement of both parties.

Vendors are required to read and understand all information contained within this entire Proposal package. By responding to this RFP, the vendor agrees to read and understand these documents.

PROJECT BACKGROUND / DESCRIPTION
The City of Richmond Police Department is seeking proposals from qualified professionals to perform pre-employment polygraph services for public safety personnel (sworn and professional staff).

The respondent must be local within the Bay Area and have previous experience administering pre-employment polygraph services with the Richmond Police Department.

It is expected the pre-hire candidate will travel to the Polygraph Investigators office.

The Police Department estimates 30 to 45 c andidates a year that will be required to participate in the pre-employment polygraph examination. The contract will be for three years up to $50,000 per vendor. The contract may be extended for another two years if mutual agreement is reached with an estimated $30,000 (total 5-year contract of $80,000) The Police Department intends to award t he bid up to two providers to perform stated service on a rotational basis based on department needs and department’s timeline.

PROPOSAL FORMAT GUIDELINES

All interest parties must meet the following minimum requirements:
 Certified Polygraph Examiner in the State of California (10 Points)  Local within the San Francisco Bay Area or Northern California – offshore and out of area will not be considered. (Up to 10 Points)
 Previous experience with performing si milar with the Richmond Police Department (Up to 80 Points)

The Department will award the bid to those that score the highest, based on the above scoring matrix.

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Each proposal should include the following:
 Respondents Background
Brief background and experience as a Certified Polygraph Examiner in the State of California.

 Scope of Services
Includes providing all necessary forms, including a pre-questionnaire, instruction for the Polygraph Exam, detail report of findings, Statement of Release or Pre- Polygraph Admonishment, etc.

 Cost Information
Respondent should list the cost it intends to charge per background investigation performed.

A. Contractor Assignment of Sub-Contract
The resulting contract shall not be assigned, and not transferred. No Sub- Contracting permitted.

B. Exceptions to this Request for Proposals
The proposer shall state whether it takes exception(s) to this RFP, including but not limited to the City of Richmond’s Standard Serv ices Agreement – RFP (Attachment 1). If the proposer does take exception(s) to any portion of the RFP or contract, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes or additions to sections of City of Richmond’s Standard Services Agreement must be shown by requesting deletion of specific words and/or by pr oviding new requested contract language.

Requests for complete replacement of the City of Richmond’s Standard Services Agreement for another contract will not be granted. Failure to make exceptions to the RFP or Standard Services Agreement within the proposal will be deemed a waiver of any objection. Exceptions will be considered during the proposal evaluation process.

C. Statement of Impartiality and Disclosure
This proposal shall include a statement declaring that the proposer’s and sub- consultants are not currently, and wil l not, during the performance of these services, participate in any other similar work involving a third-party with interests currently in conflict or likely to conf lict with City of Richmond’s interests.

Additionally, proposer is required to disclose any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the Project.

PROCESS FOR SUBMITTING PROPOSALS

Questions Concerning Request for Proposals
Please do not contact staff dire ctly regarding this Proposal will not be answered. All questions must be submitted via the electr onic BidsOnline system on the Q&A tab by 5:00pm PST, on August 18, 2023. If the City finds it necessary to issue an addendum, prospective Offerors will receive e-mail not ification of addendum. It is the proposer’s 1319

responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/ bids for any possible Addenda to the RFP that may have been posted.

Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFP. Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.

Interested parties may download copies of the above-mentioned proposal by visiting the City's web site, to download RFP, new vendors will be require d to register. Once the vendor downloads any documents relative to a solicitation, that vendor's name will appear on the Prospective Bidders list for th at project and will receive any addenda or notifications relating to the RFP.

Submission of Proposals
Please submit your proposal via the City of Richmond's BidsOnline system. Proposals submitted by facsimile or e-mail are not acceptable and will not be considered.

The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer.

Proposer is responsible for submitting it s entire proposal packa ge with all required submittal documents and any modifications or revisions, to reach the City of Richmond’s office as designated in the RFP by the time specified below. Any proposal, modification, or revision received by the City of Richmond after the exact time specified for receipt of proposals is “late” and will not be considered.

The City of Richmond reserves the right to waive inconsequential irregularities.

GENERAL GUIDELINES
This RFP does not commit the City of Richmond to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. The City of Richmond may reject a proposal without providing the reason(s) underlying the declination. A failu re to award a contract to the proposer with the lowest cost proposal shall not constitute a valid c ause of action against the City of Richmond.

The City shall not be responsible for work done, even in good faith, prior to final approval of the proposed contract. The City may invest igate the qualifications of any respondent under consideration, require confirmation of information furnished by the respondent, and require additional evidence or qualifications to perform the Services described in this RFP.

The City reserves the right to:

1. Reject any or all proposals.

2. Issue subsequent Requests for Proposal.

3. Postpone opening for its own convenience.

4. Remedy technical errors in the Request for Proposal process.

5. Negotiate with any, all, or none of the Respondents.

6. Solicit best and final offers from all or some of the Respondents.

7. Select one or more Respondents.
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8. Accept other than the lowest proposed fees.

9. Waive informalities and irregularities in proposals.

Public Records
All proposals submitted in response to this RFP become the prope rty of the City of Richmond and public records and, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by the City of Richmond if clearly marked with the word "confidential" on each applicable page. Trade secrets may be marked as confidential only to the extent they meet the require ments of California Government Code section 6254.7. Only informa tion claimed to be a trade secret at the time of submittal to the City of Richmond and marked as "confidential" will be treated as a trade secret.

Insurance Requirements
The City of Richmond requires consultants doing business with it to obtain insurance, as shown in RFP Attachment 2. The required in surance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the Project.

Business Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived.

Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance ( Richmond Municipal Code (RMC) Chapter 2.28 ), Business Opportunity Ordinance ( RMC Chapter 2.50 ), Local Employment Program Ordinance ( RMC Chapter 2.56 ), Living Wage Ordinance ( RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Employm ent Applications (“Ban the Box”) ( RMC Chapter

2.65), which are incorporated into the Contract Documents by this reference.

Collusion
By submitting a proposal, each respondent represents and warrants that its proposal is genuine and not false or collusive or made in the interest of, or on behalf of any person not named therein; that the respondent has not directly or indirectly induced or solicited any other person to submit a false proposal, or any other person to refrain from submitting a proposal; and that the respondent has not, in any manner, sought collusion to secure any improper advantage over any other person submitting a proposal.

Withdrawal of Proposals
A respondent may withdraw their proposal bef ore the expiration of the time for submission of proposals by delivering to the Finance Department a written request for withdrawal signed by, or on behalf of, the respondent.

Ownership of Documents
All reports, studies, information, data, stat istics, forms, designs, plans, procedures, systems, and any other materials produced for the Project shall be the sole and exclusive property of the City. No such materials or properties produced in whole or in part for the 1321

Project shall be subject to private use, copyrights, or patent rights by Respondent in the United States or in any other country without the express written consent of the City. The City shall have unrestricted authority to publis h, disclose (except as may be limited by the provisions of t he Public Records Act), distribute, and otherwise use, copyright, or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced for this project.

PROPOSAL EVALUATION AND SELECTION PROCESS
All proposals shall be reviewed to verify that the Respondent has met the minimum requirements. Proposals that have not complied with requirements, do not meet minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions of the Service Agreement, will be eliminated from furt her consideration.

Proposals will be reviewed and evaluated by an evaluation committee comprised of City of Richmond personnel.

The City reserves the right to reject any or all proposals, or to make no award. The City also reserves the right to require modifications follow -up with requests for additional information, including, but not limited to, follow-up interviews. The City may request Best and Final offers based upon improved understanding of the offers or changed scope of service.

Selection may be made without further di scussion, negotiations, or Offeror’s presentations; therefore, Offeror shall offer the most favorable terms in response to this RFP. Offeror must demonstrate an understanding of the scope of service to be provided and the ability to accomplish the tasks set forth. Offeror shall include information that will enable the City to determine the Offeror’s overall qualifications.

The City reserves the right to request additional information or clarification on any matter included in the proposal response, to enable the City to arrive at the final award decision.

Award
After careful review of all submissions the Police Department personnel will decide and announce the status of the award in about 30 days.
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November 7, 2023

Police Department

DATE: November 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Timothy Simmons, Assistant Chief of Police

Subject:

Executive Management Training Course Held in Boston,
Massachusetts for Assistant Chief Timothy Simmons.

FINANCIAL IMPACT: The expected expenditure of $11,400 for the executive training course will come from the approved Police
Department Fiscal Year 2023-2024 training budget –
account string: 01191021-400243.

PREVIOUS COUNCIL
ACTION:

n/a

STATEMENT OF THE
ISSUE:

The highly coveted Senior Management Institute for
Police (SMIP) executive training course is only available to a small selection of applicants. Assistant Chief Timothy Simmons was selected to attend the course June 3-21,
2024, and City Council approval is needed before
November 17, 2023, in order to hold the spot and submit full payment by the deadline.

RECOMMENDED ACTION:

ACCEPT and APPROVE the course registration amount
not to exceed $11,400, and the out-of-state travel form, for the Senior Management Institute for Police (SMIP)
program at Boston University School of Law for Assistant Chief Simmons to attend from June 3, 2024, through
June 21, 2024 – Police Department (Chief Bisa French,
510-621-1802).

AGENDA
REPORT
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November 7, 2023
DISCUSSION:

Senior Management Institute for Police (SMIP) is a program of the Police Executive Research Forum that provides senior police executives with intensive training in the latest management concepts and practices used in business and government. It also discusses the most challenging issues facing law enforcement executives today. SMIP is a demanding three-week course that brings together faculty from top universities, successful law enforcement chief executives, and subject matter experts from the private sector. SMIP is designed for mid- to upper-level police executives throughout the United States and other participating countries. SMIP’s curriculum addresses the issues that demand the attention of today’s forward-thinking law enforcement leaders. Classes are held at the Boston University School of Law, where participants learn and reside in the University’s classrooms and residence halls on campus.

As a developmental program for the profession’s current and future leaders, SMIP focuses on leadership and executive development. The curriculum is more conceptual than technical and requires participants to think broadly about their agencies’ environment and operations. Readings and class discussions stimulate critical thinking and problem-solving. Participants emerge with an understanding of advanced management practices and effective leadership. They also develop an enhanced awareness of the management methods and resources necessary for fulfilling current or future responsibilities. By sharing individual management experiences and exchanging ideas during group discussions, participants gain confidence in their managerial abilities and develop sources of consultation, advice, and support that will endure well beyond the course.

Investing in the professional development of our police managers and executives has been a long-standing priority for the Richmond Police Department. Over the past decade, multiple police executives of rank Captain and above, including Police Chief Bisa French, have attended SMIP. In each case, staff have learned best practices for providing police services to the citizens of Richmond and implemented vital policies and changes within the Richmond Police Department.

SMIP reviews thousands of applications and selects only a small percentage each year.

Department staff is asking City Council to approve the course registration fee in the amount of $11,400 and the out of state travel, so staff can ensure timely confirmation and payment.

DOCUMENTS ATTACHED:

Attachment 1 – Acceptance Letter
Attachment 2 – Travel Request Form

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1 SENIOR MANAGEMENT INSTITUTE FOR POLICE (SMIP)

GENERAL INFORMATION
SMIP 2024: SESSIONS 90-93

Congratulations on being selected to attend the Senior Management Institute for Police (SMIP). The enclosed general information will assist you in planning for your arrival, stay, coursework, and departure. Our aim is to make SMIP as enjoyable and meaningful as possible. PERF and Boston University representatives will be available, on-site, before and during your session to answer any questions that may arise outside of the areas covered below. Also, we will send you additional information as we get closer to your SMIP session.

Any questions you may have in the interim should be directed to Matt Harman at (202) 454-8302 (direct), (301) 785-4019 (cell/text), or [email protected], or Dan Alioto at (202) 454-8337 (direct) or [email protected].

PROGRAM DATES AND RESIDENCE LOCATION

Session 90 – Sunday, June 2 – Thursday, June 20, 2024
Session 91 – Monday, June 3 – Friday, June 21, 2024
Session 92 – Sunday, July 7 – Thursday, July 25, 2024
Session 93 – Monday, July 8 – Friday, July 26, 2024

Student Residence Hall
The Student Village at 10 Buick Street, Boston, MA 02215 (This is your residence hall and the location where you check in.)

ARRIVING AND DEPARTING

The following may be useful in making travel arrangements.

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2 Arrival on Campus
All participants should plan to check in to the dorm Boston University’s campus no later than 12:30 pm on your session’s Orientation Day (listed below). If flying, plan to arrive at Boston’s Logan Airport no later than 11:00 am. Flights are often delayed so you may wish to arrive the day before your orientation. There is no additional lodging cost if you arrive a day early, but you should have indicated the day of your arrival in your online application. Please note that program meals start with dinner after your session’s orientation, which takes place at 2:00 pm on the first day of your session. If you arrive early, you are on your own for meals until then. If the day of your planned arrival changes from what you indicated on your application, please let either Matt Harman or Dan Alioto know well before arrival (see contact information above). There is no need to inform us of arrival time changes unless your arrival on campus will be delayed.

Orientation Session & Welcome Reception

Our orientation session will take place at 2:00 pm on:
 Sunday, June 2 – Session 90
 Monday, June 3 – Session 91
 Sunday, July 7 – Session 92
 Monday, July 8 – Session 93

You will be given the location and directions to orientation closer to the start of your session.

Graduation

The SMIP program will end by 1:30 pm on:
 Thursday, June 20 – Session 90
 Friday, June 21 – Session 91
 Thursday, July 25 – Session 92
 Friday, July 26 – Session 93

The last class session ends at noon that day. We will then adjourn to a “Graduation Luncheon and Awards Ceremony.” Every participant is expected to see the program through to its conclusion. Please do not make reservations for a flight that departs earlier than 4:30 pm on graduation day.

If someone other than you will be making your travel arrangements, please be sure they are aware of this schedule. Every year someone misses graduation because they or the person arranging travel did not understand this. In the event you absolutely must depart prior to the official end of SMIP, please arrange for your agency head to officially notify PERF in advance. If there are no flights to your destination that late in the day, and you need to stay on campus until the next morning, there is no cost to stay in the residence hall the extra night. However, program meals end with the graduation luncheon and everyone must check out of the residence hall by 11:00 am the next day. You should have indicated 1326

3 on your online application if you plan to stay until the next morning; if your plans change, please notify Matt Harman in advance.

Personal or Department Automobiles
Boston University is located in the city and is very convenient to mass transit. There is little use for a car in Boston. Most SMIP participants who bring cars find they do not use them during their stay at SMIP.

Renting a car for your three weeks at SMIP is completely unnecessary. Near the campus and in most downtown locations, legal street parking is very hard to find. Public parking lots are expensive.

Boston and the BU campus can be very congested, and parking is difficult to find. Police vehicles are not exempt from tickets and towing (it has happened in the past).

If you do plan to drive, the campus has secure parking spaces that can be procured at a cost of $250 for the full three weeks of the program. If you plan to bring a vehicle and park on campus, you must make arrangements in advance. Please do not approach the BU campus police or other local police departments about parking on their lots. With over 200 of us on campus when sessions overlap, the number of police vehicles driven to SMIP demands that we park in the designated lot. If your parking plans change from what you indicated on your online application, you must let Matt Harman know before arrival. Once PERF takes custody of parking passes a few days before your session starts, they cannot be returned or refunded. Parking passes will only be issued at check-in if pre-arranged and pre-paid.

OUTWARD BOUND
This year, PERF will feature one day at Thompson Island Outward Bound Professional (OB). OB is an experiential program that will encourage attendees to apply what’s been taught in the classroom to structured and supervised leadership building activities. Each activity and after-action review is focused on amplifying participants’ effectiveness in leadership roles. OB is located on Thompson Island in the Boston Harbor Islands National Park.

Attendees should be prepared to spend a day outdoors with their session. The level of physical activity will vary depending on the exercise and role, but OB is designed for participants of all ages and physical abilities. Every attendee will be able to participate in some manner with their classmates. PERF recommends that SMIP attendees plan to pack comfortable clothes and footwear for their session’s day at OB. PERF will provide more information on the OB day at SMIP, but for background on OB’s adult programs, please visit their website here.

MEALS AND SNACKS

Provided Meals
Meals will be provided, at no additional cost, starting with dinner after orientation and ending with the Graduation Luncheon on your final day. All provided meals will be served in the Boston University cafeteria or provided by PERF and BU Catering. Those of you arriving early or staying late will find various restaurants and fast-casual establishments within the Boston University area. During the program, three meals are provided Monday through Friday. Brunch and dinner will be offered on weekends rather than three meals. Mealtimes will be listed on the class schedule provided at orientation. 1327

4 There will be one dinner early in the program that is not covered by SMIP, due to a planned SMIP event. Please account for this if your agency is providing a per diem.

Dining Out
In the event you would like to enjoy an occasional meal out, there is a wide variety of restaurants within a few blocks of the campus. Boston is home to many exceptional restaurants, though some are out of walking distance from the campus.

Daily Breaks
Each class day, there will be morning and afternoon breaks during which refreshments will be provided.

Breaks will provide sufficient time for using the restroom and returning phone calls and text messages.

Convenience Stores
There are small markets all over the BU campus. There is a well-stocked market/sandwich shop in your residence hall, but in the summer it is closed in the evening. Also, a CVS Pharmacy, Target, and Star Market grocery store are within walking distance of the dorm.

VISITORS

Boston and the surrounding area is a great place to vacation, and many attendees have family and/or friends join them in Boston for some sightseeing. June and July are ideal months for visiting Boston, but it is highly recommended that any visitors come before or after, but not during, your SMIP session.

This is not to discourage weekend visitors; just be aware that there are still reading assignments to be completed for Monday morning. Most attendees find that during their three weeks in Boston they become sufficiently familiar with the city, and the attractions that would interest their families or guests, that they become excellent tour guides. Thus, the best time for visitors is after SMIP.

Overnight guests and pets are not permitted in the residence hall. Only SMIP attendees and registered PERF staff/faculty are permitted in the 10 Buick Street residence hall after 11:00 pm.

Building security requires all guests to sign in and surrender their driver’s license. Guests are permitted until 11:00 pm. Campus authorities will look for anyone who has not picked up their license and signed out by 11:00 pm. Please be respectful of the fact that you share the common areas of your suite with three other attendees to whom this is also home. Neither attendees nor their guests can be accommodated in the residence hall before or after SMIP.

Visitor Accommodations
In the event you plan to have guests meet you in Boston, there are a number of hotels not too far from the Boston University campus. The Commonwealth Hotel is owned by BU and is located at the east end of the campus (by Fenway Park), about two miles from your dorm. The Doubletree and Hyatt hotels in Cambridge are close by and may be less costly. There are also hotels in the neighboring city of Brookline. The Omni Parker House is a great old but restored hotel in the heart of Boston that sometimes offers great deals. Generally though, accommodations near downtown Boston can be very expensive.

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5 Additionally, several dozen colleges and universities in Boston will be holding commencement exercises in early June, making rooms sometimes difficult to find and very costly. You may find the best deals online. Use the 700 block of Commonwealth Avenue, Boston, MA 02215 as the base location for your search of nearby hotels. Since the “T” (mass transit system) is so convenient, you may find more economical rooms away from the city center but still on the “T” routes.

Guests at Graduation
You are welcome to have family members or other guests join you at the Graduation Luncheon and Awards Ceremony, with adequate notice. There is no cost for this. Please limit graduation guests to two people.

FIREARMS

Firearms security is a major issue with the university administration. Firearms are strictly prohibited by Boston University policy. The Boston University Police Department understands this may raise a problem for those driving a police vehicle to SMIP. Therefore, they have offered to make secure weapon lock boxes at their facility available to sworn officials attending SMIP. Please utilize these lock boxes.

Do not keep weapons in cars or rooms on campus. The campus police headquarters is located on Harry Agganis Way, one block west of our residence hall. If you plan to bring a firearm, please let both the BU Police Department and Matt Harman or Dan Alioto know.

PRE-SESSION READINGS

If you chose to receive your pre-session readings digitally, PERF will email you several links to the PERF publications. If you opted for hard copies, you will receive these in the mail. Regardless of your choice, PERF will send these materials to you about four weeks before your session starts, and you should read these materials before attending SMIP.

FOR MORE INFORMATION AND QUESTIONS

PERF will send you additional logistical information as we get closer to your session. We also plan to host several informational calls to go over more program details and answer any questions you may have. However, should you have any questions prior to those calls or your arrival, please contact Matt Harman at (202) 454-8302 (direct), (301) 785-4019 (mobile/text), or [email protected], or Dan Alioto at (202) 454-8337 (direct) or [email protected].

We look forward to seeing you in Boston.

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November 7, 2023

Police Department

DATE: November 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Bisa French, Chief of Police

Subject:

First Contract Amendment with Flock Group, Inc. to Add
Additional Cameras Throughout the City
FINANCIAL IMPACT: The proposed $405,500 expenditure is included within the approved fiscal year 2023-2024 budget and the
remaining annual charge of $330,000 will be included in future budget proposals – account string 01191021-
400209.

PREVIOUS COUNCIL
ACTION:

February 28, 2023

STATEMENT OF THE
ISSUE:

Based on budget appropriation and approval by City
Council, Richmond Police Department staff is proposing
a contract amendment with Flock Group, Inc. to provide
cameras throughout the City. The City currently
maintains 30 Automated License Plate Reader (ALPR)
cameras and would like to add an additional 70 ALPR
cameras and 40 Pan-Zoom-Tilt cameras at a number of
intersections and at known hot-spots with incidents of
illegal dumping.

RECOMMENDED ACTION:

APPROVE a first contract amendment with Flock Group,
Inc. in the amount of $748,500, including a $13,000
contingency, for a new total contract amount not to
exceed $998,100, for additional camera’s to be installed and replaced throughout the City, for the term ending
February 28, 2026 – Police Department (Chief Bisa
French 510-621-1802).

AGENDA
REPORT
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November 7, 2023

DISCUSSION:

On October 18, 2022, the Richmond Police Department (RPD) issued a Request for Proposals (“RFP”) seeking quotes from qualified professionals to install approximately 30 stationary Automated License Plate Reader (“ALPR”) camera systems at strategic locations within the City of Richmond. Seven-hundred and ten (710) vendors were notified, and four (4) submitted proposals before the deadline of December 9, 2022.

Two (2) of the bids received did not meet the RFP requirements (one submitted a letter of intent, and the other was above the budgeted amount of $100,000/year). RPD staff met with the two remaining vendors, Flock Group, Inc., and Utility Associates. After thorough research, discussion, and reference checks, the evaluation committee scored Flock Group, Inc. 295 points out of 300. The evaluation committee scored Utility Associates 185 out of a possible 300 points.

On February 28, 2023, the Richmond City Council unanimously authorized the approval of a three-year agreement with Flock Group, Inc. During Flock Group, Inc.’s first round of analysis, it reviewed the City of Richmond’s geographical layout and proposed camera locations to cover significant entry and exit points with considerations including sunlight, efficiency, LTE availability, and potential crime reduction impacts. Following the March 8, 2023 installation, the department has since achieved significant results with various cameras functionality. The cameras have provided greater efficiencies in tracking automobiles involved in crimes, as detailed in the following statistics:

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November 7, 2023

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November 7, 2023

City Council has praised the ALPR cameras serving Richmond and has discussed the possibility of having the cameras be used for more than just Automated License Plate Reading (ALPR). During the budget presentation on June 6, 2023, the proposed expenditure of $253,500 was added to the Police department's general fund budget.

The $253,500 expenditure was to fund 70 additional ALPR cameras and maintain the annual expenditure for the 30 ALPR cameras installed.

On June 20, 2023, City Council reviewed the adoption of the Fiscal Year 2023-2024 budget which included the proposal to add $200,000 expenditure to fund 40 Pan-Tilt- Zoom cameras, the budget was adopted. In total, the City Council authorized additional expenditures for Fiscal Year 2023-2024 in the amount of $375,000 to fund an additional 110 cameras in the approved Richmond Police Department budget. However, the actual quote came in slightly higher at $405,000, which will require Richmond Police Department staff to transfer funds it had set aside for its aging out CCTV system in favor of the new Flock cameras. To move forward with the City Council’s budgetary priorities, RPD staff proposes installing the extra cameras in other high-crime/high-traffic geographic locations, including those currently served by our CCTV cameras. These cameras have now reached their end of life (the average cost to replace the defunct equipment is about $9,000 to $12,000 per camera). The department wishes to replace the old-fashioned camera equipment with the new Flock Falcon (CCTV camera) instead because it can work with Flock Safety’s ALPR system. This will create significant 1334

November 7, 2023
investigation efficiencies, allowing officers to search the digital evidence in the ALPR and CCTV records more quickly in one platform.

In addition to the ALPR cameras, the Richmond Police Department will add Flock Condor Pan-Tilt-Zoom (PTZ) stationary (non-moveable) cameras. These cameras offer a more comprehensive range of capabilities than the ALPR cameras, including live video, recording, and remote pan-tilt-zoom. This makes them ideal for use in open areas and for enhanced investigative purposes. The Condor PTZ cameras will supplement the ALPR cameras and provide the police department with a more comprehensive view of the city. They can monitor traffic, identify suspects, and gather evidence for investigations.

Condor Falcon PTZ cameras have several benefits, including:

 Expeditious remote crime deterrence and resolution without hardware inefficiencies or on-site software maintenance issues
o Streamlined operations with a 100 percent cloud-based solution, eliminating the need for servers or IT assistance
 Provides quick investigative leads, which assist law enforcement personnel with a timely response to criminal activity and solving the quality of life issues within the City. Additionally, Flock video evidence often translates into actionable evidence admitted into court for case prosecution purposes.  Maintenance-free, reliable performance
o Eliminate downtime and reactive fixes with proactive (hardware) health monitoring and maintenance services
 All-Inclusive Capabilities
o Enhance safety through a single vendor, including hardware, installation, and cellular data
 Remote Pan-Tilt-Zoom Controls
o Get a comprehensive live view during critical incidents with remote PTZ controls
 Replacement of current CCTV cameras
o Condor PTZ cameras would replace existing CCTV cameras that require maintenance at the city’s expense and constant monitoring from one central location

Access to the Condor PTZ live feed CCTV system will be limited to authorized law enforcement personnel who have demonstrated both a right-to-know and a need-to- know basis. Restricting access to specified personnel ensures that only designated personnel can operate the PTZ system. Additional security features include a multi- factor authentication system and audit trail that establishes a unique identifier for each authorized law enforcement user. The Police Administration Bureau Captain is designated as the department's FLOCK administrator and is responsible for ensuring all policies and procedures associated with Flock Camera usage are adhered to. Proper 1335

November 7, 2023
operation and control of the Flock LPR and Condor PTZ Camera systems is codified within the RPD policy manual.

Condor PTZ cameras utilize SSL encryption while transmitting video data, preventing unauthorized individuals from eavesdropping and intercepting sensitive video information. Recorded video data is kept on proven Amazon World Systems (AWS) Government Cloud storage for added security. Flock maintains a “Transparency Portal” on their website for added public transparency, identifying the department's usage of stationary LPR and PTZ cameras.

Flock personnel will work closely with RPD personnel to determine strategic locations to install Condor PTZ cameras throughout the city. Current city infrastructure, crime data, quality of life issues, and the department’s crime reduction goals will inform camera location and placement.

Flock Group’s Background

Flock Group, Inc. is based in Atlanta, Georgia, with a mission to assist police departments and the communities they serve to reduce crime. Flock Group, Inc. camera systems are in over 1,200 cities in 38 states and 600 police departments nationwide, including several Bay Area cities.

Flock Group, Inc.'s public safety operating system helps communities and law enforcement professionals in 1,200+ cities work together to eliminate crime, protect privacy, and mitigate bias. It builds devices that capture objective evidence and use machine learning to detect, decode, and deliver unbiased investigative leads to law enforcement. Their proprietary devices are solar-powered, utilizing cloud-based software, and are infrastructure-free. Flock Group, Inc. Automatic License Plate Reading cameras have unique and proprietary machine learning technology that detects the movement of a vehicle, allowing the camera to capture distinguishing features, shapes, sizes, and other tangible and
significant features that would help detectives
solve a crime. Flock Group, Inc.’s software
platform is web-based and user-friendly, allowing
detectives to search the database based on
dates, times, regions, vague vehicle descriptions,
license plates, bumper stickers, roof racks, and
many more unique features besides the license
plate.

ALPR technology has rapidly spread in
neighboring communities and around the nation. Hopefully, such a system and other enforcement efforts will contribute to investigative efficacy and efficiency. The technology could assist in clearing crimes while minimizing a policing footprint. By knowing which vehicle is involved in criminal activity, efforts can be focused on that specific vehicle to develop investigative leads and support RPD’s intent to focus on intelligence-led deployment.
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Intelligence-led strategies require timely and data-driven technology. ALPR technology could provide that information and help mitigate the number of investigated vehicle stops. Most importantly, this technology automates a time-consuming, manual process that officers routinely complete during daily operations. It significantly improves effectiveness in identifying vehicles of interest among the hundreds or thousands observed during routine patrol. Without ALPRs, officers cannot quickly determine if a particular plate is associated with a stolen car or a specific crime or warrant. However, with the ALPRs, the system will alert the officer of a finding in a particular car as soon as the plate is scanned, entering or leaving the city.

Stationary LPR systems provide the police department with a complete picture of vehicles traveling through the City of Richmond, unlike an LPR system fixed to a vehicle. Flock cameras are operational 24/7 in a set location. Vehicle-mounted cameras require an officer on duty who happens to travel behind a vehicle. Flock Cameras are infrastructure-free and maintained by Flock. They provide activation alerts within 20 seconds to the police department, allowing officers to respond quickly and efficiently.

This system is more efficient and frees up officers’ time for other duties, including routine patrol in the rest of the city and special assignments. This is particularly important during times of high call volumes. In addition to freeing up officers’ time, ALPR can improve officer safety by providing critical information regarding the nature of the identified offense before the officer contacts the occupant(s) of the vehicle.

As importantly, ALPR can record vehicle sightings, complete with time, date, and geographic location information for each observation. This may bolster other evidence, including eyewitness testimony, in a criminal proceeding. The system uses the retained data and has analytical tools to assist officers and investigators in intelligence gathering and crime solving. This data can substantially enhance RPD’s investigative capabilities.

The current RPD policy clearly outlines the permitted/impermissible use criteria to ensure operational use is limited to concrete investigative needs. For example, no information will be shared with Immigration and Customs Enforcement (ICE) for immigration investigations or immigration enforcement. Additionally, Flock has several safeguards to protect privacy, including:

 A focus on objective evidence: vehicles and license plates. Flock captures car features (make, model, color, license plate, state of the plate, and timestamp) and do not record any personally identifiable information such as names, addresses, or phone numbers.
 Flock does not use facial recognition technology of any kind.  Agencies own their data entirely. Flock Group, Inc. does not sell the data to any third parties.
 Since the Agency owns its data, a limited license grant is required for Flock Group, Inc. to use the data; however, this use is strictly limited to what is necessary for Flock Group, Inc. to provide services.
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 Criminal Justice Information Services (“CJIS”) footage is stored, secured, and encrypted in AWS Government Cloud and automatically deleted every thirty (30) days on a rolling basis.
 Flock Group, Inc. cameras take photos, and there is no live feed. Flock Group, Inc. does not monitor the system and is not used for surveillance.  Flock Group, Inc. does not work in any capacity for traffic enforcement, unpaid fines, or speeding violations, nor do we work with any immigration services.  Flock Group, Inc. provides an audit trail of searches for accountability purposes.

Seven (7) Homeowner Associations (HOAs) in the City of Richmond currently have Flock Group, Inc. cameras in their communities. Those five (5) HOAs now deploy 27+ Flock Group, Inc. cameras in the City of Richmond. The HOAs have executed a no-cost Memorandum of Understanding (MOU), which allows Flock Group, Inc. access to the HOAs’ cameras to assist in the Department’s criminal investigations.

Local law enforcement agencies that use Flock Group, Inc. cameras include Hercules, Vallejo, San Ramon, Fairfield, Danville, Oakley, Vacaville, Benicia, and others throughout the Bay Area. These agencies have also agreed to share their data with Richmond PD. Detectives have been actively using Flock Group, Inc. during their investigations, and the findings have led to successful convictions.

Flock will provide the cameras and software under a subscription model, including the hardware, hardware maintenance, software, software updates, LTE connectivity, solar panels, mounting poles, mounting equipment, and monitoring. The cameras and software can support unlimited users that the designated administrator will easily manage. Viewing footage can be done from anywhere – not just in the CCTV room located at the Police Department.

Financial Impact

RPD staff is asking for additional contract funding of $735,500, which will support the addition of 70 Automated License Plate Reader cameras and 40 Pan-Tilt-Zoom cameras. Additionally, RPD staff is asking for a contingency of $13,000 to replace damaged cameras, housing, poles, etc. of Flock Group, Inc. leased equipment ($1,300 is the average cost of replacing a pole and camera).

DOCUMENTS ATTACHED:

Attachment 1 – Executed Contract
Attachment 2 – FLOCK Contract Amendment Form

1338

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.

POLICE

ERIC TAM
[email protected]
(510) 621-1819
15800
6423
Automated License Plate Reader System (ALPR) to include hardware, mounting equipment, maintenance and replacement services, and SaaS services.

Flock Group Inc.
1170 Howell Mill Rd. NW Ste 210
Atlanta, GA 30318
Kyle Egkan
(714) 469-0389
[email protected]
March 1, 2023
February 28, 2026
249,600.00
✔
DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1339

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
Flock Group Inc.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 3/8/2023
General Counsel
3/2/2023
Chief Financial Officer
Mayor
1340
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:

Police Department
Please refer to the Flock Group Inc. Services Agreement Order Form, Exhibit G; and, the Flock Safety FAQs, Exhibit H.

Flock Group Inc.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1341
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.

ERIC TAM
Flock Group Inc.

POLICE

ERIC TAM
DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1342
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:

Flock Group Inc.

Flock Group Inc.

ERIC TAM
1701 Regatta Blvd.

Kyle Egkan
1170 Howell Mill Rd. NW Ste 210
Atlanta, GA 30318
DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1343
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, C opyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1344
General Conditions/EJ/TE 01-19-11 2 of 13

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

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

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

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

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

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

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

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

Contractor shall retain all documents pertaining to this 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.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1346
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 DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1347
General Conditions/EJ/TE 01-19-11 5 of 13

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

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

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

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

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

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

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

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

15. Indemnification.

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1349
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 DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1350
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1351
General Conditions/EJ/TE 01-19-11 9 of 13

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

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1352
General Conditions/EJ/TE 01-19-11 10 of 13

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

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

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

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

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

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

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

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1353
General Conditions/EJ/TE 01-19-11 11 of 13

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1354
General Conditions/EJ/TE 01-19-11 12 of 13

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

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

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

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

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

39. Performance and Final Acceptance.

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

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1355
General Conditions/EJ/TE 01-19-11 13 of 13

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

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

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1356
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):

41. Sanctuary City Contracting Ordinance (SCCO) -- The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S.

Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit H, prior to the execution of this Agreement.

Flock Group Inc.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1357
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.

Flock Group Inc.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1358
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 1 of 4

Revised: September 2011

In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

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

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

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

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

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

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

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

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

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

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

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

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

7. Contractor’s Pollution Liability (if applicable for Construction Contractors)

Required Coverage

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

If CONTRACTOR
is self-insured, provide a certificate of Permission to 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.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1359
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 2 of 4

Revised: September 2011

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

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

If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

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

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

Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.

(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

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

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

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

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

Same limits as General Liability.

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

Additional Insured Endorsement

Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1360
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 3 of 4

Revised: September 2011
Additional Insured Endorsement
(continued)

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

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

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

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

1. A Bid bond

2. A Performance Bond

3. A Payment Bond

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

Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or 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.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1361
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 4 of 4

Revised: September 2011

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin . The City
of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

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

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

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

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

Cancellation

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

Reporting Requirements

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

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1362

FLOCK GROUP INC.

SERVICES AGREEMENT

ORDER FORM

This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. (“Flock”) and the customer identified below (“Agency”) (each of Flock and Customer, a ”Party”). This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY AGREEMENT” attached (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations .

The Agreement will become effective when this Order Form is executed by both Parties (the “ Effective Date”).

Agency: CA - Richmond PD

Legal Entity Name: \FSLegalEntityName{r}\
Contact Name: Eric Tam
Address:
1701 Regatta Boulevard
Richmond, California 94804

Phone: 510-621-1819
E-Mail: [email protected]

Expected Payment Method:
\FSExpectedPaymentMethod1\
Billing Contact: \FSBillingContact1\
(if different than above)

Initial Term: 36 months
Renewal Term: 36 months
Billing Term: Invoice Plan payment due Net 30 per
terms and conditions

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1363

Professional Services and One-Time Purchases

Name Price/Usage Fee QTY Subtotal
Professional Services - Standard Implementation Fee $350.00 21.00 $7,350.00 Professional Services - Advanced Implementation
Fee
$750.00 9.00 $6,750.00

Hardware and Software Products
Annual recurring amounts over subscription term

Name Price/Usage Fee QTY Subtotal
Falcon $2,500.00 30.00 $75,000.00
Flock Safety Advanced Search $3,500.00 1.00 $3,500.00

Subtotal Year 1: $92,600.00
Subscription Term: 36 Months
Annual Recurring Total: $78,500.00
Estimated Sales Tax: $0.00
Total Contract Amount: $249,600.00

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1364

I have reviewed and agree to the Customer Implementation Guide on Schedule B at the end of this agreement.
\FSInitials1\

By executing this Order Form, Agency represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Agency: CA - Richmond PD

By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1365

GOVERNMENT AGENCY AGREEMENT

This Government Agency Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 (“ Flock”) and the police department or government agency identified in the signature block of the Order Form (“Agency”) (each a “Party,” and together, the “Parties”).

RECITALS

WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plates, video and audio detection through Flock’s technology platform (the “Flock Service”), and upon detection, the Flock Services are capable of capturing audio, video, image, and recording data and can provide notifications to Agency upon the instructions of Non-Agency End User (as defined below) (“Notifications”);

WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, including those from Non-Agency End Users of the Flock Service (where there is an investigative or bona fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users;

WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, excluding Wing Rep lay which is deleted after seven (7) days. Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorial/administrative purposes; and

WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations by police departments, and archiving for evidence gathering (“Permitted Purpose”).

AGREEMENT

NOW, THEREFORE, Flock and Agency agree that this Agreement, and any addenda attached hereto or referenced herein, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross -referenced in this Section 1.

1.1 “Advanced Search” means the provision of Services, via the web interface using Flock’s software applications, which utilize advanced evidence delivery capabilities including convoy analysis, multi -geo search, visual search, cradlepoint integration for automatic vehicle location, and common plate analysis.

1.2 “Agency Data” means the data, media and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage.

1.3 “Agency Generated Data” means the messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, other information or materials posted, uploaded, displayed, published, distributed, transmitted, broadcasted, or otherwise made available on or submitted through the Wing Suite.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1366

1.4. “Agency Hardware” means the third-party camera owned or provided by Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.5. “Aggregated Data” means information that relates to a group or category of individuals, from which any potential individuals’ personal identifying information has been permanently “anon ymized” by commercially available standards to irreversibly alter data in such a way that a data subject (i.e., individual person or impersonal entity) can no longer be identified directly or indirectly.

1.6 “Authorized End User(s)” means any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.

1.7 “Deployment Plan” means the strategic geographic mapping of the location(s) and implementation of Flock Hardware, and/or other relevant Services required under this Agreement.

1.8 “Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance with the terms of this Agreement.

1.9 “Embedded Software” means the software and/or firmware embedded or preinstalled on the Flock Hardware or Agency Hardware.

1.10 “Falcon Flex” means an infrastructure-free, location-flexible license plate reader camera that enables the Agency to self-install.

1.11 “Flock Hardware” means the Flock cameras or device, pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Flock Services.

1.12 “Flock IP” means the Services, the Documentation, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing.

1.13 “Flock Safety Falcon™” means an infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

1.14 “Flock Safety Raven™” means an audio detection device that provides real-time alerting to law enforcement based on programmed audio events such as gunshots, breaking glass, and street racing.

1.15 “Flock Safety Sparrow™” means an infrastructure-free license plate reader camera for residential roadways that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1367

1.17 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Agency Hardware in the course of and provided via the Services.

1.18 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national data (i.e. NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

1.19 “Implementation Fee(s)” means the monetary fees associated with the Installation Services, as defined below.

1.20 “Installation Services” means the services provided by Flock for installation of Agency Hardware and/or Flock Hardware, including any applicable installation of Embedded Software on Agency Hardware.

1.21 “Non-Agency End User(s)” means any individual, entity, or derivative therefrom, authorized to use the Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar) of this Agreement.

1.22 “Services” or “Flock Services” means the provision, via the Web Interface, of Flock’s software applications for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.23 “Support Services” means Monitoring Services, as defined in Section 2.10 below.

1.24 “Usage Fee” means the subscription fees to be paid by the Agency for ongoing access to Services.

1.25 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services, in accordance with the terms of this Agreement.

1.26 “Wing Suite” means the Flock interface which provides real-time access to the Flock Services, location of Flock Hardware, Agency Hardware, third-party cameras, live-stream video, Wing Livestream, Wing LPR, Wing Replay, alerts and other integrations.

1.27 “Wing Livestream” means real-time video integration with third-party cameras via the Flock interface.

1.28 “Wing LPR” means software integration with third-party cameras utilizing Flock’s Vehicle Fingerprint Technology™ for license plate capture.

1.29 “Wing Replay” means enhanced situational awareness encompassing Footage retention, replay ability, and downloadable content from Hot Lists integrated from third-party cameras.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1368

1.30 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non -exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Agency’s designated administrator, listed on the Order Form, and any Authorized End Users to access and download via the Web Interface for thirty (30) days.

Authorized End Users will be required to sign up for an account and select a password and username (“User ID”).

Flock will also provide Agency with the Documentation to be used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and an y act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services available to Agency and Authorized End Users. Warranties provided by said third party service providers are the agency’s sole and exclusive remedy and Flock’s sole and exclusive liability with regard to such third-party services, including without limitation hosting the Web Interface. Agency agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Agency from time to time.

2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non - exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Flock Hardware or Agency Hardware; in each case, solely as necessary for Agency to use the Services.

2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non- exclusive, non-transferable right and license to use the Documentation during the Term in connection with its use of the Services as contemplated herein, and under Section 2.5 below.

2.4 Wing Suite License. Subject to all terms of this Agreement, Flock grants Agency a limited, non -exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Wing Suite software and interface.

2.5 Usage Restrictions.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1369

2.5.1 Flock IP. The permitted purpose for usage of the Flock Hardware, Agency Hardware, Documentation, Services, support, and Flock IP are solely to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government agency (“Permitted Purpose”). Agency will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repa ir any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Services or Flock IP; (vi) use the Services, support, Flock Hardware, Documentation, or the Flock IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Agency’s rights under Sections 2.1, 2.2, 2.3, or 2.4.

2.5.2. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that title to any Flock Hardware does not pass to Agency upon execution of this Agreement. Except for Falcon Flex products, which are designed for self-installation, Agency is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event Agency is found to engage in any of the restricted actions of this Section 2.5.2, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material breach by Agency.

2.6 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly grant ed by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. There are no implied rights.

2.7 Suspension.

2.7.1 Service Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP by Agency; (b) Agency’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP f or fraudulent or illegal activities; (d) Agency has violated any term of this provision, including, but not limited to, utilizing the Services for DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB1370

anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Agency’s account (“Service Suspension”). Agency shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit.

2.7.2 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (b) any third -party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Agency and to provide updates regarding resumption of access to Flock Services. Flock will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Agency or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Agency’s direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day) prorated for the proportion of cameras on the Agency’s account that have been impacted. For example, in the event of a Service Interruption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the end of the Term.

2.8 Installation Services.

2.8.1 Designated Locations. For installation of Flock Hardware, excluding Falcon Flex products, prior to performing the physical installation of the Flock Hardware, Flock shall advise Agency on the location and positioning of the Flock Hardware for optimal license plate image capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and angle of the Flock Hardware (“ Designated Location”) and collaborate with Agency to design the Deployment Plan confirming the Designated Locations. Flock shall have final discretion on location of Flock Hardware. Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency’s delay in confirming Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits read y, if necessary. After installation, any subsequent changes to the Deployment Plan (“Reinstalls”) will incur a charge for Flock’s then- current list price for Reinstalls, as listed in the then-current Reinstall policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment fees. For clarity, Agency will receive prior notice and provide approval for any such fees. These changes include but are not limited to re -positioning, adjusting of the mounting, re-angling, removing foliage, replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like. Flock shall have full discretion on decision to reinstall Flock Hardware.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB1371

2.8.2 Agency Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. Although Flock Hardware is designed to utilize solar power, certain Designated Locations may require a reliable source of 120V or 240V AC power. In the event adequate solar power is not available, Agency is solely responsible for costs associated with providing a reliable source of 120V or 240V AC power to Flock Hardware. Flock will provide solar options to supply power at each Designated Location. If Agency refuses recommended solar options, Agency waives any reimbursement, tolling, or credit for any suspension period of Flock Services due to low solar power. Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process of installation of cameras or AC power; (ii) any federal, state, or local taxes including property, license, privilege, sales, use, excise, gross receipts, or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Flock Hardware, its use (excluding tax exempt entities), or (iii) any other supplementary cost for services performed in connection with installation of the Flock Hardware, including but not limited to contractor licensing, engineered drawings, rental of specialized equipment, or vehicles, third-party personnel (i.e. Traffic Control Officers, Electricians, State DOT-approved poles, etc., if necessary), such costs to be approved by the Agency (“ Agency Installation Obligations”). In the event that a Designated Location for Flock Hardware requires permits, Flock may provide the Agency with a temporary alternate location for installation pending the permitting process. Once the required permits are obtained, Flock will relocate the Flock Hardware from the temporary alternate location to the permitted location at no additional cost. Without being obligated or taking any responsibility for the foregoing, Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third party requires Flock to pay. Agency represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such ins tallation.

2.8.3 Flock’s Obligations. Installation of Flock Hardware shall be installed in a workmanlike manner in accordance with Flock’s standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are confirmed. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Following the initial installation of the Flock Hardware and any subsequent Reinstalls or maintenance operations, Flock’s obligation to perform installation work shall cease; however, for the sole purpose of validating installation, Flock will continue to monitor the performance of Flock Hardware for the length of the Term and will receive access to the Footage for a period of seven (7) business days after the initial installation for quality control and provide any necessary maintenance. Labor may be provided by Flock or a third-party. Flock is not obligated to install, reinstall, or provide p hysical maintenance to Agency Hardware. Notwithstanding anything to the contrary, Agency understands that Flock will not provide installation services for Falcon Flex products.

2.8.4 Ownership of Hardware. Flock Hardware shall remain the personal property of Flock and will be removed upon the natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency default on any DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1372

payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Agency’s default and Flock shall have the right to enforce any other legal remedy or right.

2.9 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock’s price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazar dous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless.

2.10 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations (“ Monitoring Services”).

Flock will use commercially reasonable efforts to respond to requests for support. Flock will provide Agency with reasonable technical and on-site support and maintenance services (“On-Site Services”) in-person or by email at [email protected], at no additional cost. Notwithstanding anything to the contrary, Agency is solely responsible for installation of Falcon Flex products. Agency further understands and agrees that Flock will not provide monitoring services or on-site services for Falcon Flex.

2.11 Special Terms. From time to time, Flock may offer certain special terms related to guarantees, service and support which are indicated in the proposal and on the Order Form and will become part of this Agreement, upon Agency’s prior written consent (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

2.12 Upgrades to Platform. Flock may, in its sole discretion, make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock’s products or services to its agencies, (b) the competitive strength of, or market for, Flock’s products or services, (c) such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such upgrades are necessary from time to time and will not materially change any terms or conditions within this Agreement.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person’s name with the intent to impersonate that person. Agency may not transfer its account to anyone else without prior written permission of Flock. Agency DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1373

will not share its account or password with anyone and must protect the security of its account and passwo rd. Unless otherwise stated and defined in this Agreement, Agency may not designate Authorized End Users for persons who are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency -issued email addresses for the creation of their User ID. Agency is responsible for any activity associated with its account.

Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services.

3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or audio content. Although Flock has no obligation to monitor Agency ’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. CONFIDENTIALITY; AGENCY DATA

4.1 Confidentiality. To the extent allowable by applicable FOIA and state-specific Public Records Acts, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Agency includes non-public data provided by Agency to Flock or collected by Flock via the Flock Hardware or Agency Hardware, to enable the provision of the Services, which includes but is not limited to geolocation information and environmental data collected by sensors . The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event will a Party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock’s use of the Proprieta ry Information may include processing the Proprietary Information to send Agency alerts, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1374

Party reasonable prior notice of such disclosure to contest such order. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/o r third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Flock may store deleted Footage in order to comply with certain legal obligations, but such retained Footage will not be retrievable without a valid court order.

4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty-free, worldwide license to (i) use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.10 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Data as a part of the Aggregated Data, (ii) disclose the Agency Data (both inclusive of any Footage) to enable law enforcement monitoring for elected law enforcement Hotlists as well as provide Footage search access to law enforcement for investigative purposes only, and (iii) and obtain Aggregated Data as set forth below in Section 4.5. As between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non-Agency End Users will share all right, title and interest in the Non-Agency End User Data. This Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older than t hirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion. Notwithstanding the foregoing, Flock automatically deletes Wing Replay after seven (7) days, during which time Agency may view, save and/or transmit such data to the relevant government agency prior to deletion. Flock does not own and shall not sell Agency Data.

4.3 Agency Generated Data in Wing Suite. Parties understand that Flock does not own any right, title, or interest to third-party video integrated into the Wing Suite. Flock may provide Agency with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Wing Suite, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Agency. Agency shall retain whatever legally cognizable right, title, and interest that Agency has in Agency Generated Data. Agency understands and acknowledges that Flock has no obligation to monitor or enforce Agency’s intellectual property rights to Agency Generated Data. To the extent legally permissible, Agency grants Flock a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Generated Data for the sole purpose of providing Flock Services. Flock does not own and shall not sell Agency Generated Data.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1375

4.4 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agent s and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

4.5 Aggregated Data. Flock shall have the right to collect, analyze, and anonymize Agency Data and Agency Generated Data to create Aggregated Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Agency hereby grants Flock a non -exclusive, worldwide, perpetual, royalty-free right (during and after the Term hereof) to use and distribute such Aggregated Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts. Parties understand that the aforementioned license is required for continuity of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not sell Aggregated Data.

5. PAYMENT OF FEES

5.1.1 Software Product Fees. For Order Forms listing Wing Suite, Advanced Search and other software-only products, Agency will pay Flock the fees for the Initial Term (as described on the Order Form attached hereto) on or before the 30th day from the date of invoice. For any Renewal Terms, Agency shall pay invoice on or before the 30th day from the date of renewal invoice.

5.1.2 Hardware Product Fees. For Order Forms listing Falcon, Sparrow, Raven and Falcon Flex products, Agency will pay Flock fifty percent (50%) of the fees for the Initial Term as set forth on the Order Form on or before the 30 th day from date of invoice. Upon commencement of installation, Flock will issue an invoice for twenty -five percent (25%) of total fees, and Agency shall pay on or before 30 th day following date of invoice. Upon completion of installation, Flock will issue an invoice for the remaining balance and Agency shall pay on or before 30 th day following date of final invoice. Flock is not obligated to commence the Installation Services unless and until the first payment has been made and shall have no liability resulting from any delay related thereto. For any Renewal Terms, Agency shall pay the total invoice on or before the 30th day from the date of renewal invoice.

5.2 Notice of Changes to Fees. Flock reserves the right to change the fees or applicable charges and to institute new charges and fees on subsequent terms by providing sixty (60) days’ notice prior to the end of such Initial Term or Renewal Term (as applicable) to Agency (which may be sent by email).

5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for invoices must be received by Flock thirty (30) days after the receipt of invoice. If Agency is a non-tax-exempt entity, Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Flock’s net income. If Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1376

receive an adjustment or credit. Agency acknowledges and agrees that a failure to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a result of such billing error.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form and shall commence at the time outlined in this section below (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. a. For Wing Suite products: the Term shall commence upon execution of this Agreement and continue for one (1) year, after which, the Term may be extended by mutual consent of the Par ties, unless terminated by either Party. b. For Falcon and Sparrow products: the Term shall commence upon first installation and validation of Flock Hardware.
c. For Raven products: the Term shall commence upon first installation and validation of Flock Hardwar e. d. For Falcon Flex products: the Term shall commence upon execution of this Agreement. e. For Advanced Search products: the Term shall commence upon execution of this Agreement.

6.2 Termination for Convenience. At any time during the agreed upon Term, either Party may terminate this Agreement for convenience. Termination for convenience of the Agreement by the Agency will be effective immediately. Termination for convenience by Agency will result in a one -time removal fee of $500 per Flock Hardware. Termination for convenience by Flock will not result in any removal fees. Upon termination for convenience, a refund will be provided for Flock Hardware, prorated for any fees for the remaining Term length set forth previously. Wing Suite products and Advanced Search are not subject to refund for early termination. Flock will provide advanced written notice and remove all Flock Hardware at Flock’s own convenience, within a commercially reasonable period of time upon termination. Agency’s termination of this Agreement for Flock’s material breach of this Agreement shall not be considered a termination for convenience for the purposes of this Section 6.2.

6.3 Termination. Notwithstanding the termination provisions in Section 2.5.2, in the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period. Either Party may terminate this Agreement, without notice, (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. Upon termination for Flock’s material breach, Flock will refund to Agency a pro-rata portion of the pre-paid fees for Services not received due to such termination.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB1377

6.4 No-Fee Term. Flock will provide Agency with complimentary access to Hotlist alerts, as further described in Section 4.2 (“No-Fee Term”). In the event a Non-Agency End User grants Agency access to Footage and/or notifications from a Non-Agency End User, Agency will have access to Non-Agency End User Footage and/or notifications until deletion, subject to a thirty (30) day retention policy for all products except Wing Replay, which is subject to a seven (7) day retention policy. Flock may, in their sole discretion, provide access or immediately terminate the No-Fee Term. The No-Fee Term will survive the Term of this Agreement. Flock, in its sole discretion, can determine to impose a price per No-Fee Term upon thirty (30) days’ notice to Agency. Agency may terminate any No-Fee Term or access to future No-Fee Terms upon thirty (30) days’ notice.

6.5 Survival. The following Sections will survive termination: 2.5, 2.6, 3, 4, 5, 6.4, 7.3, 7.4, 8.1, 8.2, 8.3,

8.4, 9.1 and 9.6.

7. REMEDY; WARRANTY AND DISCLAIMER

7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Agency must notify Flock’s technical support as described in Section 2.10 above. If Flock is unable to correct the Defect, Flock shall, or shall instruct one of its contractors to repair or replace the Flock Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Flock Hardware provided that such inspection and test shall occur within a commercially reasonable time, but no longer than seven (7) business days after Agency notifies the Flock of a known Defect. In the event of a Defect, Flock will repair or replace the defective Flock Hardware at no additional cost to Agency. Absent a Defect, in the event that Flock Hardware is lost, stolen, or damaged, Agency may request that Flock replace the Flock Hardware at a fee according to the then -current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost, damaged or stolen Flock Hardware, however, Agency understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen Flock Hardware and that Floc k will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted. Flock is under no obligation to replace or repair Flock Hardware or Agency Hardware.

7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency has misused the Flock Hardware, Agency Hardware, or Service in any manner.

7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1378

other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT

MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6.

7.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of Flock’s business risk. Certificates of Insurance can be provided upon request.

7.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-Party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, weather conditions or acts of hackers, internet service providers or any other third Party acts or omissions. Force Majeure includes the novel coronavirus Covid -19 pandemic, and the potential spread of variants, which is ongoing as of the date of the execution of this Agreement.

8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY

8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS

SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),

OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE

RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR

TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE , STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE

OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR

COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE

CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1379

ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE B Y AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR

OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABI LITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6.

8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK’S AGGREGATE LIABILITY, IF

ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO-FEE TERM AS DESCRIBED IN SECTION 6.4 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties acknowledge and agree that the essential purpose of this Section 8.2 is to allocate the risks under the No-Fee Term described in Section 6.4 and limit potential liability given the aforementioned complimentary service, which would have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has relied on these limitations in determining whether to provide the complementary No-Fee Term. The limitations set forth in this Section 8.2 shall not apply to claims or damages resulting from Flock’s other obligations under this Agreement.

8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees.

9. INDEMNIFICATION
Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, set tlements and expenses in connection with any claim or action that arises from an alleged violation of Section 3.1, a breach of this Agreement, Agency’s Installation Obligations, Agency’s sharing of any data in connection with the Flock system, Flock employees or agent or Non-Agency End Users, or otherwise from Agency’s use of the Services, Flock Hardware, Agency Hardware and any Embedded Software, including any claim that such actions violate any applicable law or third Party right. Although Flock has no obligation to monitor Agency’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Section 3.1 or this Agreement.

10. MISCELLANEOUS

10.1 Compliance With Laws. The Agency agrees to comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1380

subpoena request(s). In the event Flock is legally compelled to comply with a judicial order, subpoena, or government mandate, to disclose Agency Data or Agency Generated Data, Flock will provide Agency with notice.

10.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

10.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's asse ts or to any successor by way of merger, consolidation or similar transaction.

10.4 Entire Agreement. This Agreement, together with the Order Form(s), the then-current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule), Deployment Plan(s), and any attached addenda are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail.

10.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of t his Agreement and Agency does not have any authority of any kind to bind Flock in any respect whatsoever. Flock shall at all times be and act as an independent contractor.

10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State in which the Agency is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Agency is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

10.7 Publicity. Upon prior consent from Agency, Flock has the right to reference and use Agency’s name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock’s website.

10.8 Export. Agency may not remove or export from the United States or allow the export or re -export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in Federal Acquisition Regulation (“FAR”), section 2.101, the Services, the Flock Hardware and Documentation are “commercial items” and DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1381

according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

10.10 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.

10.11 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]

AGENCY NOTICES ADDRESS:

ADDRESS:
/FlockAgencyNoticeAddress1/

ATTN: /FlockAgencyNoticeAttention1/
EMAIL: /FlockAgencyNoticeEmail1/
DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1382
a. "Data
Brok er” means either of the following:
i. The collection of information, including personal information about consumers, from a wid
e variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultima
tely used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar serv
ices."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time
during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's fa ilure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foreg oing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)

EXHIBIT H

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understand s and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 1383

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

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

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

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

POLICE
Capt. John Lopez
[email protected]
(510) 620-6940
15800
Automated License Plate Reader System (ALPR) and Pan-Tilt-Zoom (PTZ) cameras to include hardware, mounting equipment, maintenance and replacement services, and SaaS services. ✔
✔
1 Flock Group Inc.
1170 Howell Mill Rd. NW Ste 210
Atlanta, GA 30318
Jake Sherman
(818) 746-7444
[email protected]
40064321
December 31, 2023
✔
February 28, 2023
March 1, 2023
February 28, 2026
249,600.00
1384
Contract Amendment/EJ/TE 09-26-07

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

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

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

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

CITY OF RICHMOND, CALIFORNIA
a municipal corporation

By _______________________

Title:

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

By _______________________
City Clerk

Approved as to form:

By_______________________
City Attorney

List of Attachments:

1. Amendment Provisions

2. Updated Insurance Certificates

CONTRACTOR:

______________________________

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

By____________________________

Title:________________________

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

By:___________________________

Title:________________________

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

Flock Group Inc.
1385
Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)

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

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

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

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

Contract Amendment/EJ/TE 9-26-07

1 Flock Group Inc.
748,500.00
998,100.00
Please refer to the attached proposal in Exhibit A-1.

A $13,000 contingency is being added to the proposal amount to cover damaged camera replacements.

1386
Flock Safety + CA - Richmond PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:

Jake Sherman
[email protected]
8187467444
Created Date: 08/01/2023
Expiration Date: 07/08/2023
Quote Number: Q-36073
PO Number:

EXHIBIT A-1
1387

Budgetary Quote
This document is for informational purposes only. Pricing is subject to change.

Bill To: 1701 Regatta Boulevard Richmond, California 94804 Ship To: 1701 Regatta Boulevard Richmond, California 94804

Billing Company Name: CA - Richmond PD Subscription Term: 24 Months Billing Contact Name: Payment Terms: Net 30
Billing Email Address: Retention Period: 30 Days
Billing Phone: Billing Frequency: Annual Plan - First Year Invoiced at Signing.

Hardware and Software Products
Annual recurring amounts over subscription term

Item Cost Quantity Total
Flock Safety Platform $330,000.00
Flock Safety Flock OS
FlockOS ™ Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 70 Included
Flock Safety Video Products
Flock Safety Condor ™ PTZ w/ LTE Service Included 40 Included

Professional Services and One Time Purchases

Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard
Implementation Fee $650.00 70 $45,500.00
Condor Professional Services - Standard
Implementation Fee $750.00 40 $30,000.00

Subtotal Year 1: $405,500.00
Annual Recurring Subtotal: $330,000.00
Estimated Tax: $0.00
Contract Total: $735,500.00

Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This is not an invoice – this document is a non-binding proposal for informational purposes only. Pricing is subject to change. 1388
Billing Schedule Amount (USD)
Year 1
At Contract Signing $405,500.00
Annual Recurring after Year 1 $330,000.00
Contract Total $735,500.00
*Tax not included

1389

Product and Services Description

Flock Safety Platform Items Product Description
Flock Safety Falcon ® An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.

Flock Safety Condor™
Flock’s pan, tilt, zoom (PTZ) or fixed cameras which capture video footage with the option to stream live video, capture and view video recordings, and upload videos.

One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

Professional Services -
Standard Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

FlockOS Features & Description

Package: Essentials

FlockOS Features Description
Community Cameras (Full Access) Access to all privately owned Flock devices within your jurisdiction that have been shared with you.

Unlimited Users Unlimited users for FlockOS
State Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network.

Nationwide Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network.

Direct Share - Surrounding Jurisdiction (Full Access) Access to all Flock devices owned by law enforcement that have been directly shared with you.

Have ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search
Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

Flock Insights/Analytics page Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

ESRI Based Map Interface
Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities, transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e., hospitals, corporate campuses, universities) Real-Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera

1390

November 7, 2023

Police Department

DATE: November 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Bisa French, Chief of Police
Subject:

18-Month Plan to Eliminate Mandatory Overtime within
the Richmond Police Department
FINANCIAL IMPACT: The City Manager will have Finance provide an assessment on recommendations.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

Due to staffing shortages, police personnel have been
forced to sign up monthly for mandatory overtime shifts.

The department has developed a plan to curtail the need for mandatory overtime within the next 18 months.

RECOMMENDED ACTION:

RECEIVE a written report which outlines the Richmond
Police Department’s strategy to eliminate the need for
mandatory patrol overtime signups within the next 18
months – Police Department (Chief Bisa French 510-621-
1802). This item was continued from the October 3,
2023, meeting.

DISCUSSION:

Richmond Police Department

Mandatory patrol overtime has been a longstanding concern within the police department. While mandatory overtime has been necessary to meet operational needs, AGENDA
REPORT
1391

November 7, 2023
demands, and minimum staffing obligations, its consistent use has resulted in officer fatigue, diminished morale, and the potential long-term negative impacts on performance, injury, and mental well-being. The primary drivers of mandatory overtime are multi-faceted. The significant issues that impact patrol staffing include officer retirements (service and industrial), officers leaving the City of Richmond for employment at other municipal and state police agencies, and officers who have left the profession altogether to pursue other career interests. These issues, and others, have historically caused vacancy rates to outpace hiring new officers over the last few years.

Considering this information, the police department developed a plan which aims to address these issues while suggesting ways to optimize our staffing resources both currently and into the future.

The primary objective of this plan is to systematically eliminate mandatory overtime within the police department’s patrol teams over the next 18 months. Implementing this plan will ensure a more sustainable and healthy work environment for our officers while maintaining the highest public safety standards and service to the community.

DOCUMENTS ATTACHED:

Attachment 1 – Powerpoint Presentation
1392

RICHMOND POLICE DEPARTMENT
110-OCT-23
18 MONTH MANDATORY OVERTIME

REDUCTION PLAN

CHIEF BISA FRENCH
1393

OVERVIEW
210-OCT-23
• FORCED MANDATORY PATROL OVERTIME
2021
• CURRENT STAFFING/ATTRITION RATE
• STRATEGIES FOR REDUCTION
• Internal Policies and Procedures
• Retention Efforts
• Recruiting Plan
1394
310-OCT-23
1395

RETENTION
410-OCT-23
• INTERNAL POLICIES AND PROCEDURES
• RETENTION INCENTIVES
• Wellness Programs
• Retainment Enhancements
• Assigned Vehicle Program
1396
Local Retention/Recruitment Strategies
• Alameda PD $75k Hiring Bonus
• CCSO $3k Hiring Bonus
• Dixon PD $30k Hiring Bonus
• Vacaville PD $20k Hiring Bonus
• BART PD $15k Hiring Bonus
• San Jose PD $10k Hiring Bonus
• Campbell PD $10k Hiring Bonus
• Fairfield PD Assigned Vehicle Program
1397

DEPARTMENT BENEFIT
• Increased morale and support
• Competitive advantage
• Significant retention resource
• Distinct advantage in attracting new hires
• Compelling lateral incentive
• Increased visibility and presence
• Increased visibility within city
• Optimizing response time
• Maximizing community building opportunities
• Improved fiscal accountability
• Enhanced vehicle longevity

COMMUNITY BENEFITRESEARCH
All at 90-98% staffed:
• Fairfield PD
• Vacaville PD
• Dixon PD
• Benicia PD
Richmond PD: ~ 80%
26 RPD Officers have resigned for other law
enforcement agencies since 2019

WHAT IS AN ASSIGNED VEHICLE PROGRAM
610-OCT-23

PRESENCE

RECRUITING

DEFINING AND IDENTIFYING

RETENTION

RESPONSIBILITY
AGENCIES WITH AVPs
1398

KEY TAKE AWAYS
710-OCT-23

CRITICAL RETENTION

AND RECRUITING
TOOL

ENSURES RPD IS A

TOP TIER

DESTINATION
1 2 INEVITABLE FISCAL

BENEFIT TO THE CITY

OF RICHMOND
3 INCREASED VISIBILITY

AND RESPONSE TIME

DIRECTLY BENEFITS

COMMUNITY,

ESPECIALLY IN CASE

OF CRITICAL

INCIDENTS AND

NATURAL DISASTERS
4 1399

RECRUITMENT STRATEGIES
810-OCT-23
• PARTNERING WITH HUMAN RESOURCES
• CONSIDERATION OF HIRING BONUSES
• USE OF TECHNOLOGY
• EXPLORER/CADET PROGRAMS
• RELATIONSHIP BUILDING
1400
FINAL THOUGHTS…
910-OCT-23
1401
Crime Analysis Unit
Created: 10/24/2023

Richmond Police Department
Crime Report

Mayor Martinez, Council and Community,

The attached document provides the statistical data related to crime for the period of September 26 - October 24, 2023. In addition to the crime stats I have a few additional highlights for the month of October.

There was an increase in shootings in the month of October which resulted in two homicides. Our detectives have active leads they are following up on to identify the suspect in this case.

Our total number of homicides for the year is 6.

As many of you are aware, in addition to the homicides that occurred on 23rd street, there are other issues that we’ve been working on to include human trafficking. We are continuing conducting human trafficking operations as time and staffing permit. Recently, we had a case in which we identified the victim of human trafficking. We contacted one of our detectives that works out of the FJC and she was able to work the case. The detective wrote several search warrants that resulted in A substantial amount of evidence against the suspected pimp. The case was presented to the District Attorney’s office and he Was charged with multiple counts of pimping/pandering/robbery and other related crimes.

These cases take a significant amount of time and effort to work and I want to acknowledge Officer Garcia and Detective Farr for their thorough work on this case.

In addition to human trafficking on 23rd Street, we’ve started parking enforcement along the corridor, conducted traffic operations, and we’ve partnered with code enforcement to address some street vendor issues.

We had two illegal dumping cases that were referred to the District Attorney’s office for filing. In addition to that, there was a great example of cross department collaboration that occurred when there was a dumpster day in the Iron Triangle and a hauler attempted to dump several truckloads of garbage at the dumpster event. The hauler was directed to dispose of his trash at a legal dump site. Several parking citations were also issued for various violations in relation to this hauler.

Again, this was a good collaborative effort across city departments.

Lastly, our department is well aware of the Israeli and Palestinian conflict. our department has taken a proactive approach to support all members of our community by providing extra patrols to religious sanctuaries that can be potentially affected and we will continue to remain alert so that all members of our community feel a sense of safety and security.

Bisa French
Chief of Police
Richmond Police Department

1402
Crime Analysis Unit
Created: 10/24/2023

Richmond Police Department
Violent Crime and Property Crime

Current – 9/26/23 – 10/24/23
Prior – 8/26/23 – 9/25/23

HOMICIDE AGGRAVATED

ASSAULT

ROBBERY SEX OFFENSES TOTAL VIOLENT
CRIME
Prior 1 80 37 7 125
Current 2 83 23 6 114
% Change +100% +3% -37% -14% -8%

Total Impounds: 230
Total Collision Calls for Service: 119
DUI related Traffic Collisions: 6
DUI Reports: 18
Side-Shows Calls for Service: 4
Total Firearms Recovered: 7
Significant Violent Crime:

Major Increase: Homicide– 2; Prior total was 1 with a 100% Increase Significant Property Crime:

Major Increase: Theft – 151; Prior total was 111 with a 36% Increase

*Crime Stats reflect the NIBRS way of reporting

BURGLARY
(Excludes Auto)
THEFT
(Inc. Auto Burg)

VEHICLE THEFT ARSON TOTAL PROPERTY
CRIME
Prior 26 111 118 2 257
Current 21 151 89 4 265
% Change -19% +36% -24% +100% +3%
1403

November 7, 2023

Public Works

DATE: November 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Daniel Chavarria, Director of Public Works
Mary Phelps, Project Manager

Subject:

Proposed Restated Agreement and Amendment to the
West County Agency Joint Powers Agreement between
the City of Richmond and the West County Wastewater
District
FINANCIAL IMPACT: There is no financial impact by adopting this resolution.

The cost to review the history and to prepare the
Amended and Restated JPA was included in the fiscal
year 2022-23 operating budget.

PREVIOUS COUNCIL
ACTION:

June 1, 2021 – Adoption of Resolution for the Sodium
Bisulfite Tank Capital Improvement Project

STATEMENT OF THE
ISSUE:

City staff is proposing an Amended and Restated Joint
Powers Agreement (JPA) to clarify outdated provisions of the JPA and remove confusing or ambiguous language
that is no longer applicable to the administration of the agency.

RECOMMENDED ACTION:

ADOPT a resolution approving the Amended and
Restated Joint Powers Agreement of the West County
Agency between the City of Richmond and the West
County Wastewater District – Public Works (Daniel
Chavarria 510-620-5478/Mary Phelps 510-621-1269).

DISCUSSION:

The City of Richmond (the "City") and the West County Wastewater District ("WCW") spent several months negotiating the details of an Amended and Restated Joint Powers Agreement (JPA) for consideration and approval by the West County Agency (“WCA”) Board, and the governing boards of the respective members. The WCA was created AGENDA
REPORT
1404

November 7, 2023
for the purpose of financing and constructing wastewater disposal facilities for the City and WCW, including the Bay Outfall.

WCA has completed several construction projects that were supported by eleven separate clean water grants totaling over $70 million dollars and has completed a number of smaller projects on the system, including the cathodic protection system and the ATON marker buoy. Today, WCA is managing the construction of the SBS Joint De- chlorination facility.

The purpose of the Amended and Restated JPA is to clarify outdated provisions of the JPA and remove confusing or ambiguous language that is no longer applicable to the administration of the agency. City and WCW staff developed revisions that both parties agree add clarity to the JPA.

In addition, this Amended and Restated JPA sets the groundwork for negotiation of future agreements that will be necessary as a result of significant infrastructure improvements at the WCW Water Quality and Resource Recovery Plant. WCW’s Clean and Green project will reduce WCW treatment process Greenhouse Gas Emissions by up to 90 percent. While not directly related to the WCA, these changes give the member agencies the opportunity to reconsider how the JPA is working and what its purpose should be in the future.

At previous meetings of the WCA Board, City of Richmond and WCW staff raised the possibility that the JPA may no longer be necessary. In addition to the WCA, the City and WCW have a number of agreements directly with each other. It is possible that a series of operating agreements between the members would be more efficient and effective than a separate administrative body with unnecessary governance obligations.

As mentioned above, all of these agreements will need to be re-negotiated in light of significant infrastructure improvements that are expected to be completed by the end of 2024.

The WCA Board asked City of Richmond and WCW staff to complete a more thorough review of the benefits and/or drawbacks of dissolving the JPA. As an important step in that process, WCW and City of Richmond staff and legal counsel undertook an in-depth review of existing WCA agreements, historical documents, and property records. The results of those investigations helped to inform the proposed Amended and Restated JPA.

The substantive revisions to the proposed Amended and Restated JPA are provided below. The entire JPA and all of the supporting amendments and agreements are provided as attachments.

1. Structural Changes / Recitals
a. Incorporated previous amendments.
1405

November 7, 2023
b. Added recitals to summarize the history of the JPA and the construction of the facilities.
c. Deleted outdated recitals and provisions that addressed the State Project, revenue bonds, and the solid waste project.
d. Added the SBS project agreement as an Exhibit.

2. Facility Ownership
a. Removed the sole use/joint use facilities distinction. b. Replaced with “Facilities” and a new Exhibit listing the shared facilities. c. Clarified ownership of 6" and 36" lines as owned by members, not WCA.

3. Governance
a. Simplified and updated general governance provisions. b. Established a more explicit schedule of alternating management of WCA between members. If the Board determines to keep the JPA, management of the WCA will shift to the City for five-year period beginning on January 1, 2025.
c. Added the office of Secretary.
d. Modified the description of the Treasurer to conform to the Joint Exercise of Powers Act.

4. Finance
a. Updated budget/payment provisions to remove joint/sole use budgets; changed advance payment of operational costs from six months to three months; established a deposit system to ensure adequate cashflow; removed outdated provisions related to the State Project; and consolidated provisions into a single section of the agreement.
b. Removed budget exhibit and established a 35/65 cost sharing ratio.

5. Miscellaneous
a. Replaced arbitration provision with a more flexible dispute resolution provision. b. Updated termination provision.
c. Added new section describing the status of any financing as of the execution of the Amended and Restated JPA.
d. Added that the Parties shall meet and confer to review the Amended and Restated JPA's cost sharing and other relevant provisions no later than September 30, 2024, to determine whether amendments to the Amended and Restated JPA are necessary to equitably allocate costs, benefits, and liabilities relating to the Facilities. This is scheduled prior to January 1, 2025, when management of the WCA will shift to the City. This review will only be necessary if the WCA Board decides to retain the JPA.

City staff requests that City Council adopt the resolution approving the Amended and Restated Joint Exercise of Powers Agreement of the West County Agency, with the additional side letter stating the conditions of the contract issues regarding Veolia.

1406

November 7, 2023
DOCUMENTS ATTACHED:

Attachment 1 – Resolution
Attachment 2 – Proposed Restated Amendment to Agreement Attachment 3 – Side Letter
Attachment 4 – WCA original contract
Attachment 5 – WCA contract amendment 1
Attachment 6 – WCA contract amendment 2
Attachment 7 – WCA contract amendment 3
Attachment 8 – WCA contract amendment 4
Attachment 9 – WCA contract amendment 5

1407
Reso. No.

RESOLUTION NO. ____

A RESOLUTION OF THE RICHMOND CITY COUNCI L OF THE CITY OF RICHMOND AND THE RICHMOND MUN ICIPAL SEWER DISTRIC T NO. 1, APPROVING THE

AMENDED AND RESTATED JOINT EXERCISE OF POWERS A GREEMENT OF THE

WEST COUNTY AGENCY
WHEREAS, the Board of Directors of the West County Wastewater District ("WCWD")/ City Council of the Richmond ("City") on behalf of the Richmond Municipal Sewer District ("RMSD")] continues to seek ways to provide efficient and effective wastewater service to its residents; and
WHEREAS, the City, RMSD, and WCWD are members of the West County Agency (the "Agency"), a Joint Powers Authority established pursuant to Government Code Section 6500 et. seq. and;
WHEREAS, the West County Agency Joint Powers Authority ("JPA") was formed by the West County Agency Joint Exercise of Powers Agreement (the "Agreement"), executed on February 15, 1977, and;
WHEREAS, the Agreement was amended on August 11, 1981; amended and restated on June 15, 1984; and further amended on April 2, 1990, November 23, 1992, December 21, 1993, July 2, 1996, December 5, 2020, and July 21, 2020, and; WHEREAS, City/RMSD and WCWD staff and legal counsel have been involved in negotiations relating to the further amendment of the Agreement to clarify and update provisions of the Agreement, and;
WHEREAS, the City, RMSD, and WCWD intend that this Amended and Restated Joint Exercise of Powers Agreement of the West County Agency (the "Amended and Restated Agreement") will supplant and supersede all previous iterations of the Agreement, and; WHEREAS, the Amended and Restated Agreement sets forth various rights and obligations of the Agency, its board of directors, and the JPA’s member agencies, and addresses various governance, financial and administrative issues, and; WHEREAS, the Board of Directors of the Agency approved the Amended and Restated Agreement on September 15, 2022, and;
WHEREAS, the City Council finds and determines that it is in the best interest of the RMSD to approve the Amended and Restated Agreement.

NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond, as follows:

Section 1. The City Council hereby finds and determines that entering into the Amended and Restated Agreement does not constitute a “project” under the California Environmental Quality Act and therefore is not subject to review under that Act.

Section 2. The City Council hereby approves the Amended and Restated Joint Exercise of Power Agreement of the West County Agency.

Section 3. The City Council is authorized to execute the Amended and Restated Agreement on behalf of the Richmond Municipal Sewer District and the City of Richmond in a form approved by the City of Richmond’s Legal Counsel, including any necessary non- substantive revisions.

Section 4. The City Manager, or designee, is authorized to take such additional actions as the City Manager determines to be necessary to implement the Amended and Restated Agreement consistent with this Resolution.

Section 5. This Resolution shall take effect immediately upon its passage.

1408
Reso. No.

*********************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held November 7, 2023, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

PAMELA CHRISTIAN

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

EDUARDO MARTINEZ
Mayor

Approved as to form:

DAVE ALESHIRE
City Attorney

State of California }
County of Contra Costa : ss.

City of Richmond }

I certify that the foregoing is a true copy of Resolution No. XX-XX, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on October 17, 2023.

Pamela Christian, Clerk of the City of Richmond
1409

17533916.18

AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT

OF THE WEST COUNTY AGENCY

AMENDED AND RESTATED AS OF
June 15, 1984

AMENDED AS OF
April 2, 1990

AMENDED AS OF
November 23, 1992

AMENDED AS OF
December 21, 1993

AMENDED AS OF
July 2, 1996

AMENDED AS OF
July 21, 2020

AMENDED AND RESTATED AS OF
September 15, 2022

1410

1 17533916.18

AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT OF THE WEST

COUNTY AGENCY
This AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT ("Amended and Restated Agreement") dated as of September 15, 2022 ("Effective Date") and is among WEST COUNTY WASTEWATER DISTRICT, a public corporation and a sanitary district organized and existing pursuant to the provisions of California Health and Safety Code Sections 6400 et seq., in the State of California (“WCW”), the CITY OF RICHMOND, a municipal corporation and charter city duly organized and existing under a freeholder’s charter in the State of California (“Richmond”), and the RICHMOND MUNICIPAL SEWER DISTRICT, a public corporation and a sewer district organized and existing pursuant to the provisions of California Health and Safety Code Sections 4600 et seq. in the State of California (“RMSD”) (WCW and Richmond/RMSD together are each a "Member" and collectively the "Members"); each duly organized and existing in the County of Contra Costa under the constitution and laws of the State of California.

A. The Members first entered into a Joint Exercise of Powers Agreement (the "Agreement") on February 15, 1977; amended this Agreement on August 11, 1981, amended and restated this agreement on June 15, 1984, and further amended this Agreement on April 2, 1990, November 23, 1992, December 21, 1993, July 2, 1996, December 5, 2020, and July 21, 2020.

B. The Members intend that this Amended and Restated Agreement supplant and supersede all previous iterations of the Agreement as set forth above.

C. Each of the Members have the power to plan, acquire, construct, maintain, manage, operate, and control facilities for the collection, transmission, treatment, and disposal of wastewater; and the Members propose by this agreement to exercise said powers jointly for the purpose of providing for the more efficient disposal of the wastewater produced in each Member’s jurisdiction, to the economic, financial and general benefit of each Member.

D. The Agency completed a series of projects to construct wastewater disposal facilities. The first phase (the "A" projects) was comprised of A-1: Deep Water Outfall, A-2:

Transmission Pipeline/Sludge Line, A-3 WCW Effluent Pump Station, and A-4: miscellaneous Richmond Improvements. The second phase (the "B" projects) was comprised of B-1:

Richmond Sludge Pump Station, B-2: WCW Wet Weather Primary Facilities, B-3: WCW Wet Weather Secondary Facilities, B-3: Sludge Lagoons and WCW Equalization Basins. The third phase (the "C" projects) was comprised of Richmond Wet Weather and Additional Facilities.

The projects were supported by eleven separate clean water grants totaling over $70 million dollars.

E. The Parties intend by this Amended and Restated Agreement to clarify the management and operations of the Agency and to modernize and update the joint powers agreement by which the Agency operates.

The Members therefore agree as follows:

1. Definitions. Unless the context otherwise requires, the terms defined in this Section will, for all purposes of this Amended and Restated Agreement, have the meanings herein specified.
1411

2 17533916.18

1.1 “Agency” means the joint powers agency, known as the West County Agency, which was created by the Members pursuant to the Joint Exercise of Powers Agreement dated February 15, 1977.

1.2 “Agreement” means this Amended and Restated Joint Exercise of Powers Agreement.

1.3 “Board” means the Agency's Board of Directors, the governing body of the Agency.

1.4 “Capital Costs” means all costs related to construction of any facilities by or for the Agency, according to generally accepted accounting principles, including directly related studies, reports, design, engineering, inspection, and construction contract payments, and general and administration expenses incurred before completion of such facilities, excluding operating costs. Capital Costs credited to a Member shall include the allocable costs of such Member whether paid from local contributions or grants to such Member.

1.5 “Facilities” means those facilities owned and operated by the Agency, as more specifically identified in Schedule B.

1.6 “Fiscal Year” means the period commencing on July 1 to and including the following June 30.

1.7 “Law” means the Joint Exercise of Powers Act, codified at California Government Code Section 6500 et seq.

1.8 “Management Agency” means the Member which has been designated by the Members to act for and on behalf of the Agency, as the agent or representative of the Agency, pursuant to and within the scope of authority provided in this Amended and Restated Agreement and delegated by the Board.

1.9 “Manager” means the person acting as the Agency's chief administrative officer to administer the affairs of the Agency and effect the policies of the Board. The Manager will be the chief officer of the Management Agency.

1.10 “Operating Costs” means the costs of operation, maintenance, inspection, repairs, replacement, and administration necessary for ordinary use and operation of the Facilities. Such costs shall include expenses for utilities, insurance, tools, equipment, materials, supplies, wages, salaries, contract payments and other expenses necessary for the normal operation, maintenance, and administration of the Facilities.

1.11 “Project” means a facility, or any interest therein, for the collection, transmission, treatment, and disposal of wastewater to be acquired, constructed, or operated by or on behalf of the Agency pursuant to the Agreement or the Amended and Restated Agreement.

2. Authority and Purpose. The Amended and Restated Agreement is made pursuant to the Law and its purpose is to provide for the more efficient disposal of the wastewater produced in each Member’s jurisdiction, to the economic, financial and general benefit of each Member.
1412

3 17533916.18

3. Creation of the Agency. As provided in the Law, the Agency is a public entity separate from each of the Members, and the debts, liabilities and obligations of the Agency shall not constitute debts, liabilities or obligations of any of the Members, except as expressly provided herein. The Agency will exercise the powers set forth in Section 5.

4. Term. This Amended and Restated Agreement is effective as of the Effective Date and will continue in full force and effect until the Members jointly terminate the Amended and Restated Agreement as set forth in Section 21. The Parties shall meet and confer to review the Amended and Restated Agreement's cost sharing and other relevant provisions no later than September 30, 2024, to determine whether amendments to the Amended and Restated Agreement are necessary to equitably allocate costs, benefits, and liabilities relating to the Facilities.

5. Powers.

5.1 General Powers. The Agency will exercise, in the manner described in Section 5.3, the powers which are common to each Member, or as otherwise permitted under the Law, and all incidental, implied, expressed, or necessary powers to accomplish the purpose of this Amended and Restated Agreement. The Agency has the power to acquire, construct, operate and maintain any Project or Facilities for the disposal of the wastewater produced in each Member’s jurisdiction and to enter into agreements with public or private entities.

5.2 Specific Powers. The Agency is authorized, in its own name, to do all acts necessary or convenient for the exercise of such powers for such purposes that each of its Members could do separately, and all other acts authorized by the Law, including but not limited to any or all of the following:

A. to make and enter into contracts;
B. to apply for and accept grants, advances, and contributions; C. to employ or contract for the services of engineers, attorneys, planners, financial consultants, fiscal agents, and such other persons or firms as it deems necessary;
D. to make plans and conduct studies;
E. to acquire, construct, manage, maintain, operate, and control any buildings, works, or improvements in connection with the collection, treatment, and disposal of wastewater;
F. to acquire, hold or dispose of property;
G. to sue and be sued in its own name;
H. to incur debts, liabilities, or obligations, subject to limitations herein set forth;
I. to issue indebtedness, to enter into installment sales agreements or loan agreements in connection with the financing of any Project, and to issue grant 1413

4 17533916.18
anticipation notes pursuant to California Government Code Sections 53859 et seq. for the purpose of financing Projects or Facilities;
J. to establish rates, tolls, fees, rentals, or other charges in connection with the facilities and services provided by the Agency; K. to employ agents and employees;
L. to exercise the power of eminent domain for the acquisition of property for any Project of the Agency;
M. to sell or lease any Project, and to sell or beneficially reuse any byproducts of the conveyance, treatment, or disposal process; and N. to enter into joint exercise of powers agreements pursuant to the Law.

5.3 For the purposes of Government Code Section 6509, the Agency's powers will be exercised subject only to the restrictions upon the manner of exercising such powers as are imposed upon Richmond in the exercise of similar powers.

6. Boundaries. The boundary of the Agency is the consolidated boundaries of the Members, as may be altered from time to time.

7. Organization.

7.1 West County Agency Board of Directors. The Agency will be governed by the West County Agency Board of Directors, which will exercise all powers and authority on behalf of the Agency.

7.2 Directors.

A. The Board will consist of four appointed directors, two from WCW and two from Richmond/RMSD. WCW, and Richmond/RMSD will each appoint one alternate director to serve in the case of absence or conflict of either of the appointed directors. All directors and alternates must be elected officials from the Member agency's governing body.

Each director and alternate will hold office from the first meeting of the Board after appointment by the Member until their successor is selected. Each director and alternate will serve at the pleasure of the Member they represent and may be removed at any time, without cause, in the sole discretion of that Member’s governing body.

B. WCW will be entitled to two votes through its designated directors, or alternate; Richmond and RMSD, jointly, will be entitled to two votes through their designated directors or alternate.

C. Directors will be entitled to receive compensation as provided by law for directors of a sanitary district under the Sanitary District Act of 1923. 1414

5 17533916.18

7.3 Principal Office. The principal office of the Agency is the Managing Agency's principal office. The Board may change the principal office upon giving at least fifteen days’ notice to each Member, the Regional Water Quality Control Board, the State Water Resources Control Board, and to any other agency or office as required by law.

7.4 Officers. The Agency will have five officers: Chair, Vice Chair, Manager, Secretary, and Treasurer/Auditor. The directors will select from the Board a Chair and Vice Chair who will hold office for a period of one year, commencing July 1 of each and every Fiscal Year; but, if a Member removes from the Board a director serving as an officer, then the Board will appoint a director from the Board to fill the vacant office for the remainder of that Fiscal Year.

A. Manager. The Board will employ the services of a Manager who will be the chief administrative officer of the Agency. The Manager shall coordinate the business and operations of the Agency, reply to communications on behalf of the Agency, approve payment of amounts duly authorized by the Board, and carry out other duties that may be assigned to him or her by the Board. The Manager will be the General Manager of WCW or the City Manager of Richmond, or their designee. The Agency will not have any employees that are not employees of the Members. The Manager or their designated representative shall attend the Board meetings, report on administrative business, and take direction from the Board.

B. Secretary. The Secretary may be a staff person of one of the Members. The Secretary shall prepare, distribute, and maintain minutes of Board meetings and official actions of the Agency. The Secretary shall file all notices in accordance with Government Code Sections 6503.5 and 53051.

C. Treasurer/Auditor. The Treasurer of the Management Agency shall be Treasurer/Auditor of the Agency. The Treasurer/Auditor will have all powers, duties, and responsibilities specified in the Law, without limitation, Sections 6505, 6505.5, 6505.6 thereof. There will be strict accountability of all Agency funds and report of all receipts and disbursements and compliance with the Law.

7.5 Access to Property. The Treasurer/Auditor and Manager are hereby designated as the persons who have charge of, handle and have access to the property of the Agency, and each shall file with the Agency an official bond in an amount to be fixed by the Board, the cost of which will be paid by the Agency. (Government Code § 6505.1)

7.6 Officers, Employees and Agents. None of the officers, agents or employees directly employed by the Agency will by reason of that employment become officers, agents or employees of any Member. The Agency may contract with any Member for any services. None of the persons whose services are supplied by a Member will by reason of that employment become an employee of the Agency. The Agency may appoint or employ an officer, employee, or agent of a Member as its officer, employee, or agent.

8. Meetings; Budget.

8.1 Regular Meetings. The Board will hold at least one regular meeting each year. The date, time, and place of regular meetings will be fixed by resolution of the Board.

8.2 Special Meetings. Special meetings of the Board may be called in accordance with the provisions of Government Code Section 54956. 1415

6 17533916.18

8.3 Notice of Meetings. All meetings of the Board will be held subject to the provisions of the Ralph M. Brown Act, Government Code Sections 54950, et seq.

9. Quorum. Three of the directors of the Board will constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time.

9.1 Bylaws. The Board may adopt from time to time any bylaws, rules or regulations necessary or convenient for conducting its affairs.

10. Management Agency.

10.1 WCW is hereby designated as the Management Agency to administer the business of this Agency, subject to the direction of the Board. WCW will serve as the Management Agency through December 31, 2024, or sooner if agreed upon by the Board.

Commencing on January 1, 2025, Richmond/RMSD will serve as the Management Agency for a period of five years, and thereafter the Members will alternate Management Agency responsibilities every five years. The Members will coordinate the transition of files and administrative tasks prior to the designation of a new Management Agency.

10.2 The Board may select another Member or may abolish the role of Management Agency at any time, and assume the duties and responsibilities of the Management Agency. The Management Agency is hereby delegated all authority explicitly or impliedly necessary to administer the business of the Agency, subject to direction of the Board.

10.3 The Management Agency's General Manager or City Manager (or his or her designee) will be designated as the Manager of the Agency, subject to the direction of the Board.

11. Budget; Distribution of Agency Costs; Payment.

11.1 Budget. A general budget for the operations of the Agency will be adopted by the Board for the ensuing Fiscal Year prior to June 30 of each year. The budget will provide sufficient detail to constitute an operating guideline, including but not limited to the following: revenues from various sources; the necessary contributions to be made by each Member; expenditures to be made for administration and operation of the Agency; expenditures for capital repairs or new Projects; and, unless otherwise provided by separate arrangement between the Members, expenditures for administration, maintenance and operating costs of the Facilities.

11.2 Contributions; Delegation of Authority. Approval of the general budget will constitute authority for the Manager to bill the Members for their contributions and expend funds for the purposes outlined in the approved budget, but within the availability of funds on hand as determined by the Treasurer/Auditor. Each Member hereby agrees to include in each annual budget approved by the governing body of such Member amounts estimated to be sufficient to maintain the Joint Operating Fund balance as described in Section 11.3. The Manager is hereby authorized to take any or all legal actions necessary and permitted by law on behalf of the Agency to enforce the collection of any payments or to enforce any other provision of this Amended and Restated Agreement, including, but not limited to, actions or proceedings in mandamus to require each Member to include the amounts estimated to be necessary in each annual budget, or to collect those charges from the taxpayers, landowners or users of any of the Facilities.
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7 17533916.18

11.3 Joint Operating/Capital Fund.

A. A Joint Operating Fund will be used to pay all Capital and Operating Costs as defined in Section 1.4 and 1.10. Each Member shall maintain a deposit of $300,000 with the Agency in the Joint Operating/Capital Fund, which will increase annually by the Consumer Price Index ("CPI") with a minimum increase of no less than three percent (3%).

The CPI shall mean the change in CPI for Urban Wage Earners and Clerical Workers for San Francisco-Oakland-Hayward, California for the all items category for the 12-month period prior to the beginning of the Fiscal Year budgeted, as determined by the U.S. Department of Labor, Bureau of Labor Statistics, or other mutually agreeable source if such a CPI is no longer available. The deposit ensures sufficient cashflow for the continued operations and maintenance of the Agency. Any shortfall in the Joint Operating Fund revenues will be made up from available reserves dedicated by the Board for such a purpose, and if those available reserves are insufficient to cover the shortfall, any other available reserve funds not designated by the Board for other purposes or otherwise legally restricted may be used to meet that shortfall. The Manager will invoice each Member for its deposit. All operating costs will be paid for from the Member deposit.

B. All moneys in the Joint Operating Fund will be paid out by the Treasurer/Auditor for the purposes for which that fund was created upon authorization by the Chair or the presiding officer of the Management Agency and approval by the Treasurer/Auditor and Manager of demands for payment, or as otherwise authorized by resolution of the Board, filed with the Treasurer/Auditor.

11.4 Quarterly Statements: On a quarterly basis, the Agency Manager will provide statements of all Agency financial transactions for the preceding quarter to each Member. Statements will be provided to each Member by November 1, February 1, May 1, and August 1 each year. The Agency Treasurer/Auditor will invoice each Member as necessary each quarter to maintain the Joint Operating/Capital Fund balance as defined in Section 11.3.

Invoices for the joint operating fund will be immediately due and payable within 30 days of billing.

11.5 Distribution of Capital Costs.

Capital Costs will be allocated to each Member in accordance with Schedule A.

The Agency may require each Member to advance its share of a Project's capital costs. Funds received from the Members and grant funds received from state and federal governments will be deposited in the Joint Operating/Capital Fund and applied to the Project costs. Funds remaining after final Project close out and final audit by any granting agency will be returned to the Members in proportion to their contributions.

11.6 Distribution of Operating Costs. Operating costs for the Facilities will be allocated to each Member on a 50/50 basis. The Board, by resolution passed by no less than three votes, may determine other ratios, based on prorated shares of projects or on other means, where circumstances require deviation from the above.

12. Ownership of the Facilities. The Agency will own and hold title to the Facilities.

13. SBS Project. The Members desire to contract for the design and construction of SBS Facilities, as the term is used in the Fifth Amendment to the Agreement. The Members will 1417

8 17533916.18
proceed with construction of the SBS Facilities in accordance with the provisions and agreement set forth in Schedule C to this Amended and Restated Agreement.

14. Capacity Rights. It is generally understood1 that the Facilities currently have a hydraulic capacity of 62 m.g.d. for wet weather, depending on tidal conditions2. During peak wet weather flows, the parties' maximum permitted capacity rights are approximately as follows:

Outfall Pipeline
WCW 21 m.g.d. .

Richmond/RMSD 41 m.g.d.

Total 62 m.g.d. .

15. Records and Accounts.

15.1 The Agency will keep accurate and correct books of account, showing in detail the costs and expenses of any construction and the maintenance, operation and administration of the Facilities and all financial transactions of the Members relating to the Facilities, which books of account will correctly show any receipts and also any costs, expenses or charges to be paid by all or any of the Members. Time records and books of account will be open to inspection at all times by any representative of any of the Members, or by any accountant or other person authorized by any Member to inspect said books of account.

15.2 The Agency will also maintain accurate records relating to the sewage flow and strength of effluent from each of the Members as required for NPDES reporting.

16. Income from Operation. Any treated wastewater for reuse or other substance arising out of and apportionable to the operation of the Facilities will be the property of the Agency and may be sold by the Agency for the best obtainable prices. The income of any such sale will be credited to the Members in proportion to the Capital Costs contributed by the Members for the Facilities of Members, less the Operating Costs charged to such Members.

17. Failure to Meet Discharge Requirements.

17.1 The Agency will cause the combined effluent of all dischargers, as well as the receiving water of the combined discharge, to be monitored to determine whether or not federal and/or state discharge requirements are being met. In addition, the Agency will cause the effluent of each discharger to be monitored. If the combined effluent of all dischargers at the point of ultimate discharge into the receiving water fails to meet discharge requirements, the Member or Members responsible for the violation will be solely responsible for any fines levied or criminal sanctions imposed. In this regard, the Member or Members responsible for the violations shall hold harmless the Agency and the other non-violating Member from all liability and/or damages incurred by said Agency and/or Member as a direct and proximate result of said violation, including, but not limited to, legal, engineering, and administrative expenses and

1 Based on Technical Memo No. 2 – Flow Equalization and Hydraulics (Carollo, December 2010), attached hereto as Schedule D.
2 The Parties recognize the need for a future project to construct a low lift pump station to address the impacts of tidal conditions on the Outfall, which is anticipated to begin in the next 2-5 years. 1418

9 17533916.18
direct or indirect damages incurred by the Agency or the Member as a result of a cease and desist order or court injunction from any state or federal agency within the jurisdictional limits of said Agency or Member.

17.2 If both Members are responsible for failure of the combined effluent to meet discharge requirements, the Members responsible for the violation will be jointly and severally responsible to the Agency.

17.3 Upon notification of such violation, the Member or Members will take prompt, corrective action as necessary to meet said discharge requirements. If any Member fails to take such action, the Agency by unanimous vote of the Board (excluding those Members of the Board who are representatives of the Member who is in violation of the discharge requirements) may elect to do either one or both of the following:

A. Undertake, at the cost and expense of the violating Member, the construction of such additional treatment facilities as are necessary to meet said discharge requirements; or
B. Impose a prohibition of additional connections to the collection system of the Member or Members in violation.

17.4 Nothing in this Section precludes one or more Members from providing additional levels of treatment to ensure meeting waste discharge requirements in the combined effluent. If one or more Members are obligated to provide additional levels of treatment to meet waste discharge requirements for the combined effluent, all Members requiring the additional levels of treatment shall participate in the costs of such treatment based on their relative contribution of waste characteristics to be treated and the costs of providing such treatment.

18. Contributions; Payments and Advances; Use of Personnel, Equipment or Property; Exchange of Services.

18.1 Contributions from a Member’s treasury may be made for the purposes set forth in this Amended and Restated Agreement.

18.2 Payments of public funds of a Member may be made to defray the cost of such purposes.

18.3 Each of the Members may make advances of public funds, to be repaid as set forth in this Amended and Restated Agreement.

18.4 Subject to approval of the Board, personnel, equipment or property may be used in lieu of other contributions or advances.

18.5 The Members may exchange services without payment of any consideration other than such services, or a Member may agree to provide all or any portion of such services to another Member.

18.6 The Board may provide for the repayment or return to a Member of all or any part of any contributions, payments or advances made by that Member. 1419

10 17533916.18

19. Dispute Resolution. In the event of any dispute, the parties will promptly meet and confer, first at a staff level and then elevated to a meeting of the Board, in a good faith attempt to resolve the dispute. In connection with such negotiations, the party asserting the dispute must provide the other with a written description of the nature of the dispute, along with reasonable supporting documentation. If a dispute cannot be resolved by the parties independently, they may agree to submit such dispute to non-binding mediation by a mutually agreed-upon neutral third party with offices in the Richmond Area. The cost of mediation will be shared equally. In the alternative, a party may choose to resolve questions or disputes arising under this Amended and Restated Agreement through arbitration or judicial determination.

20. No Withdrawal from Authority; Termination; Disposition of Assets.

20.1 No Member may withdraw from the Agency, but all Members may agree to dissolve the Agency and terminate the Amended and Restated Agreement. Upon termination of this Amended and Restated Agreement, the assets of the Agency will be divided among the then parties to this Amended and Restated Agreement in a manner that is equitable and consistent with the use and operation of the Facilities and in compliance with discharge permit requirements. Upon dissolution of the Agency, the Parties will mutually determine ownership of the Facilities and may enter into Joint Use Agreements or other agreements to share costs and liabilities associated with continued joint use of any Facility.

20.2 Each party to this Amended and Restated Agreement waives its right to seek a judicial partition of any interest it may have in the Agency and/or in any assets of the Agency, including real property, improvements to real property and personal property.

21. Elections. For the purpose of holding any election within the Agency's boundaries, the Board may call and hold an election to submit propositions to the electors of the Agency in the same manner as the board of supervisors of a county may call and hold county elections, and the electors of the Agency will have the right to petition for referendum on any ordinance enacted by the Board in the same manner as the electors of a county, except that all computations referred to in those sections and the officers of the county mentioned in those sections will be construed to refer to comparable computations and officers of the Agency. For purposes of any election or referendum petition, the electors residing within the boundaries of the Agency who would be qualified to vote for candidates for Governor at any general election will be the electors of the Agency.

22. Amendments. This Amended and Restated Agreement may be amended only by an agreement approved and executed by all of the Members.

23. Filing with the Secretary of State. The Secretary shall file with the Secretary of State notices in accordance with Government Code Sections 6503.5 and 53051.

24. Notices. All notices which any Member or the Agency may wish to give in connection with this Amended and Restated Agreement will be in writing and will be served by personal delivery during usual business hours at the principal office of the Member or Agency, to an officer or person apparently in charge of said office, or by depositing same in the United States mail, postage prepaid, and addressed to the Member or Agency at its principal office, or to such other address as the Agency or Member may designate from time to time by written notice given as in this paragraph provided. Service of notice pursuant to this paragraph shall be deemed complete on the day of service by personal delivery or deposit in the mail. 1420

11 17533916.18

25. Successors: Assignment. This Amended and Restated Agreement will be binding upon and will inure to the benefit of the successors of the Members. In the event of the consolidation of some, but less than all, of the Members, the consolidated Member will retain all of the rights and responsibilities of the former individual Member. No Member will assign its rights hereunder except to a duly formed public entity organized and existing under the laws of the State of California, subject to the consent of the other Members.

26. Severability. Should any part, term or provision of this Amended and Restated Agreement be decided by a final judgment of a court to be illegal, or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby.

27. Section Headings. All section headings contained herein are for convenience or reference only and are not intended to define or limit the scope of any provision of this Amended and Restated Agreement.

28. Financing. At the time of execution of this Amended and Restated Agreement, the Parties warrant that, to their current, actual knowledge, after reasonable inquiry, the Agency has no outstanding indebtedness nor is it a party to any installment sales agreements or loan agreements in connection with the financing of any Project.

1421

12 17533916.18
The Members are executing this Amended and Restated Agreement to be effective as of the Effective Date.

WEST COUNTY WASTEWATER DISTRICT

, 20__ By:

CITY OF RICHMOND

, 20__ By:

RICHMOND MUNICIPAL SEWER DISTRICT

, 20__ By:
1422

17533916.18

SCHEDULE A

ALLOCATION OF CAPITAL COSTS

Capital Costs will be allocated according to the following schedule:

Richmond/RMSD West County Wastewater District
65% 35%
1423

17533916.18

SCHEDULE B

FACILITIES

The facilities constructed by the Agency were designated either as "Sole-Use Facilities" (used by or for one Member) or "Joint Use Facilities" (used by or for both WCW and Richmond/RMSD) in the Agreement. The terms "Sole-Use Facilities" and "Joint Use Facilities" are no longer used in this Amended and Restated Agreement. All "Sole-Use Facilities" are owned and operated by the respective Members and are no longer relevant to this Amended and Restated Agreement. All "Joint Use Facilities" will be referred to as "Facilities" for the purpose of this Amended and Restated Agreement.

Facilities are owned and operated by the Agency as further described in Section 13 and are listed below.

1. Submarine Outfall

2. Transmission Pipeline from Confluence structure to Submarine Outfall

3. Confluence Structure

4. Cathodic Protection System*

5. Outfall Diffusers

6. Aide-to-Navigation Marker Buoys

7. Joint Dechlorination Facility**

*The Cathodic Protection System protects the transmission pipelines including the 6" sludge line owned by the City of Richmond and the 36" effluent line owned by West County Wastewater District.
**Under construction as of the effective date of the Amended and Restated Agreement.

1424

17533916.18

SCHEDULE C

EXHIBIT A
OF AMENDMENT NO. 5 TO THE

JOINT EXERCISE OF POWERS AGREEMENT

OF THE WEST COUNTY AGENCY

RECITALS
This Amendment No. 5 is made with regard to the following facts and circumstances.

A. Richmond owns and operates a wastewater treatment plant (“Richmond WWTP”) and WCWD owns and operates a separate water quality and resource recovery plant (“WCWD WQRRP”). The Richmond WWTP and WCWD WQRRP generate chlorinated secondary effluent that must be dechlorinated before it is discharged to San Francisco Bay pursuant to California Regional Water Quality Board (“RWQCB”) Order No. R2-2019-003, and National Pollutant Discharge Elimination System (NPDES) Permit No. CA003539 effective April 1, 2019.

B. The Richmond WWTP and WCWD WQRRP effluent dechlorination facilities and equipment were constructed in the 1980’s. The majority of the existing effluent dechlorination facilities are situated on the Richmond WWTP. Declorination of effluent from the Richmond WWTP and WCWD WQRRP is accomplished by injecting an adequate quantity of sodium bisulfate into chlorinated effluent prior to discharge. For convenience of reference, the existing dechlorination facilities will be referred to as the “SBS Facilities”.

C. Richmond and Richmond Municipal Sewer District (collectively “Richmond”) and West County Wastewater District (“District”) separately engaged Carollo Engineers (“Carollo”) to assess the condition of the SBS Facilities. The Carollo condition assessments concluded that the SBS Facilities have reached the end of their useful life and need to be replaced or rehabilitated.

D. The Carollo condition assessments offered alternative projects including rehabilitating the SBS Facilities, replacing the SBS Facilities as Joint Facilities and replacing the SBS Facilities as Sole Use Facilities. After considering all feasible alternatives, the Agency Board of Directors decided to proceed with design and construction of a project that will demolish and replace the SBS Facilities as Joint Facilities.

E. On May 15, 2020, the Agency Board of Directors adopted its Resolution authorizing the Agency Manager to execute a contract with Carollo for design of the project for demolition and replacement of the SBS Facilities (the “SBS Project”).

F. Bids for SBS Project construction will be solicited once Carollo completes and the Agency approves design of the SBS Project. Richmond requested, and WCWD agreed, that Richmond will undertake procurement of SBS Project construction bids using Richmond’s usual procurement process.

G. The Richmond WWTP is operated and maintained pursuant to a contract between Richmond and Veolia Water West Operating Services (“Veolia”). Richmond and WCWD have 1425

17533916.18
determined that it is in their mutual best interests to engage Veolia to manage construction of the SBS Project at the Richmond WWTP.

AGREEMENT
NOW, THEREFORE, RICHMOND AND WCWD HEREBY AGREE AS FOLLOWS:

1. Incorporation of Recitals. The foregoing recitals are true and correct statements of fact and the circumstances underlying this Amendment No. 5 and are incorporated herein by this reference. Capitalized terms throughout this Amendment No. 5 not otherwise defined herein shall have the same meaning as defined in the JPA.

2. Procurement of Construction Bids and Award of Contract. Upon completion and approval of SBS Project design, Richmond will undertake on behalf of the Agency procurement of bids for construction of the SBS Project. The bids so obtained will be presented to the Agency Board of Directors for approval. Upon the Agency’s approval, the City of Richmond shall enter into the contract for construction of the SBS Project on behalf of the Agency.

3. SBS Project Management. Veolia shall be engaged to manage all aspects of the SBS Project at the Richmond WWTP pursuant to Veolia’s existing contract with Richmond.

Richmond and WCWD will share the cost of SBS Project construction management in the same percentage as the allocation of Capital Costs below.

4. Cost Allocation and Payment of Expenses. Richmond and WCWD are obligated to share Capital Costs and Operating Costs in accordance with percentages allocated in the JPA, and most recently in JPA Amendment No. 3. WCWD and Richmond have determined and hereby agree that a different cost allocation of Capital Costs and Operating Costs is appropriate for the SBS Project.
a. Allocation of Capital Costs. Capital Costs for the SBS Project shall be allocated and paid as follows: Richmond – 65%; WCWD – 35%. b. Allocation of Operating Costs. Operating Costs for the SBS Project shall be allocated and paid as follows: Richmond – 65%; WCWD – 35%. This allocation of Operating Costs is based upon the estimated use of the completed SBS Project by Richmond and WCWD. Upon request by Richmond or WCWD, this allocation of Operating Costs can be revised to reflect actual use of the completed SBS Project.
c. Payment of Capital Costs. Upon approval of a contract for construction of the SBS Project, the Agency Manager shall bill each Member for its share of the Capital Costs for the SBS Project. Each Member shall, within 30 days of billing, deposit its proportionate share of SBS Project Capital Costs into the Joint Operating Fund or such other fund as may be established for the SBS Project. All Capital Costs for the SBS Project shall be paid from the fund into which the deposits are made.

5. Joint Facilities. The completed SBS Project will constitute Joint Facilities under the JPA.

6. Mutual Cooperation. Successful design and implementation of the SBS Project will require the cooperation and involvement of Richmond and WCWD. To that end, Richmond 1426

17533916.18
and WCWD will develop a process whereby both agencies will be kept fully informed and allowed to review, comment on and be involved with all aspects of SBS Project design, Capital Costs, construction, construction management, construction changes and all other facets of the SBS Project sufficiently in advance to meaningfully participate.

1427

17533916.18

SCHEDULE D
Carollo Technical Memo No. 2 – Flow Equalization and Hydraulics

1428

450 Civic Center Plaza, Richmond, CA 94804-1630
Telephone: (510) 620-6594 Fax: (510) 307-8195 www.ci.richmond.ca.us Water Resource Recovery Division

PUBLIC WORKS DEPARTMENT

October 17, 2023

West County Wastewater District
2910 Hilltop Dr,
Richmond, CA 94806

Dear Andrew Clough:

West County Wastewater District, Richmond Municipal Sewer District, and the City of Richmond (collectively “Parties”) entered into a Joint Exercise of Powers Agreement (the "Agreement") on February 15, 1977, forming the West County Agency. The Parties the n entered an Amended and Restated Joint Exercise of Powers Agreement as of June 15, 1984, then thereafter amended the Agreement on April 2, 1990, November 23, 1992, December 21, 1993, July 2, 1996, and July 21, 2020.

The Agreement was amended as an “Amended and Restated Joint Exercise of Powers Agreement as of September 15, 2022”. West County Wastewater District approved the Amended and Restated Agreement as of September 15, 2022. The City of Richmond City Council has not yet voted to approve it.

The purpose of this letter is to confirm the Parties’ mutual understanding in regard to the Agreement, the amendments to the Agreement, the Amended and Restated Agreement of September 15, 2022, and the schedules attached thereto (collectively “Agreement Version s”), specifically that nothing in the Agreement Versions has been intended by either party to lengthen the term of any contract by any Party or by the JPA with Veolia Water West Operating Services, Inc. (“Veolia”) or any Veolia entity including but not limited to Veolia North America, LLC, Veolia Group, Veolia Environmental Services, Veolia Environment, or Veolia Water Technologies; nor shall any of the Agreement Versions be construed to adversely impact the Parties’ rights to terminate any agreement with V eolia. The City of Richmond, Richmond Municipal Sewer District, and West County Wastewater District also mutually agree that there are no intended third -party beneficiaries to any of the Agreement Versions. This letter does not amend or supersede any of the Agreement Versions.

The Parties warrant that they have the authority to execute this letter agreement concerning intent. The Parties agree that this side letter agreement concerning intent may be cited to and relied upon by any of the Parties to demo nstrate that that there are no intended third -party beneficiaries to any of the Agreement Versions and that nothing in the Agreement Versions has been intended by either party to lengthen the term of any contract by any Party or by the JPA with Veolia. Pa rties may also cite this letter agreement to demonstrate that the Agreement Versions were not intended to adversely impact the Parties’ rights to terminate any agreement with Veolia.

1429

WEST COUNTY WASTEWATER

DISTRICT

_________________, 20_____ By: _______________________
Andrew Clough, General Manager

CITY OF RICHMOND

_________________, 20_____ By: _________________________ City Manager, Shasa Curl

RICHMOND MUNICIPAL SEWER

DISTRICT

___________________ , 20_____ By: _______________________ Public Works Director, Daniel Chavarria

1430

JOINT EXERCISE OF POWERS AGREEMENT
OF THE WEST COUNTY AGENCY _,- -, (/ 1/1 7:Y: ("( covNI'J,. vV/15 T!i vo - BY AND AMONG WEST ~ljffle 'i«®UI;;tGAN4~ DISTRICT

AND THE CITY OF RICHMOND

AND THE RICHMOND MUNICIPAL SEWER DISTRICT

AMENDED AND RESTATED AS OF
June 15, 1984

AMENDED AS OF
APRIL 2, 1990

AMENDED AS OF
NOVEMBER 23, 1992

AMENDED AS OF
DECEMBER 21, 1993"
I
j
I~.~~· q,--
. ! j
1431
,~ i-'

JOINT EXERCISE OF POWERS AGREEMENT

OF THE WEST COUNTY AGENCY

BY AND AMONG WEST CONTRA COSTA SANITARY DISTRICT

AND THE CITY OF RICHMOND

AND THE RICHMOND MUNICIPAL SEWER DISTRICT
This AGREEMENT, first made as of the 15th day of
February 1977 and amended as of March 23, 1977 and amended as of August 11, 1981 and amended, restated and dated for
convenience as of June 15, 1984, by and among WEST CONTRA COSTA SANITARY DISTRICT, a public corporation and a sanitary district organized and existing pursuant to the provisions of California Health and Safety Code Sections 6400 et ~., in the State of California ( 11 WCCSD11 ), the CITY OF RICHMOND, a municipal corporation and charter city duly organized and existing under. a freeholder's charter in the State of
California ("Richmond"), and the RICHMOND MUNICIPAL SEWER DISTRICT, a public corporation and a sewer district organized and existing pursuant to the provisions of California Health an~ Safety Code Sections 4600, et ~· in the State of
California ("RMSD"); each duly organized and existing in the County of Contra Costa under the constitution and laws of the State of California,
1432
~-·
W I T N E S S E T H:

WHEREAS, each of the Members hereto has power to
plan, acquire, construct, maintain, manage, operate, and control facilities for the collection, transmission,
treatment, and disposal of wastewater; and the Members
propose by this' agreement to exercise said powers jointly for the purpose of providing for the more efficient disposal of the wastewater produced in each Member's jurisdiction, to the economic, financial and general benefit of each Member; and each of the Members desire to plan, design and construct with the other Members joint wastewater facilities for the benefit of each and all of the Members;
WHEREAS, WCCSD, Richmond, and RMSD are each
empowered by law to acquire, construct, maintain and operate real and personal property and control the same, and in connection therewith to acquire, construct, maintain and operate facilities for the disposal, treatment or conversion to energy and reusable materials of solid waste;
WHEREAS, WCCSD, Richmond, and RMSD are each
empowered by law to acquire, ·construct, maintain and operate real and personal property and control the same, and in connection therewith to acquire, construct, maintain and operate facilities for the generation of electrical energy, resulting from the conversion to energy of solid waste, for 2 040025-0057-098-1709d 06/14/84
1433
public and private uses and all rights, properties and
improvements necessary therefor, including fuel and water facilities and resources;
WHEREAS, WCCSD, Richmond and RMSD are each desirous
of conferring upon the West County Agency additional power with regards to the financing of its facilities for the benefit of each and all of the members.

NOW, THEREFORE, WCCSD, Richmond and RMSD, for and
in consideration of the mutual agreements and covenants herein contained, do agree as follows:

SECTION 1. Definitions. Unless the context
otherwise requires, the terms defined in this section and initially capitalized in the text shall for all purposes of the Agreement have the meanings herein specified.

Agency

1.1 ''Agency'' shall mean West County Agency of
Contra Costa County, California, a joint exercise of powers agency previously created by the Members and continued in existence pursuant to this Agreement.

Agreement

1.2 ''Agreement'' shall mean this joint exercise of
powers agreement as the same now exists and as it may from time to time be amended by all supplemental agreements
entered into pursuant to the provisions hereof, which
Agreement is an amendment of and a supplement to that certain 3 040025-0057-098-1709d 06/14/84
1434
agreement by andamong the Members, dated as of February 15, 1977, as amended, originally creating the Agency.

Board

1.3 ''Board'' shall mean the West County Agency
Board, the governing body of the Agency.

Capital Costs

1.4 ''Capital Costs'' shall mean all costs related
to construction of any facilities by or for the Agency, according to generally accepted accounting principles,
including directly related studies, reports, design,
engineering, inspection, and construction contract payments, and general and administration expenses incurred before completion of such facilities, excluding operating costs.

Capital Costs credited to a Member shall include the
allocable costs of such Member whether paid from local
contributions or grants to such Member.

Fiscal Year

1.5 "Fiscal Year" shall mean the period commencing
on July 1 to and including the following June 30.

Joint Facilities

1.6 ''Joint Facilities" shall mean those facilities
of the State Project for which construction cost was shared between WCCSD, Richmond and RMSD.

Law

1.7 "Law" shall mean Articles 1 and 2 of Chapter 5
of Division 7 of Title 1 of the Government Code of the State 4 040025-0057-098-1709d 06/14/84
1435
of California, and all laws amendatory thereof or
supplemental thereto.

Management Agency

1.8 "Management Agency" shall mean that Member
which has been designated by the Members to act for and on behalf of the Agency, as the agent or representative of the Agency, pursuant to and within the scope of authority
provided in this Agreement and delegated by the Board.

Manager

1.9 "Manager" shall mean the person designated by
the Board as its chief administrative officer to administer the affairs of the Agency and effect the policies of the Board.

Member

1.10 "Member" shall mean WCCSD or Richmond or RMSD.

Operating Costs

1.11 ''Operating Costs'' shall mean the costs of
operation, maintenance, inspection, repairs, replacement, and administration necessary for ordinary use and operation of Joint Use Facilities. Such costs shall include expenses for utilities, insurance, tools, equipment, materials, supplies, wages, salaries, contract payments and other expenses
necessary for the normal operation, maintenance, and
administration of facilities.
5 040025-0057-098-1709d 06/14/84
1436
Project

1.12 "Project" shall mean either or both of the
following: (1) a facility, or any interest therein, for the disposal, treatment, recycling, or conversion to energy and reusable materials of solid waste to be acquired,
constructed, or operated by or on behalf of the Agency
'
pursuant to the Agreement or (2) a facility or any interest therein, including but not limited to ownership interests or capacity rights for the generation of electrical energy for public or private uses and all rights, properties, and
'
improvements necessary therefor, including fuel and water facilities and resources, to be acquired, constructed, or operated by or on behalf of the Agency pursuant to the
Agreement.

Project Manager

1.13 ''Project Manager" shall mean the engineer
selected by the Management Agency for the coordination, design and construction of the State Project, under the direction of the Manager.

Report

1.14 "Report" shall mean the report required for a
Clean Water Grant under the Clean Water Bond Law of 1970, Public Law 92-500 - Federal Water Pollution Control Act Amendments of 1972, and subsequent laws and regulations relating thereto. Such ''Report" shall be the Final Project 6 040025-0057-098-1709d 06/14/84
1437
Report to West .County Agency, as modified and approved by the State Water Resources Control Board.

Revenue Bonds

1.15 "Revenue Bonds" shall mean revenue bonds,
notes, or any other evidences of indebtedness of the Agency now or hereafter authorized to be issued pursuant to the Law or any other applicable law to finance any Project, Joint Facilities, Sole-use Facilitie~, or the State Project.

Sole Use Facilities

1.16 ''Sole-use Facilities'' shall mean the
collection, treatment and disposal facilities, for Richmond, RMSD and WCCSD, not included in Joint Facilities or in a Project. These facilities may be included with the Joint Facilities for grant approval and contract administration as the approved State Project.

State Project

1.17 ''State Project'' shall mean the project
authorized or approved by the State Water Resources Control Board (SWRCB) for construction of Joint and Sole-use
Facilities.

SECTION 2. Purpose. The Agreement is made
pursuant to California Government Code Sections 6500, et ~-, and its purposes are to provide for the joint exercise of powers common to the Members and for the exercise of such additional powers as are conferred by the Law. The Members are each empowered by the laws of the State of California to 7 040025-0057-098-1709d 06/14/84
1438
exercise the powers specified in the recitals herein, and in connection therewith to acquire, construct, maintain and operate Joint Facilities, Sole-use Facilities, Projects and the State Project, and these common powers shall be exercised for the benefit of any one or more of the Members or
otherwise in the manner hereinafter set forth.

SECTION 3. Creation of the Agency. There has
been created pursuant to California Government Code Sections 6500, et ~., and there is hereby continued in existence an agency and public entity to be known as the "West County Agency of Contra Costa County, California." As provided in the Law, the Agency shall be a public entity separate from each of the Members, and the debts, liabilities and
obligations of the Agency shall not constitute debts,
liabilities or obligations of any of the Members.

SECTION 4. Term. This amendment and restatement
of the Agreement shall become effective as of the date hereof and shall continue in full force and effect until such time as all Revenue Bonds and the interest thereon shall have been paid in full or provision for such payment shall have been made, after which time this Agreement shall continue in full force and effect until terminated by mutual agreement.

SECTION 5. Powers; Restrictions Upon Exercise.

5.1 The Agency shall have power to acquire,
construct, operate and maintain any Project, Joint
Facilities, Sole-use Facilities and the State Project and to 8 040025-0057-098-1709d 06/14/84 1439
enter into agreements with public or private entities,
including power s~ales agreements' to provide security for the repayment of any Revenue Bonds issued to finance such Joint Facilities, Sole-use Facilities, Projects and the State Project, subject, however, to the conditions and restrictions contained in the Agreement. It shall also have the power to plan, study, and recommend proper wastewater management consistent with the wastewater program as outlined in the·.

Report.

5.2 The Agency is authorized, in its own name, to
do all acts necessary or convenient for the exercise of such powers for such purposes that each of its Members could do separately, and all other acts authorized by the Law,
including but not limited to any or all of the following:
(a) to make and enter into contracts;
(b) to apply for and accept grants, advances,
and contributions;
(c) to employ or contract for the services of
engineers, attorneys, planners, financial consultants,
fiscal agents, and such other persons as it deems
necessaryi
(d) to make plans and conduct studies;
(e) to acquire, construct, manage, maintain,
operate, and control any buildings, works, or
improvements, including transfer stations in connection with the collection of solid waste;
9 040025-0057-098-1709d 06/14/84
1440
(f) to acquire, hold or dispose of property;
(g) to sue and be sued in its own name;
(h) to incur debts, liabilities, or
obligations (which do not constitute debts, liabilities or obligations of the Members or any of them), subject
to limitations herein set forth;
(i) to establish rates, tolls, fees, rentals,
or other charges in connection with the facilities and
services provided by the Agency;
(j) to plan, construct, operate, or maintain
a Member's Sole-use Facility when specifically requested by the Member, or when necessary to meet joint discharge requirements, subject to the provisions of Section 20
hereof;
(k) to employ agent and employees;
(1) to exercise the power of eminent domain
for the acquisition of property for any Project of the
Agency and the State Project;
(m) to issue Revenue Bonds from time to time
in accordance with the provisions of the Law for the
purpose of raising funds necessary to finance a Project or Joint Facilities;
(n) to proceed with the acquisition and
construction of a Project when the Agency shall have
completed arrangements for obtaining funds sufficient to pay all costs of the acquisition and construction of
10 040025-0057-098-1709d 06/14/84
1441
such Project and sufficient to provide adequate
replacement reserves for such Project and when all
necessary permits for such acquisition and construction shall have been obtained;
(o) to enter into installment sales
agreements or loan agreements in connection with the
financing of any Project;
(p) to sell or lease any Project;
(q) to loan the proceeds of Revenue Bonds to
any entity to finance any Project; and
(r) to issue grant anticipation notes
pursuant to California Government Code Sections 53589 et ~· for the purpose of financing a Project or Joint
Facilities.

5.3 Such powers shall be exercised subject only to
such restrictions upon the manner of exercising such powers as are imposed upon Richmond in the exercise of similar powers.

5.4 The proceeds of the West County Agency Revenue
Bonds (West County Agency Resource Recovery Project) shall be used to finance the construction of a solid waste and
resource recovery facility. The use of said proceeds and the construction of said facility are to be administered by the Agency.

SECTION 6. Termination of Powers. The Agency
shall continue to exercise the powers herein conferred upon 11 040025-0057-098-1709d 06/14/84
1442
(
(
(
it until the Members shall have mutually rescinded the
Agreement, except that if any Revenue Bonds are issued and delivered then in no event shall the exercise of the powers herein granted be terminated until all Revenue Bonds so issued and delivered and the interest thereon shall have been paid or provision for such payment shall have been made.

SECTION 7. Boundaries. The boundary of the
Agency shall 'be the consolidated boundaries of the Members.

In the event of withdrawal from this agreement by a Member, the boundary shall be revised to exclude the area under jurisdiction of said Member .

SECTION 8. Organization.

8.1 West County Agency Board. The Agency shall be
governed by the West County Agency Board, which shall
exercise all powers and authority on behalf of the Agency, subject to the following limitation :
(i) The Report, supplements theret o, the
plans and specification for the State Project and the
West County Agency Resource Recovery Project refer red to in Section 5.4, the issuance of any Revenue Bonds and
the loan of proceeds thereof, the award of any contract for the acquisition or construction of any Joint
Facilities for said State Project or for the West County Agency Resource Recovery Project, the sale or lease of
said Project, and all other business except that in (ii) 12 040025-0057-098-1709d 06/14/84
1443
below, shall be subject to the approval of all directors of the Board.
(ii) All business affecting Sole-use
Facilities shall require only the affirmative vote(s) of the affected Member or Members.

8.2 Directors.
(i) The Board shall consist of two directors,
one from WCCSD and one from Richmond and RMSD, Upon
execution of this Agreement, WCCSD, singly, and, Richmond and RMSD, jointly, shall appoint one person to act as its
representative as a director of the Board and one person as an alternate director to serve in the case of absence or conflict of its director. Each director and alternate shall hold office from the first meeting of the Board after
appointment by the Member until hisjher successor is
selected. Each director and alternate shall serve at the pleasure of the Member hejshe represents and may be removed at any time, without cause, in the sole discretion of that member's governing body. Each director and alternate shall be an elective official of the governing body of the Member which he/she represents.
(ii) WCCSD shall be entitled to one vote
through its designated director or alternate; Richmond and RMSD, jointly shall ~e entitled to one vote through their designated director or alternate.
13 040025-0057-098-1709d 06/14/84
1444
(iii) Directors shall be entitled to receive
compensation as provided by law for directors of a sanitary district under the Sanitary District Act of 1923.

8.3 Principal Office. The principal office of the
Agency shall be established by the Board within the
boundaries of the Agency. The Board may change said
principal office upon giving at least fifteen days' notice to each Member, the Regional Water Quality Control Board and the State Water Resources Control Board.

8.4 Officers. The Agency shall have five
officers: Chairman, Vice Chairman, Manager, Treasurer, and Controller. The directors shall select from the Board a Chairman and Vice Chairman who shall hold office for a period of one year, commencing July 1 of each and every Fiscal Year; provided, however, the first Chairman and Vice Chairman appointed shall hold office from the date of appointment to the following June 30; provided further, that in the event that a Member removes from the Board a director serving as an officer, the Board shall appoint a director from the Board to fill the vacant office for the remainder of that Fiscal Year.

8.5 Chairman. The Chairman shall preside at the
meetings of the Board, call meetings to order, adjourn
meetings, announce the business and the order it is to be acted upon, recognize persons entitled to the floor, put to vote all questions moved and seconded, announce results of votes, maintain the rules of order, execute documents and 14 040025-0057-098-1709d 06/14/84
1445
official actions on behalf of the Board when duly approved, and carry out other duties set forth in the bylaws.

8.6 Vice Chairman. The Vice Chairman shall serve
as Chairman in the absence of the regularly elected Chairman.

8.7 Manager. The Board shall employ or contract
for the services of a Manager who shall be the chief
administrative officer of the Agency. He shall coordinate the business and operations of the Agency, prepare,
distribute, and maintain minutes of Board meetings and
official actions of the Agency, reply to communications on behalf of the Agency, approve payment of amounts duly
authorized by the Board, and carry out other duties that may be assigned to him by the Board. The Manager shall be
responsible for filing notices in accordance with Sections 6503.5 and 53051 of the California Government Code. The Manager may be a staff person of one of the Members. The Manager or his designated representative shall attend the Board meetings, report on administrative business, and take direction from the board.

8.8 Treasurer. The Treasurer of Contra Costa
County shall be Treasurer of the Agency, be the depository, and have custody of all the money of the Agency; except that the Treasurer of one of the Members, with said Member's consent, may be designated Treasurer of the Agency by
approval of the Board.

The Treasurer so designated shall:
15 040025-0057-098-1709d 06/14/84 1446
(i) Receive and receipt for all money of the
Agency and place it in the treasury of the Treasurer to the credit of the Agency.
(ii) Be responsible upon an official bond for the
safekeeping and disbursement of all Agency money.
(iii) Pay, when due, out of money of the Agency, all
sums payable on outstanding bonds and coupons of the
Agency.
(iv) Pay any other sums due from the Agency from
Agency money, only upon warrants of the public officer
performing the functions of Controller of the Agency.
(v) Verify and report in writing on the first day
of July, October, January and April of each year to the Agency, and to each of the Members, the amount of money held for the Agency, the amount of receipts since the
last report and the amount paid out since the last
report.
(vi) Invest all of the Agency's funds not currently
required in the manner provided by law and collect
interest thereon for account of the Agency.

8.9 Controller. The Agency shall designate a
Controller, which person shall be of the same public agency as the Treasurer. The Controller shall draw warrants to pay demands against the Agency when the demands have been duly approved by the Board or the Management Agency, as evidenced by the signatures of the Chairman of the Board or the
16 040025-0057-098-1709d 06/14/84
1447
presiding officer of the Management Agency and the Manager or as otherwise authorized by resolution of the Board, filed with the Treasurer.

There shall be strict accountability of all Agency
funds and report of all receipts and disbursements and
compliance with Article 1, Chapter 5, Division 7, Title 1 of the California Goverment Code (Sections 6500, et ~.). The Controller shall either make or arrange for a contract with a certified public accountant to make an annual audit of the accounts and records of the Agency. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code and shall conform to generally accepted auditing standards. The records and accounts of the Agency shall be audited annually, and a report thereof shall be filed as a public record with the Agency, each Member and the Contra Costa County Auditor not later than six months following the end of the fiscal year under examination. Any costs of the audit shall be borne by the Agency.

8.10 Access to Property. The Treasurer and Manager
are hereby designated as the persons who have charge of, handle and have access to the property of the Agency. Each such person shall file with the Agency an official bond in an amount to be fixed by the Board. Cost of said bond shall be paid by the Agency.
17 040025-0057-098-1709d 06/14/84
1448

8.11 .Officers, Employees and Agents. None of the
officers, agents or employees directly employed by the Agency shall by reason thereof become officers, agents or employees of any Member.

The Agency may contract with any Member for any
services. None of the persons whose services are supplied by a Member shall by reason thereof become an employee of the Agency.

The Agency may appoint or employ an officer,
employee or agent of a Member as its officer, employee or agent.

8.12 Project Manager. The Project Manager shall be
directly responsible to and take direction from the Manager, and shall render technical and management assistance to him.

The Project Manager shall report regularly on his activities to the Manager, and as requested to the Management Agency and Agency, on the progress, execution, status and projections of the State Project. The Project Manager shall have prime design responsibility for the State Project, but may
subcontract with engineers and other consultants, subject to the concurrence of the Management Agency, consistent with the rules and regulations of the State Water Resources Control Board and the special conditions for the State Project
implementation set forth hereinafter. He shall serve at the pleasure of the Management Agency.
18 040025-0057-098-1709d 06/14/84
1449
(
L
SECTION 9. Meetings of the Board.

9.1 Regular Meetings . The Board shall hold at.
least one regular meeting each year. The date upon which, and the hour and place at which, each such regular meeting · shall be he l d be fixed by resolution of the Board.

9.2 Special Meetings. Special meetings of the
Board may be called in accordance with the provisions of Section 54956 of the California Government Code .

9.3 Notice of Meetings . All meetings of the Board
shall be held subject to the provisions of the Ralph M. Brown Act, being Sec t ions 54950, et ~- of the Ca l ifornia
Government Code, and other applicable laws of the State of California requiring notice of meetings of public bodies.

9.4 Minutes . The Manager shall cause minutes of
all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each director and to each Member.

9.5 Quorum. Two of the directors of the Board
shall constitute a quorum for the transaction of business, except that less than a quorum may adjo u rn from time to time.

9.6 Bylaws. The Board may adopt from time to time
such bylaws, rules or regulations for the conduct of its affairs as may be required.

9.7 Budget. A general budget for a Joint
Operating Fund shall be adopted by the Board for the ensuing fiscal year prior to June 1 of each year . The budget shall . 19 040 025-0057-098-1709d 06/14/84
1450
include sufficient detail to constitute an operating
guideline, the necessary contributions to be made by each Member, and expenditures to be made for administration, maintenance and operating costs of the Joint Facilities. Any budget for authorized Sole-use Facilities or Projects shall be kept separately. Approval of the general budget shall constitute authority for the Manager to bill the Members for their contributions and expend funds for the purposes
outlined in the approved budget, but within the availability of funds on hand as determined by the Controller.

A State Project budget for a Joint Project
Construction Fund shall be adopted by the Board for the State Project prior to committing any construction funds and shall be amended annually or at each stage of the State Project as determined by the Board. Approval of the State Project
budget shall constitute authority for the Manager to receive state or federal grant funds, bill Members for their
contributions, and expend funds for construction after
appropriate award of contract by the Board and other project funds for services and expenses directly related to said State Project construction.

Budgets governing the construction of Sole-use
Facilities shall be adopted by the affected Member or Members and appropriate accounts shall be established aud designated as Richmond, WCCSD or RMSD (or any combination thereof) Construction Fund. Disbursement of such funds by the Agency 20 040025-0057-098-1709d 06/14/84
1451
shall be made only on written authorization of the finance officer of the affected Member(s). Receipts and
disbursements for Sole-use Facilities construction may also, pursuant to applicable regulations, be made directly by the affected Member or Members, in which case such budgets shall not be part of the budget of the Agency.

SECTION 10. Elections. For the purpose of
holding any election in the Agency, the Board may call and hold an election to submit propositions to the electors of the Agency in the same manner as the board of supervisors of a county may call and hold county elections, and the electors of the Agency shall have the right to petition for referendum on any ordinance enacted by the Board in the same manner and subject to the same rules as are set forth in Sections 3750 and 3754, inclusive, of the California Elections Code, except that all computations referred to in those sections and the officers of the county mentioned in those sections shall be construed to refer to comparable computations and officers of the Agency. For purposes of any such election or referendum petition, the electors residing within the boundaries of the Agency who would be qualified to vote for candidates for Governor at any general election shall be the electors of the Agency.

SECTION 11. Joint Operating Fund. A Joint
Operating Fund shall be established, which shall be used to pay all administrative, operating, engineering and other 21 040025-0057-098-1709d 06/14/84
1452
non-capital expe~ses incurred by the Agency in connection with the State Project. Each Member shall, within thirty days after approval by the Board, deposit into the Joint Operating Fund an amount obtained by applying to the sum approved the percentage applicable under Schedule B.

All moneys in the Joint Operating Fund shall be
paid out by the Treasurer for the purposes for which said fund was created upon authorization by the Chairman of the Board or the presiding officer of the management agency and approval by the Controller and Manager of demands for
payment, or as otherwise authorized by resolution of the Board, filed with the Treasurer.

SECTION 12. Manager; State Project
Implementation. WCCSD is hereby designated as the Management Agency to administer the affairs of this Agency and the State Project, subject to the direction of the Board. The Board may select another Member or may abolish the Management Agency at any time; and assume the duties and
responsibilities of the Management Agency.

The manager of WCCSD is hereby designated as the
Manager of the Agency, subject to the direction of the Board and within the delegation of duties, subject to the direction of the Management Agency. The Board may appoint another person as Manager at will.

Upon execution hereof, the Management Agency shall
select the Project Manager who shall serve under the
22 040025-0057-098-1709d 06/14/84
1453
direction of the Manager, with full primary design and
. coordination responsibility for the State Project, and right· of selection of subcontractor engineers and consultants, subject to concurrence of the Management Agency, consistent with the rules and regulations applied by the State Water Resources Control Board.

The Management Agency may select the design
engineer for Sole-use Facilities who is recommended by the affected Member or Members, and with regard to these
facilities the Project Manager shall not have design
responsibility but shall be responsible for the coordination thereof with the project. When the Management Agency, for a Sole-use Facility, agrees to the consultant so selected or recommended by a Member, such Member shall indemnify and hold harmless the Agency and Management Agency from all costs and expenses incident thereto including legal, and shall assume all risks and responsibility for design, financing,
construction, ownership and operation of their respective such facilities, and shall own and retain the apportionable by-products resulting therefrom. All design and construction contracts and plans and specifications for Sole-use
Facilities shall be subject to approval of the Management Agency for scope, scheduling and interfacing with design and construction of Joint Facilities, and provisions for
cooperation and reporting to the Project Manager.
23 040025-0057-098-l709d 06/14/84
1454
All Members have, by previous agreement, agreed to
proceed with pre-design services and preliminary design services for the State Project. Only by approval by the Board of the full design (Step II) may the Agency proceed with or assign to a Member the preparation of plans and specifications for said project. Only by the approval by the Board of said plans and specifications may the Agency call for construction bids for any portion of said project. Upon approval by the Board of the plans and specifications for the State Project, each Member agrees to take the necessary steps to obtain funds to bear its share of the cost of the
project. Upon certification from each Member of the
availability of its share of the cost of the State Project or the Agency's approval of a Member's request to issue Revenue Bonds for that Member's share of costs, the Agency may award construction contracts and proceed with the construction of the State Project. Funds required by the Agency for the project shall be payable by the Members on demand and shall be paid by each Member within thirty (30) days of billing.

The Agency's billing shall certify that the funds received pursuant to the billing will be needed for disbursement within a period of not exceeding six (6) months from date of billing.

All or any portions of the project may be acquired
or constructed by the Agency directly or by contract with a Member.
24 040025-0057-098-1709d 06/14/84
1455
SECTIO~ 13. Ownership of Joint Facilities. Each
Member shall own an undivided portion of the Joint Facilities used by it equal to the percentage of the capital cost of the Joint Facilities paid for by it as provided in Schedule A; provided, however, that in the event Revenue Bonds are issued by the Agency to pay any cost of the Joint Facilities to serve any Member, then such Member shall not own such
undivided portion of the Joint Facilities until the
retirement in full of any such Revenue Bonds.

SECTION 14. Capacity Rights. Preliminary maximum
capacity rights in the Joint Facilities for each Member are summarized as follows:

Outfall Pipeline Sludge Handling
WCCSD 19.35 m.g.d. 16.50 m.g.d.

Richmond & RMSD 74.40 m.g.d.

Total 93.75 m.g.d. 16.50 m.g.d.

Upon completion of infiltration/inflow and wet
weather flow analyses and alternatives required as a
condition of state and federal grants, the size of all Joint Facilities shall be modified to reflect actual capacity requirements. In the event the modified capacity
requirements result in a change in Capital Costs for any portion of the State Project, the distribution of Capital Costs determined in accordance with Schedule A shall be modified based on the estimated incremental increase or decrease in cost.
25 040025-0057-098-1709d 06/14/84
1456
The capacity of Joint Facilities for a Member shall
be approved by the Member through its director.

Should any Member exceed its flow allocations as
finally modified, upon notification by the Agency it shall take measures to reduce its flows within the allocated
capacity. If the Member is unable to make necessary
reduction in its flow, it may:
{a) Purchase capacity from any other Member which
has surplus or unused capacity, or
{b) At its expense, provide for modifications to
pumping and/or conveyance facilities or accommodate
additional flows, or
(c) Make arrangements with any other Member or
Members to utilize their capacity allocation for
short-term flows.

Prior to the effective date of any of the above three
actions, the Member shall give notice of such action to the Agency.

Should the Member fail to accommodate flows, the
Agency may take action under the appropriate provisions of this Agreement.

SECTION 15. Distribution of Capital Costs for the
State Project.
(a} Capital Costs for the State Project shall be
allocated to each Member in accordance with Schedule A
attached hereto and made a part hereof. Each Member may be 26 040025-0057-098-1709d 06/14/84
1457
required to advance its share of all capital outlay costs for the State Project to the Agency and the moneys so paid to the Agency shall be paid out by it in payment of project costs.

If any Member is unable to contribute its share of Capital Costs in cash for the Joint Facilities, the Agency, if
requested by that Member, may cause Revenue Bonds to be issued with revenue to be provided by lease of facilities to the Member requesting such issuance. Funds received from the Members and grant funds received from state and federal governments shall be deposited in a Joint Project
Construction Fund and applied to the State Project costs.

Funds remaining after final EPA audit of the State Project shall be returned to the Members in proportion to their contributions, except for proceeds from Revenue Bond sales which shall be transferred to the appropriate bond fund. (b) Notwithstanding the provisions of
paragraph (a) above, funds received by the Agency as grants from the United States of America or the State of California, or agencies thereof, may be applied to the payment of
principal of and interest on any grant anticipation notes issued by the Agency, and the Agency, in any resolution or other instrument authorizing or securing an issue of such notes, may pledge such grants to the payment of such issue of notes.

SECTION 16. Distribution of Operating Costs.

Operating costs for the State Project shall be allocated to 27 040025-0057-098-1709d 06/14/84
1458
each Member as set forth in Schedule B, attached hereto and hereby made a part of this Agreement.

At the points (or at an agreed upstream location)
at which effluent from the collection system or sewage
treatment facilities of one or more Members connect to the Joint Facilities, meters shall be installed to measure the discharge of sewage effluent (or sludge) from each such facility into the Joint Facilities. By the tenth day of each month, each Member shall report to the Manager its previous month's total metered effluent flow contribution to the Joint Facilities.

In any year in which portions of the Joint
Facilities are in operation but not all Members have
connected to the Joint Facilities, general and administrative costs shall be charged to each Member (including those not connected to the Joint Facilities) in accordance with
Schedule A. Routine maintenance and operation costs of the Joint Facilities shall be allocated in accordance with
Schedule B only to those Members connnected to the Joint Facilities.

SECTION 17. Payment of Operating Costs. Not
later than September 1 of each year, following the first year of service to a Member, the Agency shall notify each Member of its allocated share of the estimated operating costs for the prior fiscal year. Each Member hereby agrees to include in each annual budget approved by the governing body of such 28 040025-0057-098-1709d 06/14/84
1459
Member amounts estimated to be sufficient to pay all such charges and to pay to the Agency within thirty (30) days of receipt of a statement of the Member's allocated share of the actual operating costs for the billing period as determined by the Board. The Agency is hereby authorized to take any or all legal actions necessary and permitted by law to enforce the collection of such charges or any other compliance with this Agreement, including, but not limited to, actions or proceedings in mandamus to require each Member to include the amounts estimated to be necessary in each such estimated annual budget, or to collect such charges from the taxpayers, landowners or users of any of the facilities of the State Project.

SECTION 18. Records and Accounts. The Agency
shall cause to be kept accurate and correct books of account, showing in detail the costs and expenses of any construction and the maintenance, operation and administration of the Joint Facilities and all financial transactions of the
Members relating to the Joint Facilities, which books of account shall correctly show any receipts and also any costs, expenses or charges to be paid by all or any of the Members hereunder, and also records of the sewage flow from each of the Members, together with the strength of effluent delivered from each of the Members. Said books of account shall be open to inspection at all times by any representative of any 29 040025-0057-098-1709d 06/14/84
1460
of the Members, or by any accountant or other person
authorized by any Member to inspect said books of account.

In addition, if required by the resolution
authorizing the issuance of Revenue Bonds, the Agency shall maintain appropriate books, records, accounts and files relating to each project as required by said resolution which shall be open to the inspection of holders of Revenue Bonds to the extent and in the manner provided in said resolution.

SECTION 19. Income from Operation. Any treated
wastewater for reuse or other substance arising out of and apportionable to the operation of the State Project shall be the property of the Agency and may be sold by the Agency for the best obtainable prices. The income of any such sale shall be credited to the Members in proportion to the Capital Costs of facilities of Members devoted to the production of such by-products against the maintenance and operation costs charged to such Members.

It is recognized that by-products will also arise
out of .and be apportionable to Sole-use Facilities, and the proportion allocable thereto shall be the property of the Members owning such Sole-use Facilities. It is also
recognized that water reclamation and by-products may result from operations at the WCCSD plant, excluding Richmond, in which Richmond would not share; and that Richmond/WCCSD joint sludge operation may result in by-products.
30 040025-0057-098-1709d 06/14/84
1461
SECTION 20. Failure to Meet Discharge
Requirements. The Agency shall cause the combined effluent of all dischargers as well as the receiving water of the combined discharge to be monitored to determine whether or not federal and/or state discharge requirements are being met. In addition, the Agency shall cause the effluent of each discharger to be monitored. If the combined effluent of all dischargers at the point of ultimate discharge into the receiving water fails to meet discharge requirements, the Member or Members responsible for the violation shall be solely responsible for any fines levied or criminal sanctions imposed. In this regard, the Member or Members responsible for the violations shall hold harmless the Agency and the other non-violating Members from all liability andjor damages incurred by said Agency and/or Members as a direct and
proximate result of said violation, including, but not
limited to, legal, engineering and administrative expense and direct or indirect damages incurred by the Agency or the Member as a result of a cease and desist order or court injunction from any state or federal agency restricting construction within the jurisdictional limits of said Agency or Member. In the event two or more Members are responsible for failure of the combined effluent to meet discharge
requirements as above provided, the Members responsible for the violation shall be jointly and severally responsible to the Agency and to the other non-violating Members. Upon 31 040025-0057-098-1709d 06/14/84
1462
notification of such violation, the Member or Members shall take prompt, corrective action as necessary to meet said discharge requirements.

If any Member fails to take such action, the Agency
by unanimous vote of the Board (excluding those Members of the Board who are representatives of the Member or Members who are in violation of the discharge requirements) may elect to do either one or both of the following:
(a) Have undertaken at the cost and expense of the
violating Member or Members the construction of such
additional treatment facilities as are necessary to meet said discharge requirements.
(b) Impose a prohibition of additional connections
to the collection system of the Member or Members in
violation.

Nothing in this section shall preclude one or more
Members from providing additional levels of treatment to insure meeting waste discharge requirements in the combined effluent. In the event that one or more Members are
obligated to provide additional levels of treatment to meet waste discharge requirements for the combined effluent, all Members requiring the additional levels of treatment shall participate in the costs of such treatment based on their relative contribution of waste characteristics to be treated and the costs of providing such treatment.
32 040025-0057-098-1709d 06/14/84
1463
SECTION 21. Future Wastewater Projects. It is
understood that it may be in the interest of some or all of the Members of the Agency to acquire and construct additional wastewater management facilities. This Agreement is subject to modification for such purpose if all Members desire to do so.

SECTION 22. Contributions; Payments and Advances;
Use of Personnel, Eouipment or Property; Exchange of
Services. It is hereby agreed that:
(a) Contributions from a Member's treasury may be
made for the purpose set forth in this Agreement.
(b) Payments of public funds of a Member may be
made to defray the cost of such purpose.
(c) Each of the Members may mak~ advances of
public funds, to be repaid as set forth in this
Agreement.
(d) Subject to approval of the Board, personnel,
equipment or property may be used in lieu of other
contributions or advances.
(e) The Members may exchange services without
payment of any consideration other than such services;
or a Member may agree to provide all or any portion of
such services to another Member.
(f) The Board may provide for the repayment or
return to a Member of all or any part of any
contributions, payments or advances made by that Member. 33 040025-0057-098-1709d 06/14/84
1464
(
l
least one hearing and at least ten days before said hearing shall give each party to said controversy written notice thereof. The arbitration shall be restricted to matters relative to those stated in the agreement to arbitrate . Each party to said arbitration will be given an opportunity to be heard and to present evidence. Upon conclusion of the
hearing or hearings, the Board of Arbitrators shall state its findings of fact and conclusions of law and decision in writing and shall sign the same and deliver one signed copy thereof to each party to said controversy . Such award shall be final and binding upon each party t o such controversy. A majority finding shall govern if the arbitrators '
determination is not unanimous . Each participant shall pay his own expenses, includ i ng the expenses of the arbitrator which it nominates. The administrative costs of the
arbitration proceedings and the cost of the neutral
arbitrator shall be shared equally by all of the parties to said contro v ersy who have submitted said matter to said arbitration .

SECTION 24 . Withdrawal from Authority:

Disposition of Assets. This Agreement shall continue in full force and effect until such time as all Revenue Bonds issued by the Agency and the interest thereon shall hav e been paid in full or provision for such payment shall have been made, after which time this Agreement shall continue in full force and ·effect until terminated by mutual agreement. Upon
35 040025-0057-098-l709d 06/14/84
1465
(
termination of this Agreement, the assets of the Agency shall be divided amon~ the then parties to this Agreement in
accordance with agreements at time of acquisition, or in absence of agreement, in proportion to contributions .

A Member may not withdraw from the Agency unless
such Member has arrived at an agreement with the Agency or another Member, whereby the Agency or other Member acquires all of the rights in this Agreement and in said Agency of said Member desiring to terminate and likewise assumes all liability including bonded indebtedness of said Member
desiring to terminate this Agreement.

Each party to this Agreement waives its right to
seek a judicial partition of any interest it may have in the Agency andjor in any assets of the Agency, including real property, improvements to real property and personal property.

SECTION 25. Fl ow Limitations. It is possible
that the Environmental Protection Agency and/or the State Water Resources Control Board may impose an interim flow limitation on the entire jurisdiction of the Agency. The apportionment of such limitation among the Memb~rs , which shall be applicable for the first ten years of this Agreement or until the Air Quality Maintenance Plan is completed, whichever first occurs, shall be decided by the Board.

Thereafter, the capacity rights set forth in Section 14 shall limit each Member's flow, unless the A.Q.M.P . imposes a lesser flow upon each Member. Should the A. Q.M.P. impose a 36 040025-0057-098-1709d 06/14/8 4
1466
lesser flow on the entire jurisdiction of the Agency, the apportionment of-such limitation among the Members shall be decided by the Board.

SECTION 26. Amendments. This Agreement may be
amended only by an agreement approved and executed by all of the Members.

SECTION 27. Filing with the Secretary of State.

The Manager shall file with the Secretary of State notices in accordance with California Government Code Sections 6503.5 and 53051.

SECTION 28. Notices. All notices which any
Member or the Agency may wish to give in connection with this Agreement shall be in writing and shal~ be served by personal delivery during usual business hours at .the principal office of the Member or Agency, to an officer or p·erson apparently in charge of said office, or by depositing same in the United States mail, postage prepaid, and addressed to the Member or Agency at its principal office, or to such other address as the Agency or Member may designate from time to time by written notice given as in this paragraph provided. Service of notice pursuant to this paragraph shall be deemed complete on the day of service by personal delivery or deposit in the mail.

SECTION 29. Successors: Assignment. This
Agreement shall be binding upon and shall inure to the
benefit of the successors of the Members. In the event of 37 040025-0057-098-1709d 06/14/84
1467
the consolidation of some, but less than all, of the Members, this Agreement shall be binding upon and shall inure to the benefit of the remaining Members. No Member shall assign its rights hereunder except to a duly formed public entity
organized and existing under the laws of the State of
California.

SECTION 30. Severability. Should any part, term
or provision of this Agreement be decided by a final judgment of a court to be illegal, or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby.

SECTION 31. West Contra Costa County Wastewater
Management Agency. Upon execution hereof, West County Agency shall be the successor agency to the West Contra Costa County Wastewater Management Agency in all matters affecting the Members of the Agency. The West County Agency shall apply for and accordingly distribute to its Members, state and EPA Clean Water Grant funds which Members appropriately request or have requested payment for in accordance with EPA
Construction Grant C061154 01 0, as amended. It is
understood that the Members will furnish their appropriate local funds for their share as previously agreed to the Agency for all Step I work.

The West County Agency shall accept and assume the
liabilities and be entitled to all claims and credits
38 040025-0057-098-1709d 06/14/84
1468
attributable to the following Members only in the West Contra Costa County Wastewater Management Agency: City of Richmond and/or Richmond Municipal Sewer District; and WCCSD.

SECTION 32. Section Headings. All section
headings contained herein are for convenience or reference only and are not intended to define or limit the scope of any provision of this Agreement.

SECTION 33. Issuance of Revenue Bonds.

Notwithstanding any other provision contained in this
Agreement, before any Revenue Bonds are issued by the Agency, the governmental body of each member must, by resolution, approve of the issuance of said Revenue Bonds.
39 040025-0057-098-1709d 06/14/84 1469
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and attested by their respective officers, duly authorized to so act, on the dates set forth below.
____ J~u~n~e~·~zLl _______ , 1984
-----7f'L=='---_,_;-"-f_. 19 84
?I
Attest:
lk4r!.~
040025-0057-098-1709d

WEST CONTRA COSTA COUNTY

SANITARY DISTRICT
By;L~e, 2 -J£1$
' President
CITY
Mayor

R DISTRICT
40 06/14/84
1470

SCHEDULE A
l'iEJ'HODOLOGY FOR DISTRIBUTIOc~ OF C.C.?ITAL COSTS
The distribution of capit~l costs are defined in ter~s of the following project element costs:

Joint Use Facilities
A = T·otal cost of Tara Hills pump station modifications and all trans­ mission facilities necessary to convey wastes to the SPSD treatment plant from the Tara Hills pump station.

B = Total cost of plant additions at SPSD treatment facility not designated as sole use facilities.

C = Total cost of effluent pump station at SPSD treatment facility and transmission line from the SPSD treatment facility pump station to the outfall pump station in Richmond.

D = Total cost of outfall pump station in Richmond.

E = Total cost of outfall line from the outfall pump station to the discharge point in the bay.

Sole Use Facilities
F = Total cost of all pumping and transmission facilities necessary to convey Hercules' wastes to Tara Hills pump staion.

G = Total cost of the flow equalization basin and appurtenant structures at the SPSD treatment facility site.

H = Total cost of Richmond collection system improvements and treatment plant modifications.

I = Total cost of sludge pumping and transmission facilities from Richmond to SPSD treatment facility.

J = Total cost of sludge handling facilities at SPSD treatment plant site.

Distribution of capital costs for the project shall be made in accordance with the methodology set forth below, except that mernb.er shares of sub-schedule Al and sub-schedule A2 will be adjusted to reflect actual member grant eligibility credits when established. 1471
Sub-schedule Al
,,
Distribution of capital costs of elements A, B, C, D, E, G, H, I, ahd'J without participation by Hercules:

Project
Element
A
B
c
D
E
G
H
I
J
Percent
Richmond
-0-
-0-
-0-

83.68 80.42
-0-
100.00
100.00

89.10 of Element Cost
SPSD
100.00
100.00
100.00

16.32 19.58
100.00
-0-
-0-

10.90 Member credits for distribution of state and federal assistance to offset capital costs shall be in direct ratio of member grant eligibilities for flows as dEtermined by Board, the State of California Water Resources Control Board, and the U.S. Environmental Protection Agency.

Sub-schedule A2
Distribution of capital costs of A, B, C, D, E, F, G, H, I, and J with participation by Hercules:

Y = Total costs of A, B, C, D, E, F, G, H, I, and J with Hercules' participation.

Z = Total costs of A, B, C, D, E, G, H, I, and J developed under.sub-schedule Al above.

Hercules share of costs = Y minus Z
SPSD and Richmond costs will be exactly those as developed under sub-schedule Al above, and some of the elements under sub­ schedule A2 will have increased costs with participation of Hercules.

Member credits for distribution of state and federal assistance to offset capital costs shall be in direct ratio of member grant eligibilities for flmvs as determined by the Board, the State of California \'later Resources Control Board, and the U.S. Environmental Protection Agency.
1472
SCHE::JULE B
HBTHODOLO~ 'OR DISTRIBUTION OF OPEW- - COSTS
' Joint Use Facilities
' Distribution of total annual operating costs shall be made on the basis of each member's proportionate share of the total of all flow contributed to the joint facility element (as defined in Schedule A) in accordance with the following equation:

A a =
Qa
xA· t
Hhere:

A = Hember's total annual share of operating costs. a
= 11ember' s total
joint facility
annual contribution of effluent to the
element.
= Total of all contributions of effluent to the joint
facility element.

At = Total costs of all joint facility element annual operating costs to the Agency.

Sole Use Facilities
All annual operating costs for project elements F, G, H, and I (as defined in Schedule A) shall be the sole responsibility of the following:

Project Element
F
G
H
I
Responsible !"ember
Hercules
SPSD
Richmond
Richmond
For project element J (as
ing costs shall be distributed
s
defined in Schedule A) annual operat-
as follows:

A = a a
Where:

NOTE:

A = a
s = a
Each member's total share of operating costs.

Each member's total annual contribution of sludge to the Project element facilities.

S = Total of all contributions of sludge to the project t ~lement facilities.

A = Total of all annual operating costs for the project element t facilities.

Operating costs for joint facility element B (as defined in Schedule A) will be adjusted to reflect strength and character of wastewater as determined by Revenue Program Guidelines. 1473
(

STATEMENT OF OFFICER
I, Theodore R. Wooten, am President of West
Contra Costa Sanitary District. Under penalties of
perjury, I declare that I have examined this letter.

I have personal knowledge of the facts, and to the best of my knowledge and belief the facts represented in
support of the requested rulings are true, correct and
complete.

DATED: June 21, 1984
e;.fc;re R. Wooten
President
1474
..

AMENDMENT NO. 1 TO

JOINT EXERCISE OF POWERS AGREEMENT
OF 1B.E WEST COUNTY AGENCY

BY AND AMONG WEST CONTRA COSTA SANITARY DISTRICT
AND TilE CITY OF RICHMOND AND

RICHMOND MUNICIPAL SEWER DISTRICT
The parties to this Amendment No. 1 to the Joint Exercise of Powers Agreement do mutually agree and promise as follows:

1. Parties. The parties to this Amendment No. 1 to the Joint Exercise of Powers Agreement of the West County Agency, Contra Costa County, California, a joint exercise of powers agency (Agency) are:

City of Richmond
Richmond Municipal Sewer District
West Contra Costa Sanitary District

2. Purpose. This Amendment No. 1 is being entered into to amend the amended and restated Joint Exercise of Powers Agreement which was entered into by and among the West Contra Costa Sanitary District and the City of Richmond and the Richmond Municipal Sewer District on June 15, 1984. Said agreement shall hereinafter be referred to as' the "Original Agreement" and is incorporated herein by reference.

3. Original Agreement Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Agreement, and any amendments thereto, which are unaffected by this Amendment No. 1.

4. Amendment Provisions. This Amendment No. 1 is subject to the Amendment Provisions which are attached hereto as Exhibit 1 and which are incorporated herein by this reference. Said Amendment Provisions supersede any conflicting provisions of the Original Agreement or any amendment thereto.
3/12/SO:EbJ 1
1475
(
L
Exhibit 1 of Amendment No. 1 to
the Joint Exercise of Powers
Agreement of the West County
Agency

AMENDMENT PROVISIONS

1. Section 8.2 of the June 15, 1984, Joint Exercise of Powers Agreement of the West County Agency is hereby amended to increase the number of directors on the Agency Board. Section 8.2 of the Agreement is amended to read as follows:
"8.2 Directors.
(i) The Board shall consist of four directors, two. from WCCSD and two from Richmond and RMSD. WCCSD, singly, and Richmond and RMSD, jointly, shall respectively appoint two elected officials from their governing bodies to act as their representatives on the Board and one elected official as alternate director to serve in the case of absence or conflict of either of the appointed directors. Each director and alternate shall hold office from the first meeting of the Board after appointment by the Member until his/he r successor is selected. Each director and alternate shall serve at the pleasure of the governing body of the Member until his/her successor is selected. Each director and alternate shall serve at the pleasure of the Member he/she represents and may be remo ved at any time , without cause, in the sole discretion of that Member's governing body. Each director and alternate shall be an elective official of the governing body of the Member which he/she represents .
(ii) WCCSD shall be entitled to two votes through its designat ed directors, or alternate; Richmond and RMSD, jointl y, shall be entitled to two votes through their designated directors or alternate.
(iii) Directors shall be entitled to receive compensation as provided by Ia w for directors of a sanitary district under the Sanitary District Act of 1923."

2. Section 9.5 of the June 15, 1984 Joint Exercise of Powers Agreement of the West County Agency is hereby amended to reflect the increase in the number of directors on the Agency Board. Section 9.5 of the Agreement is amended to read as follows:
"9.5 Quorum. Three of the directors of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time."
312$}: EJ:JJ
1476
•,

5. Signatures. The signatures attached hereto as Exhibit 2 and incorporated herein by this reference attest the parties' agreement to the provisions of this Amendment No. 1 to the Joint Exercise of Powers Agreement.
2 1477
Exhibit 2 of Amendment No. 1 to
the Joint Exercise of Powers
Agreement of the West County
Agency
Executed on _ __J_!Jp"F-'-"/2'"''dL'L/__,J""""'_,'------• 1990, at -------"{(.l.o..L'I ~~:Lm'-'-Oio!.!iJ"-J'-"----• California. .Attest:
~?&,&~
City Clerk
Approved as to form:

City Attorney
3/li90:EJ:u
. CITY OF RICHMOND,
a municipal corporation
-
1478
, 1990, at Executed on tJ;zr; / ~
----"-/2""-'---t 'cfun~L.L.L-'o"-"iJ'---'-d""--------• California.

Approved as to form:
)if!Q/g
District Counsel
312!90:E1:u

RICHMOND MUNICIPAL SEWER

DISTRICT
-
1479
Executed on ________ ..:.M:.::a.:_rc::.:h.:___::2_::_0"'--, ___ , 1990, at __________ ___:_:R:=i::.:ch:.:.:m:::oc::n=d-~ California.

Approved as to form:

WEST CONTRA COSTA SANITARY

DISTRICT
·~4¥$~&%k )lfo.:f4 President / -~
v
By dt.d!A-Mv ~ __//)de~ ftc~/
Title Acting Secretary
1480
AMENDMENT NO. 2 TO

JOINT EXERCISE OF POWERS AGREEMENT

OF THE WEST COUNTY AGENCY

BY AND AMONG WEST CONTRA COSTA SANITARY DISTRICT

AND THE CITY OF RICHMOND AND

RICHMOND MUNICIPAL SEWER DISTRICT
The parties to this Amendment No. 2 to the Joint Exercise of Powers Agreement do mutually agree and promise as follows:

1. Parties. The parties to this Amendment No. 2 to the Joint Exercise of Powers Agreement of the West County Agency, Contra Costa County, California, a joint exercise of powers agency (Agency) are:

2. City of Richmond
Richmond Municipal Sewer District
West Contra Costa Sanitary District
Purpose. This Amendment No. 2 is being entered into to
amend the amended and restated Joint Exercise of Powers Agreement which was entered into by and among the West Contra Costa Sanitary District and the City of Richmond· and the Richmond Municipal Sewer District on June 15, 1984, and subsequently amended by Amendment No. 1 on April 2, 1990. Said agreement shall hereinafter be referred to as the "Original Agreement" and is incorporated herein by reference.

3. Original Agreement Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Agreement, and any amendments thereto, which are unaffected by this Amendment No. 2.

4. Amendment Provisions. This Amendment No. 2 is subject to the Amendment Provisions attached hereto as E·xhibit 1 and which are incorporated herein by this reference. Said Amendment Provisions supersede any conflicting provisions of the Original Agreement or any amendment thereto.
1481

5. Signatures. These signatures attest the parties 1 agreement to the provisions of this Amendment No. 2 to the Joint Exercise of Powers Agreement:

Executed on ___________________ , 1992, at --------------------' California.

Attest:

City Clerk
Approved as to form:

City Attorney

CITY OF RICHMOND
a municipal corporation
By -----------------------------­Mayor
Executed on ---------------------' 1992, at ___________________ , California.

By :------------­
Title
Approved as to form:

District Counsel

RICHMOND MUNICIPAL SEWER DISTRICT
By
Title
Executed on _____________________ , 1992, at ___________________ , California.

By
Title
Approved as to form:

District Counsel

WEST CONTRA COSTA SANITARY DISTRICT
By
Tit~l_e __________________________ __
2 1482
Exhibit 1 of Amendment No. 2 to
the Joint Exercise of Powers
Agreement of the West County Agency