Richmond City Council
February 27, 2024

PLEASE NOTE: HYBRID MEETING FORMAT

AGENDA(s):
- SPECIAL MEETING OF THE SURPLUS PROPERTY AUTHORITY
- REGULAR MEETING OF THE RICHMOND CITY COUNCIL

Tuesday, February 27, 2024, 4:30 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:

Eduardo Martinez, Mayor at Large
Melvin Willis, Councilmember District 1
Cesar Zepeda, Councilmember District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Gayle McLaughlin, Councilmember District 5
Claudia Jimenez, Vice Mayor, District 6

THE RICHMOND CITY COUNCIL MEMBERS ARE ALSO COMMISSIONERS OF THE SURPLUS

PROPERTY AUTHORITY

NOTICE: MASKS ARE STRONGLY ENCOURAGED!!

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http://www.ci.richmond.ca.us/4157/City-ofRichmond-Council-Meetings

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HOW TO WATCH THE MEETING FROM HOME:

KCRT – Comcast Channel 28 or AT&T Uverse Channel 991.

Livestream online at http://www.ci.richmond.ca.us/3178/KCRT-Live2.

HOW TO SUBMIT PUBLIC COMMENTS:

In Person: Anyone who desires to address the City Council on items appearing on the agenda, including Open Forum, must complete and file a pink speaker’s card with the City Clerk prior to the City Council’s consideration of the item. Once the City Clerk has announced the item, no person shall be permitted to speak on the item other than those persons who have submitted their names to the City Clerk. Each speaker will be allowed up to TWO (2) MINUTES to address the City Council on NON-PUBLIC HEARING items listed on the agenda. Speakers are allowed up to THREE (3) minutes on PUBLIC HEARING items.

Via Zoom: Anyone who desires to address the City Council on items appearing on the agenda, including Open Forum, must raise their hand once public comment is open. The public speakers attending in person will be called first, followed by Zoom participants. Only those public speakers that have their hand raised once the speakers are called will be recognized.

Open Session and City Council: Please click the link below to join the webinar:
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Passcode: ccmeeting

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To comment by phone: you will be prompted to “Raise Your Hand” by pressing “*9” to request to speak when Public Comment is asked for. When called upon, you will be asked to unmuted by pressing *6. After the allotted time, you will then be re-muted. Instructions of how to raise your hand by phone are available at:

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2 https://support.zoom.us/hc/en-us/articles/201362663 -Joining-a-meeting-by-phone. **

**The mayor will announce the agenda item number and open public comment when appropriate.

Via mail: received by 1:00 p.m. the day of the meeting, sent to 450 Civic Center Plaza, 3rd Floor, Office of the Clerk, Richmond, CA 94804.

Via eComments: eComments are available once an agenda is published. Locate the meeting in "upcoming meetings" and click the comment bubble icon. Click on the item you wish to comment on. eComments can be submitted when the agenda is published and until the conclusion of public comments for the agenda item. Email your comment to [email protected] should you have difficulty submitting an eComment during a meeting.

Via email: to [email protected] by 1:00 p.m. the day of the meeting.

Emails MUST contain in the subject line 1) public comments – Open Session prior to Closed Session; 2) public comments – Open Forum; or 3) public comments agenda item #__ [include the agenda item number].

Properly labeled public comments will be considered a public record, put into the official meeting record, available after the meeting as supplemental materials, and will be posted as an attachment to the meeting minutes when the minutes are posted: http://www.ci.richmond.ca.us/Archive.aspx?AMID=31

The City cannot guarantee that its network and/or the site will be uninterrupted. To ensure that the City Council receives your comments, you are strongly encouraged to submit your comments in writing in advance of the meeting.

Procedures for Removing Items from the Consent Calendar: Members of the public who request to remove an item from the consent calendar must first discuss the item with a staff member by phone or a back-and- forth email discussion, and state the name of the staff member when requesting removal of the item from the consent calendar (by 2 p.m. the day of the meeting).

Any member of the City Council who would like to remove an item from the consent calendar must notify the appropriate staff person and the City Clerk’s Office prior to the meeting. Although members of the City Council are encouraged to ask questions and share concerns with staff ahead of the meeting, they are not required to do so.

The Clerk’s Office must be informed of any requests to remove items from the Consent Calendar. Items removed from the Consent Calendar shall be placed at the end of the agenda for consideration.

CONDUCT AT MEETINGS: Richmond City Council meetings are limited public forums during which the City strives to provide an open, safe atmosphere and promote robust public debate. Members of the public, however, must comply with state law, as well as the City’s laws and procedures and may not actually disrupt the orderly conduct of these meetings. The public, for example, may not shout or use amplifying devices, must submit comment cards and speak during their allotted time, may not create a physical disturbance, may not speak on matters unrelated to issues within the jurisdiction of the City Council or the agenda item at hand, and may not cause immediate threats to public safety.

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3 Click here for City Harassment Policy

Accessibility for Individuals with Disabilities: Upon request, the City will provide for written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services and sign language interpreters, to enable individuals with disabilities to participate in and provide comments at/related to public meetings. Please submit a request, including your name, phone number and/or email address, and a description of the modification, accommodation, auxiliary aid, service or alternative format requested at least two days before the meeting. Requests should be emailed to [email protected] or submitted by phone at 510-620-6513, ext. 9, or 510-620-6509.

Requests made by mail to City Clerk’s Office, City Council meeting, 450 Civic Center Plaza, Richmond, CA 94804 must be received at least two days before the meeting. Requests will be granted whenever possible and resolved in favor of accessibility.

Unless otherwise noted in an agenda description, all actions taken by the Council include a determination that CEQA does not apply (i.e., the action is not a project and therefore exempt from CEQA).

Disclaimer: The City Clerk's Office translates agendas to enhance public access. Translated agendas are provided as a courtesy and do not constitute legal notice of the meeting or items to be discussed. In case of discrepancy, the English agenda will prevail.

Pages
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4 A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 4:30 p.m.

B. ROLL CALL
C. CLOSED SESSION - SURPLUS PROPERTY AUTHORITY/RICHMOND CITY

COUNCIL

SURPLUS PROPERTY AUTHORITY
C.1 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (Significant exposure to litigation pursuant to paragraph (2) or (3) of Subdivision (d) [as applicable] of Government Code Section 54956.9) One case•

CITY COUNCIL
C.2 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) Winehaven v. City of Richmond•
Guidiville Rancheria of California, et al. v. United States of America, et al.
•
North Coast Rivers Alliance et al./Point Molate Alliance et al. v. City of Richmond
•
C.3 PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Government Code Section 54957)
Title: City Clerk•
Title: City Attorney•
C.4 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (Significant exposure to litigation pursuant to paragraph (2) or (3) of Subdivision (d) [as applicable] of Government Code Section 54956.9) One case•
C.5 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
One case •
D. PUBLIC COMMENT BEFORE CLOSED SESSION (Limited to items on the Surplus Property Authority Closed Session or City Council Closed Session agenda only.

Identify the item number you are speaking on.)
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5 E. ADJOURN TO JOINT CLOSED SESSION
________________________________________________________ CC Mtg. 2-27-24
6 F. SPECIAL MEETING OF THE SURPLUS PROPERTY AUTHORITY
6:15 p.m.

G. PLEDGE OF ALLEGIANCE
H. ROLL CALL
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. PUBLIC COMMENT
L. JOINT SURPLUS PROPERTY AUTHORITY/RICHMOND CITY COUNCIL CONSENT

CALENDAR
L.1 Basin 1 Lease 12
APPROVE a Lease Agreement between the Surplus Property Authority for the City of Richmond and The Dutra Group, a California Corporation, in the amount of $150,000 annually, to terminate on May 31, 2027, with two (2) five-year extension options to potentially extend the lease through January 31, 2037 – Port of Richmond (Charles Gerard 510-620-6792).

L.2 Ratification of SPA leases at PPMT 81
ADOPT a resolution ratifying and approving lease agreements of certain property owned by the Surplus Property Authority that were previously approved by the City Council of the City of Richmond - City Attorney's Office (Dave Aleshire 510-620-6509).

M. ADJOURNMENT
_______________________________________________________ CC Mtg. 2-27-24
7 N. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 p.m.

O. ROLL CALL
P. STATEMENT OF CONFLICT OF INTEREST
Q. AGENDA REVIEW
R. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING

CLOSED SESSION
S. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) T. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember)(public comments allowed under Open Forum)
U. OPEN FORUM FOR PUBLIC COMMENT
(public comment on items that remain on the Consent Calendar or items not on the agenda - limited to 2 minutes unless otherwise specified - Back and forth dialogue with the Council is prohibited)
V. CITY COUNCIL CONSENT CALENDAR
(All items placed under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted upon together with a motion and second, without discussion, of any member of the City Council, and each item shall be deemed to have received the action recommended.)
V.1 City Council
V.1.a Traffic Calming Program 92
DIRECT the Public Works Director and staff to present on the 18 approved Traffic Calming Projects at the March 5, 2024, City Council Meeting. The presentation must include for each project: the project’s current phase and anticipated timeline for project completion – Vice Mayor Claudia Jimenez (510-620-6565) and Councilmember Gayle McLaughlin (510-620-6636).

V.2 Community Development
V.2.a Amendment No. 1 with Housing Consortium of the East Bay (HCEB) 94 APPROVE Contract Amendment No. 1 with Housing Consortium of the East Bay (HCEB) to increase the contract by $172,000 to add two additional case managers and two housing navigators to support former Castro Encampment residents, for a total not-to-exceed contract amount of $451,890, for a term through June 30, 2024, to be funded using the City’s Encampment Resolution Funding Round 1 – Community Development Department (Lina Velasco/Jesus Morales 510-620-6649).

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8 V.3 Human Resources
V.3.a Salary Schedule Amendment 155
ADOPT a resolution amending the salary schedule to add the Water Resource Division Manager effective February 27, 2024, and allocate wages, salaries, and benefits costs as required, and amending the salary range for the City Manager effective October 1, 2023, and January 1, 2024 – Human Resources Department (Nickie Mastay/ Sharrone Taylor 510-620-6602).

V.3.b Resolution Approving a Side Letter to the Memorandum of Understanding with International Association of Firefighters Local 188 Bargaining Unit (Local 188)
160
ADOPT a resolution approving a side letter to the Memorandum of Understanding between the City of Richmond and the International Association of Firefighters Local 188 Bargaining Unit, regarding eligibility for overtime assignments – Human Resources Department (Interim Fire Chief Michael Smith/Nickie Mastay/Sharrone Taylor 510- 620-6602).

V.4 Mayor's Office
V.4.a Library Commission 168
APPOINT Evelyn J. Santos to an unexpired term in the Library Commission, unexpired term ends on July 1, 2024 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.4.b Proclamation Recognizing March 2024 as Red Cross Month in Richmond
171
PROCLAMATION declaring March 2024 as Red Cross Month in the City of Richmond – Mayor’s Office (Mayor Eduardo Martinez 510- 620-6503).

V.5 Police Department
V.5.a Crime Report from Police Chief 174
RECEIVE a written crime report from the Police Chief - Police Department (Chief Bisa French 510-621-1802).

V.5.b One Year Extension of Piggybacked Enterprise Holdings Incorporated Agreement
179
AUTHORIZE the Richmond Police Department to utilize its first, of two, one-year extensions with the State of California rental vehicle program to continue securing unmarked police vehicles with Enterprise Holdings Incorporated, extending the agreement from July 1, 2024, to June 30, 2025; and APPROVE additional funding in an amount not to exceed $180,000, in accordance with the State of California’s Department of General Services Standard Agreement — Police Department (Chief Bisa French 510-621-1802).

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9 V.5.c Sole-Source Contract with Napa-Solano SANE/SART for Sexual Assault Investigations.
317
APPROVE a sole-source contract with Napa-Solano SANE/SART, in an amount not to exceed $48,000, to have their Sexual Assault Nurse Examiners (SANE) complete Sexual Assault Response Team
(SART) kits, for the term March 1, 2024, through February 28, 2027 – Police Department (Chief Bisa French 510-621-1802).

V.6 Public Works
V.6.a Second Contract Amendment with Fehr & Peers for On-Call Design Services
347
APPROVE a second contract amendment with Fehr & Peers in the amount of $450,000, for a new total not-to-exceed amount of $900,000, to continue providing on-call professional design services for a variety of capital projects – Public Works Department (Daniel Chavarria 510-620-5478/Josef Munoz 510-620-6671).

W. BUDGET SESSION
W.1 Mid-Year Report on Fiscal Year (FY) 2023-24 Operating and Capital Improvement Budgets
401
RECEIVE the Fiscal Year 2023-24 Mid-Year budget presentation and report for the period of July 1, 2023, through December 31, 2023; and PROVIDE direction to staff – Finance Department (Andrea Miller 510-620-6790/Mubeen Qader 510-412-2077).

X. STUDY AND ACTION SESSION
X.1 BAAQMD Rule 6-5 Agreement with Chevron Richmond 491 RECEIVE a presentation from the Bay Area Air Quality Management District (BAAQMD), explaining the recent settlement of Regulation 6 Rule 5 – Mayor Eduardo Martinez (510-620-6503) and Vice Mayor Claudia Jimenez (510-620- 6565).

X.2 Richmond Clean Energy and Healthy Homes Campaign of 2024 – A Neighborhood Decarbonization Program Presentation
503
RECEIVE a presentation from the Alliance of Californians for Community Empowerment (ACCE) on their Richmond Clean Energy and Healthy Homes Campaign of 2024; and DIRECT staff 1) to consult with PG&E on an appropriate low-income neighborhood as a pilot project to transition that neighborhood off the gas system by providing free electrical appliances and 2) to contract with an Inflation Reduction Act (IRA) Coordinator to make sure the City accesses and manages as much federal and state funding as possible to help our community cut carbon emissions and transition to clean energy – Councilmember McLaughlin (510-620-6636), Vice Mayor Jimenez (510-620- 6565) and Mayor Martinez (510-620-6503).

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10 X.3 Ordinance Creating New Business Activity Classification, Class P – Wholesale, and the Corresponding Rates
508
INTRODUCE an ordinance (first reading) amending Chapter 7.04.103 of the Richmond Municipal Code by creating a new Business Activity Classification, Class P – Wholesale, and the corresponding rates – Finance Department (Nickie Mastay/Andrea Miller/Mubeen Qader/Antonio Banuelos 510-620-6741).

Y. ADJOURNMENT
________________________
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11

February 27, 2024

Economic Development
Port Division

DATE: February 27, 2024
TO: Mayor Martinez as the President of the Board of the Richmond Surplus Property Authority (SPA) and SPA
Board Members
FROM:

Nannette Beacham, Director of Economic Development
Charles Gerard, Port Director
Lizeht Zepeda, Senior Business Assistance Officer
Subject:

Basin 1 Lease
FINANCIAL IMPACT: This action authorizes the receipt of annual lease revenue, in the amount of $150,000, which may be
added to the Port of Richmond FY 24-29 budgets
(Account String 40162780-362801). The lease will
include an annual rent increase by Consumer Price Index (CPI) of two to four percent.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Staff is seeking approval of a lease with The Dutra
Group, a California Corporation for Basin 1 at Point
Potrero Marine Terminal.

RECOMMENDED ACTION:

APPROVE a Lease Agreement between the Surplus
Property Authority for the City of Richmond and The
Dutra Group, a California Corporation, in the amount of $150,000 annually, to terminate on May 31, 2027, with
two (2) five-year extension options to potentially extend the lease through January 31, 2037 – Port of Richmond
(Charles Gerard 510-620-6792).

AGENDA
REPORT
12

February 27, 2024
DISCUSSION:

The Dutra Group has been a tenant in good standing with the Port of Richmond since 2017. The tenant currently occupies Basin/slip 2 and an office with parking at Point Potrero Marine Terminal (PPMT), formally known as Shipyard 3. The City solicited a Request for Proposals (RFP) for the Lease of Basin 1 on July 20, 2023, with a proposal deadline of August 21, 2023. Dutra was the only respondent.

Basin No. 1 and No. 2 are shown in the diagram below. Dutra currently occupies Basin 2 and a workshop structure across the street as outlined in red. This new lease will expand Dutra’s leased property to include the basin, structure, and parking outlined in green.

Key items for the lease agreement are as follows:

 The lease commences as soon as possible. The lease is to expire on May 31, 2027, to align with existing lease term of Basin 2, with two (2) five-year options which would potentially extend the lease to May 31, 2037.  Dutra proposed a lease fee of $11,000, which was subsequently increased to $12,500 after further discussion and verbal agreement with the Port. 13

February 27, 2024
 The lease will include an annual rent increase by Consumer Price Index (CPI) of two to four percent.

DOCUMENTS ATTACHED:

Attachment 1 – RFP for Basin #1
Attachment 2 – Richmond Basin #1 New Lease Pricing 2.3.2023 Attachment 3 – Graving Dock 1 RFP Response
Attachment 4 – The Dutra Group Richmond Proposal
Attachment 5 – PORT – Dutra lease
14 Lease of Graving Basin Number 1

PORT OF RICHMOND

REQUEST FOR PROPOSALS (RFP)

LEASE OF BASIN 1

AT THE POINT POTRERO MARINE TERMINAL

Release Date: July 20, 2023

Proposal Deadline: by 5:00 PM August 21, 2023

15 Lease of Graving Basin Number 1

REQUEST FOR PROPOSALS (RFP)
LEASE OF GRAVING BASIN NUMBER 1 AT THE POINT POTRERO MARINE TERMINAL

1. INTRODUCTION

1.1 GENERAL

The Port of Richmond seeks interested parties to lease Graving Basin Number 1 , as shown in Figure 1 , located at Shipyard Number 3 within the Point Potrero Marine Terminal (PPMT). The graving basins are listed on the National Register of Historic Places and located within the Rosie the Riveter World War II Home Front National Historical Park.

Figure 1 – Basin Number 1 Lease Area

Shipyard Number 3 was one (1) of the four (4) shipyards developed in Richmond by Henry J Kaiser between 1941 and 1942. Employing thousands, the shipyards constructed more than 747 vessels during World War II. Immediately following the war, the Kaiser Corp oration converted Shipyard Number 3 to a ship repair facility. However, market demand was not strong enough for these services. Another plan to dismantle vessels at the facility was not feasible and Kaiser abandoned the shipyards in August 1946. 16 Lease of Graving Basin Number 1

The Port of Richmond, as a department of the City of Richmond, operates and maintains Shipyard Number 3, including all five (5) basins and associated buildings on behalf of the Surplus Property Authority of the City of Richmond. The Port has been successful in r ehabilitating portions of Shipyard Number 3 including utility infrastructure, parking enhancements, revitalization of the Riggers Loft, and integration of the Bay Trail. However, the basins, including Graving Basin 1, have stayed relatively the same since World War II.

The previous tenant vacated Graving Basin 1 at the end of February 2023. The Port has conducted an economic analysis of the mark et rate monthly rent for the site , with a recommended range of $16,000 to $17,000 a month with the CPI minimum of four percent (4%).

1.2 SITE VISIT

A preview of the site will be held on August 11, 2023, at 11:00 AM on the north side of the Graving Basin of the PPMT. Attendance at this site visit is not a mandatory requirement to submit a proposal.

1.3 QUESTIONS

All questions shall be submitted to the City’s online bidding system no later than 2:00 p.m., Wednesday, August 2, 2023.

1.4 PROPOSAL DUE DATE

Electronic Proposals shall be submitted via the City’s secure onl ine management submission portal . All required sections of the proposal must be submitted via the website. Responder is solely responsible for “on time” submission of their electronic proposal. The Bid Management System w ill not accept late proposals and no exceptions shall be made. Responders will receive an e-confirmation number with a time stamp from the Online Management System indicating that their proposal was submitted successfully. The City will only receive those proposals that were transmitted successfully no later than 5:00 p.m., Monday, August 21, 2023. The City reserves the right to reject any and all proposals.

2.0 SELECTION PROCESS

Port and City staff will review and rank all responsive proposals received based on a total possible score of 100 points. The selection criteria includes:

1. The overall experience of the team as evidenced of management of maritime facilities - 25 points;

2. Adherence to the parameters contained in this RFP specifically related to zoning, historic preservation, maintenance, and site renovation - 25 points;

3. Financial capability (six months of recent banking statements from a credited institution) -25 points; and

4. The highest overall value to the Port (i.e., job creation, focus on local hire, site repairs, etc. ) – 25 points.

17 Lease of Graving Basin Number 1

2.1 SCHEDULE OF EVENTS

The anticipated schedule for leasing of Graving Basin 1 includes:

Event Date
RFP Releases by Port July 20, 2023
Site Visit August 11, 2023 (at 11:00 am)
Written Question (via Email) Deadline August 2, 2023
Proposal Due to the Port of Richmond August 21, 2023 (at 5:00 pm) Tenant Selected September 2023

3.0 BASIN CONDITIONS

3.1 BASIN SPECIFICATIONS

The specifications of the lease area include the following:
• Approximately 591 feet long and 100 feet wide
• The lease area is approximately 88,000 square feet. About 20,000 square feet of this area is land at the north side of the basin.
• The approximate depth of the basin floor below mean lower low (MLL) water ranges from 10 to 16 feet.
• The lease area includes the galley way below the ground level. • The lease area includes ½ of the dock between basins 1 and 2.

3.2 EXISTING BASIN CONDITION

The existing basin has been used for vessel storage. Res ponders should note that the existing facility has received minimal maintenance since construction in the 1940’s. Potential responders to this request for proposal shall further note the following:

1. There is fire and potable water service available at the basin. The tenant will be responsible for installing meters and related infrastructure to complete the connection.

2. There is 480/277 voltage three phase electrical service available. The tenant will be responsible for installing meters and related infrastructure to complete the connection.

3. There may be debris at the bottom of the basin. The leasee is responsible for evaluating conditions at the basin.

3.3 ZONING

The Point Potrero Marine Terminal is zoned Industrial, Water-Related (IW). For more information regarding allowed uses at the property, please review the City’s Zoning Ordinance, which can be found on the Planning Division’s tab at the City’s website. In addition, modifications to the basin are subject to the requirements of the Bay Conservation and Development Commission (BCDC).

18 Lease of Graving Basin Number 1

3.4 HISTORIC PRESERVATION

Graving Basin 1 is subject to the Historic Preservation requirements of the City of Richmond. All proposed modifications to the basin, its infrastructure, and the process to obtain approval shall be consistent with the City of Richmond’s Historic Structures Code defined in Chapter 6.06 of the Richmond Municipal Code .

4.0 LEASE PROPOSAL

The Port seeks a tenant who will occupy the basin, generating market rate revenue for the Port. Should the tenant seek to make improvements at the basin, please include those in your proposal. After receiving City Council approval , t he tenant will enter into a Lease with the City in a form substantially similar to that attached as Exhibit A.

As necessary, the tenant shall procure all applicable permits and pay fees required by federal, state, local governmental authorities, including the City of Richmond, Bay Area Air Quality Management District , San Francisco Bay Conservation and Development Commission, and State Office of Historic Preservation.

5.0 PROPOSAL REQUIREMENTS

5.1 GENERAL

The tenant shall provide a letter and proposal describing the following:

• Legal name of the tenant
• Description of the intended use
• Financial documentation (six months of recent banking statements from a credited institution)

5.3 PROPOSAL INFORMATION

All responses to the RFP become the property of the Port. Once a final award is made, all RFP responses, except financial and proprietary information, become a matter of public record and shall be regarded by the Port as public records. The Port shall not in any way be liable or responsible for the use and disclosure of any such records or portions thereof if the disclosure is made pursuant to a request under the Public Records Act.

6.0 LAWS AND ORDINANCES

The successful t enant will be required to obtain all necessary permits from all applicable regulatory and permitting agencies.

6.1 INSURANCE REQUIREMENTS

The successful tenant shall provide and maintain the insurance coverage as specified in Exhibit B for the respective term of the lease.

Insurance certificates an d endorsements shall be reviewed and approved by the City’s Risk Management .

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

19 Lease of Graving Basin Number 1
Upon notification of receipt by the City of a Notice of Cancellation, major change in coverage or expiration, the successful te nant shall file with the City a certified copy of the required new renewal policy and certificates for such policies.

failure to maintain the required insurance will be sufficient cause for City to terminate the lease.

7.0 TERMS AND CONDITIONS

a. The Port reserves the sole right to evaluate each proposal and to accept any or all proposals received because of the RFP process.
b. The Port reserves the unqualified right to reject any or all proposals, modify, suspend, or terminate at its sole discretion any and all aspec ts of the RFP and/or RFP process, to obtain further information from any and all proposing teams and to waive any defects as to form or content of the RFP or any responses by any teams.
c. The RFP does not commit the Port to enter into a lease agreement. d. No submittal shall be withdrawn for a period of thirty (30) days subsequent to the opening of proposals without the written consent of the Port.
e. Any interpretation, correction or change of the proposal documents will be made by addendum. Interpretations, corrections and changes of the proposal documents made in any other manner will not be binding, and proposer shall not rely upon such interpretations, corrections and changes. The Port's Representative will not be responsible for oral clarification.
f. The Port shall have no liability to any of the proposers or the selected team for any costs and expenses incurred in connection with the preparation and/or submittal of their responses to this RFP.

8.0 EXHIBITS

The following Exhibits are either appended hereto.

Exhibit A Sample Lease Agreement
Exhibit B Insurance Requirements
20 •LEASE•

BASIC LEASE INFORMATION
Date of Lease: ___________ ___, 2019
Landlord: Surplus Property Authority of the City of Richmond, a public body corporate and politic [IF PREMISES IS LOCATED AT PPMT] City of Richmond, a municipal corporation and charter city [IF PREMISES IS NOT LOCATED AT PPMT] Landlord's Address: 1322 Canal Boulevard
Richmond, CA 94804
Attn: Port Executive Director
Tenant:

Tenant's Address:

Premises:

Commencement
Date:
___________ ___, 2019
Rent
Commencement
Date:
___________ ___, 2019
Expiration Date: ___________ ____, 2019
Base Rent: $______ per month
Permitted Use:

Exhibit A - Sample Lease Agreement
21 Lease Agreement 2
THIS LEASE is entered into as of _______ ___, 2019 between Landlord and Tenant.

Article 1.

Premises

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

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

1.03 Condition Precedent . Prior to Tenant’s use of the Premises for the Permitted Use , Tenant shall perform any and all alterations, additions and improvements in or to the Premises r equired by the City of Richmond and/or any other governmental a uthorities to make the Premises compliant in all respect with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) related t o the use, condition or occupancy of the Premises now in effect or that may hereafter come into effect including, but not limited to the Americans with Disabilities Act, 42 U.S.C. §§ 1201 et seq . (the “ Improvements”). The Improvements shall include __________, all in a manner consistent with the Secretary of the Interior’s Standards for the Treatment of Historic Properties, and all as further set forth in the Scope of Work attached as Exhibit B.

Consent to such Improvements is conditioned upon: (i) Tenan t's acquiring all applicable permits required by governmental authorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant’s compliance with the conditions of all applicable permits and approvals in a prompt and expeditious manner. The Improvements shall be constructed diligently, in a good and workmanlike manner with new, good and sufficient materials and by no later than the date set forth for each work item in the “ Schedule” attached as Exhibit C . Once the I mprovements have been completed, Tenant shall notify Landlord promptly indicating that the condition precedent set forth in this Section 1.03 has been satisfied.

1.04 Parking License. Landlord hereby licenses to Tenant and Tenant hereby licenses from Landlord the parking area shown with shading on Exhibit A (the “ Parking Facilities ”), which shall be available throughout the Term for nonexclusive, shared parking (“ Parking”) to Tenant. Tenant acknowledges and agrees that the Parking Facilities shall at all times be open and available free of charge to the public and Tenant’s patrons for Parking and public access. Subject to Section 3.02, Tenant shall be permitted to ad d signage that reflects Tenant’s right to use the Parking Facilities for Parking consistent with this Section 1.04. [USE ONLY IF PARKING IS APPLICABLE]

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

Article 2.

Term, Use and Rent

2.01. Term.
22 Lease Agreement 3
(a) The Term shall commence upon the Commencement Date and shall continue in full force for the Term. Tenant's obligation to pay Rent shall commence on the Rent Commencement Date and its other obligations under this Lease shall commence upon the Commencement Date. The Term shall terminate upon the Expiration Date, unless sooner terminated or extended pursuant to the terms of this Lease.
(b) Tenant shall have the right to extend the Term of this Lease for _____ (__) additional (__) (___) year periods commencing when the prior term expires upon prior written notice (“Tenant’s Election Notice”) to Landlord given not later than one hundred and eighty (180) days prior to the ex piration of the Term; provided, however, Landlord shall not be obligated to extend this Lease if the Port of Richmond has provided written notice of its election to use and occupy the Premises to Tenant’s exclusion (“ Port’s Use Notice ”), which notice shall be given at least sixty (60) days prior to the expiration of Term.

Alternatively, the Port in its sole discretion may limit Tenant’s right to extend this Lease on a month -to- month basis , which determination shall be stated in the Port’s Use Notice. Shoul d the Port so limit Tenant’s right to extend this Lease, Tenant shall be obligated to provide Landlord with Tenant’s Election Notice not later than five (5) business days prior to the expiration of the then current lease term. During each extended term, the provisions of this Lease, as it may be amended in writing prior to the date of the commencement of such extended term, shall continue in effect except that Tenant shall occupy the Premises in its then AS IS condition and shall pay Base Rent as provided in Section 2.01(c) .

Notwithstanding the foregoing, Tenant shall n ot be permitted to extend the term of this L ease beyond ___________.
(c) Base Rent for the extension option period shall be cal culated as follows: during the extension option period, effe ctive as of the first day of the extension option, the Base Rent shall be increased (the “ CPI Increase ”) to equal the sum of (i) the Base Rent for the Lease Year immediately preceding the extension option, plus (ii) the product obtained by multiplying such amount by the percentage increase in the Consumer Price Index measured from the measuring month which is two months preceding the commencement of such extension option to the measuring month fourteen months preceding the commencement of the extension opti on in question; provided, however, that in no event shall the annual CPI Increase be less than four percent (4%) nor more than six percent (6%) of Base Rent for the immediately preceding Lease Year. As used herein, the term “Consumer Price Index” (“Consumer Price Index ”) shall mean the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumers, All Items, San Francisco -Oakland-San Jose, California (1982-84 equals 100), or the successor of such index. Tenant sh all continue paying the current Base Rent until the increased Base Rent has been calculated. Upon such calculation, Landlord shall give notice to Tenant of the amount of the new Base Rent which shall be due and payable effective as of the commencement of the extension option and Tenant shall, upon the giving of such notice, pay Landlord any shortage in Base Rent accruing between the commencement of the extension option and the date of the notice.

(d) Upon the occurrence of the Expiration Date or any earl ier termination of this Lease, Landlord and Tenant shall each be released and discharged from any claims or liabilities thereafter arising; provided, however, that nothing herein shall be deemed to release or discharge either party from those obligations t hat expressly survive the termination of this Lease, including those claims made by a third party for which Landlord has a claim of defense and indemnity against Tenant.

2.02. Permitted Use.
(a) Tenant shall use the Premises solely for the Permitted Use and for no other use or purpose, except as permitted by Landlord pursuant to Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion.
(b) The Premises shall be operated and maintained in an efficient, business -like and first class manner.
23 Lease Agreement 4
(c) Tenant shall be permitted to use any fixtures, equipment and signs currently at the Premises that are the property of Landlord; provided that it shall be Tenant's responsibility to maintain and repair such fixtures, equipment and signs.
(d) Tenant sh all not engage in activities (including, without limitation, spray painting, sandblasting, blowing of stacks, funnels or exhaust pipes, or other releases of particulate matter) on land or at sea within the jurisdiction of the Port of Richmond that creates a significant risk of injury or damage to the premises or property owned or possessed by any tenant or its customers or which otherwise may materially interfere with the tenant’s or customer’s operations in the Port of Richmond. Tenant shall conduct its operations in such a manner that it does not create a significant risk of injury or damage to the auto processing facility operated by Auto Warehousing Co. (AWC) at the Pt. Potrero Marine Terminal (Auto Processing Facility) or adversely impact AWC’s or AWC’ s customers’ use of the Auto Processing Facility or its operations. This Section 2.02(d) is intended to benefit (and may be enforced by) AWC and AWC’s customers.

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

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

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

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

2.06. Payment of Certain Taxes by Tenant. Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises, which taxes shall be paid when 24 Lease Agreement 5
due and before any delinquency. If any such taxes are levied against La ndlord or Landlord’s property and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal property and trade fixtures placed by Tenant in the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.

Article 3.

Landlord's Covenants

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

Landlord shall not be liable for damages to either person or property, nor shall Landlord be deemed to have evicted Tenant, nor shall there be any abatement of Rent, nor shall Tenant be relieved from performance of any covenant on its part to be performed under this Lease by reason of any (i) deficiency in the provision of electricity , gas or water; (ii) breakdown of equipment or machinery utilized in supplying services; or (iii) curtailment or cessation of services due to causes or circumstances beyond the reasonable control of Landlord or by the making of necessary repairs or improvements, unless such deficiency, breakdown, curtailment or cessation is due to the sole active negligence or willful misconduct of Landlord.

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

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

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

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

Article 4.

Tenant's Covenants

4.01. Payments by Tenant . Tenant shall pay Base Rent at the times and in the manner provided in this Lease. All obligations of Tenant hereunder to make payments to Landl ord shall constitute rent and failure to pay the same when due shall give rise to the rights and remedies provided for in Section 6.07(b). If there is more than one Tenant, the obligations imposed under this Lease upon Tenant shall be joint and several.
25 Lease Agreement 6

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

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

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

4.05. Alterations, Additions and Improvements.
(a) Other than the Improvements, Tenant shall not make or allow to be made any alterations or additions in or to the Premises without first obtaining the written consent of Landlord. Landlord's consent will not be unreasonably withheld or delayed with respect to p roposed alterations and additions that: (i) comply with all applicable laws, ordinances, rules and regulations; (ii) will not interfere with the Port of Richmond future us e of the Premises; and (iii) will not trigger any additional costs to Landlord (other than those for which Tenant is obligated to reimburse Landlord pursuant to the terms of this Lease).
(b) Any consent given by Landlord under this Section 4.05 shall be deemed conditioned upon: (i) Tenant's acquiring all applicable permits required by govern mental authorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with copies of the approved plans and specifications, prior to commencement of the work thereon; and (iii) Tenant’s compliance with the conditions of all applicable permits and approvals in a prompt and expeditious manner. (c) Tenant shall provide Landlord with not less than ten (10) days prior written notice of commencement of the work so as to enable Landlord to post and record appropriate notices of non - responsibility. All alterations and additions permitted hereunder shall be made and performed by Tenant without cost or expense to Landlord. Tenant shall pay the contractors and suppliers all amounts due to them when due and keep the Premises free from any and all mecha nics', materialmen's and other liens and claims arising out of any work performed, materials furnished or obligations incurred by or for Tenant. (d) Any and all alterations, additions or improvements made to the Premises by Tenant shall become the property of Landlord upon installation and shall be surrendered to Landlord without compensation to Tenant upon the termination of this Lease by lapse of time or otherwise unless Landlord conditioned its approval of such alterations, additions or improvements on Tenan t's agreement to remove them, in which case Tenant shall, by the Expiration Date, remove such alterations, additions and improvements, repair any damage resulting from such removal and restore the Premises to their condition existing prior to the date of i nstallation of such alterations, additions and improvements. Notwithstanding anything to the contrary set forth above, this clause shall not apply to movable equipment , personal property or furniture owned by Tenant. Tenant shall repair at its sole cost and expense all damage caused to the Premises by removal of Tenant's movable equipment , personal property or furniture and such other alterations, additions and improvements as Tenant shall be required or allowed by Landlord to remove from the Premises. Nothing herein shall be construed to require Tenant to remove any structures that are located in the Premises as of the Commencement Date. 26 Lease Agreement 7
(e) All alterations, additions and improvements permitted under this Section 4.05 shall be constructed diligently, in a go od and workmanlike manner with new, good and sufficient materials and in compliance with all applicable laws, ordinances, rules and regulations including, without limitation, building codes and those related to accessibility and use by individuals with disabilities.

4.06. Compliance With Laws and Insurance Standards . Tenant shall not occupy or use, or permit any portion of the Premises to be occupied or used in a manner that violates any applicable law, ordinance, rule, regulation, order, permit, covenant, easem ent or restriction of record, or for any business or purpose that is productive of fire hazard. Tenant shall not do or permit anything to be done that would result in the cancellation, or in any way increase the cost, of the all risk property insurance co verage on the Premises and/or its contents. If Tenant does or permits anything to be done that increases the cost of any insurance covering or affecting the Premises paid for by Landlord, then Tenant shall reimb urse Landlord, upon demand, as a dditional rent, for such additional costs. Landlord shall deliver to Tenant a written statement setting forth the amount of any such insurance cost increase and showing in reasonable detail the manner in which it has been computed. Tenant shall, at Tenant's sole cos t and expense, comply with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) related to the use, condition or occupancy of the Premises now in effect o r that may hereafter come into effect including, but not limited to, (a) accessibility and use by individuals with disabilities, (b) environmental conditions in, on or about the Premises, and c) Chapters 2.28 (Nondiscrimination Clauses in City Contracts Or dinance), 2.50 (Business Opportunity Ordinance) 2.56 (Local Employment Program Ordinance), 2.60 (Living Wage Ordinance) and

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

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

4.08. Compliance With Use Permits. Tenant shall use and occupy the Premises , and control its agents, employees, contractors, invitees and visitors, in such manner so as to comply at all times with all applicable laws, ordinances, rules and regulations, and use p ermits, including any conditional use permits and design review permits governing Tenant’s use of the Premises. This Section 4.0 8 and Section 4.06 are deemed complementary and should be interpreted together.

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

4.10. Estoppel Certificate . Within ten (10) business days following Landlord's request, Tenant shall execute, acknowledge and deliver written estoppel certificates addressed to (i) any mortgagee or prospective mortgagee of Landlord, or (ii) any purchaser o r prospective purchaser of all or any portion of, or interest in, the Premises, on a form reasonably specified by Landlord, certifying as to such facts (if true) and agreeing to such notice provisions and other matters as such mortgagee(s) or purchaser(s) may reasonably require, including, without limitation, the following: (a) that this Lease is 27 Lease Agreement 8
unmodified and in full force and effect (or in full force and effect as modified, and stating the modifications); (b) the amount of and date to which Rent and oth er charges have been paid in advance; and (c) acknowledging that Landlord is not in default under this Lease (or, if Landlord is claimed to be in default, stating the nature of the alleged default). However, in no event shall any such estoppel certificate require an amendment of the provisions of this Lease or otherwise affect or abridge Tenant's rights or increase Tenant’s obligations hereunder. Any such estoppel certificate may be relied upon by any such mortgagee or purchaser. Failure by Tenant to execute and deliver any such estoppel certificate within the time requested shall, at Landlord's election, constitute a default hereunder.

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

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

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

For purposes of this Section 4.12, a reasonable time shall in no event be less than thirty (30) days after receipt by Landlord of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30) -day period and thereafter diligently pursued to completion. Tenant shall not have the right to terminate this Lease or withhold, reduce or offset any amount against any payments of Rent due and payable under this Lease by reason of a breach of this Lease by Landlord.

Article 5.

Environmental Matters

5.01. Hazardous Materials Prohibited.
(a) Tenant shall not cause or permit any Hazardous Material (as defined in Section 5.01(b) below) to be brought, kept, used, generated, released or dispos ed in, on, under or about the Premises by Tenant, its agents, employees, contractors or invitees; provided, however, that Tenant may use, store and dis pose of, in accordance with applicable Laws, limited quantities of standard office and janitorial supplies, but only to the extent reasonably necessary for Tenant's operations in the Premises and provided that Tenant remains liable for the release or disposal of any such materials and supplies at or on the Premises that occurs during the Term hereof. Tenant hereby indemnifies Landlord from and against any breach by Tenant of the obligations stated in the preceding sentence, and hereby agrees to defend and hold Landlord harmless from and against any and all claims, liability, losses, damages, costs and/or expenses (including, without limitation, diminution in value of the Premises, or any portion thereof, and sums paid in settlement of claims, fines, penalties, attorneys' fees, consultants' fees and experts' fees) that arise during or after the Term as a result of such breach. This indemnification of Landlord by Tenant 28 Lease Agreement 9
includes, without limitation, death of or injury to person, damage to any property or the environment and costs incurred in connection with any investigation of site conditions or any cleanup, re medial, removal, or restoration work required by any federal, state or local governmental agency or political subdivision , including the City of Richmond, because of any Hazardous Material present in, on, under or about the Premises (including soil and gro und water contamination) that results from such a breach. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant shal l promptly take all actions at its sole expense as are necessary to return the same to the condition existing prior to the introduction of such Hazardous Material; provided that Landlord's approval of such actions, and the contractors to be used by Tenant in connection therewith, shall first be obtained. This indemnification of Landlord by Tenant shall survive the expiration or sooner termination of this Lease. Notwithstanding the foregoing, in no event shall Tenant be liable for any Hazardous Materials l ocated on the Premises as of the Commencement Date or any Hazardous Materials placed on the Premises by a party other than Tenant or Tenant’s agents, contractors or employees.
(b) As used in this Lease, the term " Hazardous Material " means any hazardous or toxi c substance, material or waste that is or becomes regulated by any local governmental authority, the State of California or the United States government. The term " Hazardous Material " includes, without limitation, any substance, material or waste that is (i) defined as a "hazardous waste" or similar term under the laws of the jurisdiction where the Premises is located; (ii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (iii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource, Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (iv) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Res ponse, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (v) hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof; or (vi) asbestos in any form or condition. (c) As used in this Article 5, t he term " Laws" means any applicable federal, state or local laws, ordinances, rules or regulations relating to any Hazardous Material affecting the Premises, including, without limitation, the specific laws, ordinances and regulations referred to in Section 5.01(b) above. References to specific Laws shall also be references to any amendments thereto and to any applicable successor Laws.

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

These measures shall pertain to the extent related to Tenant’s use and occupancy of the Premises, and shall include, but not be limited to, taking all steps reasonably necessary in:
(1) Preventing fuel spills and leaks and reducing the impact to storm water by not topping off fuel tanks; using secondary containment when transferring fu el from tanker trucks to fuel tanks; using absorbent material on small spills and for general cleaning rather than hosing; carrying out all federal, state, regional and local requirements regarding underground storage tanks or installing above ground tanks ; fueling mobile equipment at designated fueling areas; and designing fueling areas to prevent the run -on of storm water and the run -off of spills. “Secondary containment” means a back -up system that prevents the spread of pollutants should any spill, leak or otherwise escape. (2) Preventing the discharge of pollutants to storm water from vehicle, boat and equipment maintenance and repair by containing waste oil under cover with absorbent material under each container; keeping drip pans or container unde r the areas that might drip pollutants; using a vehicle maintenance area designed to prevent storm water pollution; cleaning storm drain inlets regularly, especially after large storms; not pouring materials down storm drains; dry sweeping instead of hosin g down work areas; storing idle equipment under cover, switching to non -toxic chemicals for maintenance 29 Lease Agreement 10
when possible; cleaning small spills with rags and larger spills with absorbent materials; and minimizing the use of solvents.
(3) Preventing the disc harge of pollutants to storm water from outdoor equipment and operations by reducing the amount of waste created; enclosing or covering all or some of the equipment; and installing secondary containment.
(4) Preventing the discharge of pollutants to storm water from vehicle and equipment washing and steam cleaning by maintaining designated wash areas, preferably covered, to prevent contact with storm water; and not permitting any wash water to enter the storm drains. (5) Preventing the discharge of poll utants to storm water from outdoor loading/unloading of materials by parking tank trucks or delivery vehicles so that spills or leaks can be contained; covering the loading and unloading docks to reduce exposure of materials to rain; and using drip pans under hoses.
(6) Preventing the discharge of pollutants to storm water from outdoor storage areas by installing appropriate safeguards against accidental release; installing secondary containment where reasonably required; conducting regular inspections.
(7) Protecting materials from rainfall run -on, run -off and wind dispersal by storing materials indoors; complying with specific federal, state, regional and local standards regarding storage of Hazardous Material; enclosing or covering materials; period ically sweeping parking lots or other surfaces near bulk material storage areas to remove debris blown or washed from storage areas; and installing pellet traps at storm water discharge points where plastic pellets are loaded and unloaded. (8) Preventing the discharge of pollutants to storm water from waste handling and disposal by tracking waste generation, storage, and disposal; reducing waste generation and disposal through source reductions, reuse and recycling; preventing run -on and run -off from wast e management areas; and covering dumpsters and garbage cans during the rainy season. (9) Preventing the discharge of pollutants to storm water from contaminated or erodible surface areas by leaving as much vegetation on -site as reasonably possible; mini mizing soil exposure; stabilizing exposed soils; and preventing storm water run-on and run-off. (10) Preventing the discharge of pollutants to storm water from buildings and grounds maintenance by washing and cleaning up with as little water as reasonabl y possible; preventing and cleaning up spills immediately; and keeping debris from entering the storm drains. (11) Preventing the discharge of pollutants to storm water from building repair, remodeling, and construction by using appropriate containment a nd erosion controls; and enclosing or covering building material storage areas.
(12) Preventing the discharge of pollutants to storm water and receiving waters from over water activities by minimizing over water maintenance; limiting over water hull surf ace maintenance to sanding and minor painting; not spray painting vessels while they are on the water; avoid washing down boats with soap and detergent; using phosphate -free and biodegradable detergent for hull washing; keeping organic and inorganic wastes out of the water; and cleaning up spills and wastes immediately. “Over water activities” refers to activities undertaken by Tenant on the waters of San Francisco Bay or waters flowing into San Francisco Bay.
(13) Preventing the discharge of pollutants to storm water by using ground cloths when painting boats on land; using tarps, plastic sheeting, or other material to contain spray paint and blasting sand; properly disposing of surface paint chips, used blasting sand, residual paints, and other material; and sweeping any drydocks before flooding them. 30 Lease Agreement 11

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

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

Article 6.

Insurance, Indemnity, Condemnation, Damage and Default

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

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

6.03. Indemnity and Exoneration.
(a) Except to the extent caused by the sole a ctive negligence or willful misconduct of Landlord, Landlord and Landlord's representatives shall not be liable for any loss, injury or damage to person or property of Tenant, Tenant's agents, employees, contractors, invitees or any other person, whether c aused by theft, fire, act of God, acts of the public enemy, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority or that may arise through repair, alteration or maintenance of any part of the Premises or fail ure to make any such repair or from any other cause whatsoever except as expressly otherwise provided in Sections 6.05 and 6.06. (1) Except to the extent caused by the sole active negligence or willful misconduct of Landlord, its agents, contractors or employe es, Tenant shall indemnify, protect, defend and hold the Landlord and its representatives, harmless of and from any and all claims, liability, costs, penalties, fines, damages, injury, judgments, forfeiture, losses (including without limitation diminution in the value of the Premises) or expenses (including without limitation attorneys' fees, consultant fees, testing and investigation fees, expert fees and court costs) arising out of or in any way related to or resulting directly or indirectly from (i) the use or occupancy of the Premises, (ii) the activities of Tenant, its agents, employees, contractors or invitees in or about the Premises, (iii) any failure to comply with any applicable law, and (iv) any default or breach by Tenant in the performance of an y obligation of Tenant under this Lease.
(b) Tenant shall indemnify, protect, defend and hold the Landlord and its representatives, harmless of and from any and all claims, liability, costs, penalties, fines, damages, injury, judgments, forfeiture, losses (in cluding without limitation diminution in the value of the Premises) or expenses (including without limitation attorneys' fees, consultant fees, testing and investigation fees, expert fees and court costs) arising out of or in any way related to or resultin g directly or indirectly from work or labor 31 Lease Agreement 12
performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises. (c) The provisions of this Section 6.0 3 shall survive the expiration or sooner termination of this Lease.

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

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

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

6.07. Default by Tenant.
(a) Events Of Default . The occurrence of any of the following shall constitute an event of default on the part of Tenant:
(1) Nonpayment Of Rent . Failure to pay any installment of Rent due and payable hereunder where such failure continues for a period of five (5) bu siness days after written notice thereof to Tenant;
(2) Other Obligations . Failure to perform any obligation, agreement or covenant under this Lease other than those matters specified in Sections 6.07(a)(1), such failure continuing for a period of thirty (30) days after written notice of such failure (or such longer period as is reasonably necessary to remedy such default, provided that Tenant commences the remedy within such thirty (30) - day period and continuously and diligently pursues such remedy until such default is cured); (3) General Assignment. Any general arrangement or assignment by Tenant for the benefit of creditors;
(4) Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition against Tenant, which involuntary petition remains undischarged for a period of ninety (90) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such tr ustee or Tenant shall, within such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Landlord such adequate assurance s as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease;
(5) Receivership. The appointment of a trustee or receiver to take possession of all or substantially all of Tenant's assets or the Premises when p ossession is not restored to Tenant within ten (10) business days;
32 Lease Agreement 13
(6) Attachment. The attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) business days after the levy thereof; (7) Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due; the filing by Tenant of a petition seeking any reorganization, arrangement, com position, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation; the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding; or, if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, l aw or regulation, such proceeding shall not have been dismissed.
(b) Remedies Upon Default.
(1) Termination. If an event of default occurs, Landlord shall have the right, with or without notice or demand, immediately (after expiration of any applicable notice and grace periods specified herein) to terminate this Lease, and at any time thereafter to recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the same, by any lawful means, and again rep ossess and enjoy the Premises without prejudice to any of the remedies that Landlord may have under this Lease, or at law or in equity by reason of Tenant's default or of such termination.
(2) Continuation After Default. Even though Tenant has breached this L ease and/or abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant's right to possession under Section 6.07(b)(1) hereof in writing, and Landlord may enforce all of its rights and remedies under this L ease, including (but without limitation) the right to recover Rent as it becomes due, and Landlord, without terminating this Lease, may exercise all of the rights and remedies of a landlord under Section 1951.4 of the Civil Code of the State of California or any amended or successor code section. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon application of Landlord to protect Landlord's interest under this Lease shall not constitute an election to terminate Tenant's right to possession. If Landlord elects to relet the Premises for the account of Tenant, the rent received by Landlord from such reletting shall be applied as follows: first, to the payment of any indebtedness other than Rent due hereu nder from Tenant to Landlord; second, to the payment of any costs of such reletting; third, to the payment of Rent due and unpaid hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes due. If tha t portion of rent received from the reletting that is applied against the Rent due hereunder is less than the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly upon demand by Landlord. Such deficiency shall be calculated and pai d monthly. Tenant shall also pay to Landlord, as soon as determined, reasonable costs and expenses incurred by Landlord in connection with such reletting or in making alterations and repairs to the Premises that are not covered by the rent received from the reletting.
(c) Damages Upon Termination . Should Landlord terminate this Lease pursuant to the provisions of Section 6.0 7(b)(1) hereof, Landlord shall have all the rights and remedies of a landlord provided by Section 1951.2 of the Civil Code of the State o f California or any amended or successor code section. Upon such termination, in addition to any other rights and remedies to which Landlord may be entitled under applicable law, Landlord shall be entitled to recover from Tenant: (i) the worth at the tim e of award of the unpaid rent and other amounts that had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent that would have been earned after termination until the time of award exceeds the am ount of such rent loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rent loss that Tenant p roves could be reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or that, in the ordinary course of things, would be likel y to result therefrom. The "worth at the time of award" of the amounts referred to in clauses (i) and (ii) shall be computed with interest at the lesser of eighteen percent 33 Lease Agreement 14
(18%) per annum or the maximum rate then allowed by law. The "worth at the time o f award" of the amount referred to in clause (iii) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%). (d) Late Charge . If any payment required to be ma de by Tenant under this Lease is not received by Landlord on or before the date the same is due, Tenant shall pay to Landlord an amount equal to five percent (5%) of the delinquency as additional rent . The parties agree that Landlord would incur costs not contemplated by this Lease by virtue of such delinquencies, including without limitation administrative, collection, processing and accounting expenses, the amount of which would be extremely difficult to compute, and the amount stated herein represents a reasonable estimate thereof. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's breach or default with respect to such delinquency, or prevent Landlord from exercising any of Landlord's other rights and remedies.
(e) Interest on Past-Due Obligations. Except as expressly otherwise provided in this Lease, any Rent due Landlord hereunder, other than late charges, that is not received by Landlord on the date on which it was due, shall bear interest from the day after it was due at the maximum rate then allowed by law, in addition to the late charge provided for in Section 6.0 6(d). Such amounts shall be deemed additional rent hereunder.
(f) Landlord's Right to Perform. Notwithstanding anything to the contrary set forth elsew here in this Lease, in the event Tenant fails to perform any affirmative duty or obligation of Tenant under this Lease, then within five (5) business days after written notice to Tenant (and without notice in case of an emergency) Landlord may (but shall n ot be obligated to) perform such duty or obligation on Tenant's behalf, including, without limitation, the obtaining of insurance policies or governmental licenses, permits or approvals. Tenant shall reimburse Landlord upon demand for the reasonable costs and expenses of any such performance (including penalties, interest and attorneys' fees incurred in connection therewith).

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

Article 7.

Miscellaneous Matters

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

If Landlord so uses or applies all or any portion of the Deposit, then within ten (10) days after demand therefor Tenant shall deposit cash with Landlord in an amount sufficient to restor e the Deposit to the full amount thereof, and Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep the Deposit separate from its general accounts. If Tenant performs all of Tenant’s obligations under this Lease, the Deposit, or so much thereof as has not theretofore been applied by Landlord, shall be returned, without payment of interest for its use, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest under this Leas e) at the expiration of the term hereof, and after Tenant has vacated the Premises. No trust relationship is created herein between Landlord and Tenant with respect to the Deposit. Tenant waives the provisions of California Civil Code Section 1950.7, and all other present and future laws which restrict the amount or types of claim that a landlord may make 34 Lease Agreement 15
upon a security deposit or imposes upon a landlord or a successor any obligation with respect to the handling or return of security deposits.

7.02. No Brokers. Tenant and Landlord each represents and warrants to the other that they have not had any dealings with any agents, brokers, finders or other similar parties in connection with the negotiation of this Lease and the consummation of the transaction contemp lated hereby. Each of Tenant and Landlord hereby agrees to indemnify, defend and hold the other free and harmless from and against liability for compensation or charges that may be claimed by any agent, broker, finder or other similar party by reason of any dealings with or actions in connection with the negotiation of this Lease and the consummation of this transaction, including any costs, expenses and attorneys' fees incurred with respect thereto.

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

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

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

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

7.07. Attorneys' Fees. In the event either party places the enforcement of this Lease, or any part of it, or the collection of any Rent due, or to become due, hereunder, or recovery of the possession of the Premises, in the hands of an attorney, or files suit upon the same, the prevailing party shall recover its reasonable attorneys' fees, costs and expenses, including those that may be incurred on appeal. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not suit is filed or any suit that may be filed is pursued to decision or judgment. The term "prevailing party" shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whethe r by judgment or the abandonment by the other party of its claim or defense; provided however, the parties may agree to compromise or settlement in writing, which compromise or settlement may include a provision that each party is to bear their own attorneys’ fees and costs. The attorneys' fee award shall not 35 Lease Agreement 16
be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.

7.08. Termination; Merger . No act or conduct of Landlord, including, without limitation, the acceptance of keys to the Premises, if any, shall constitute an acceptance of the surrender of the Premises by Tenant before the scheduled Expiration Date. Only a written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish a termination of this Lease.

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

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

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

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

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

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

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

7.14. Lead Warning Statement. Tenant acknowledges that Landlord has advised Tenant that soils within the Premises may contain lead -based paints (“ LBP”). Lead from paint, paint chips and dust can pose health hazards if not managed properly. Tenant may at its sole cost and expense, have a sta te- certified LBP Inspector complete a LBP inspection and abatement and, if Tenant completes such 36 Lease Agreement 17
inspection, shall provide an abatement certification to Landlord. Landlord has no specific knowledge of the presence of LBP in or about the Premises.

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

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

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

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

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

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

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

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

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

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

37 Lease Agreement 18

ATTEST:

Clerk

Reviewed by:

_______________
City Attorney

LANDLORD: Surplus Property Authority of the City of Richmond, a public body corporate and politic [OR CITY OF
RICHMOND, IF APPLICABLE]

By:

Name:

Its:

TENANT:

By:

Name:

Its:
38 Exhibit A
Premises
39 Exhibit B
City of Richmond Insurance Requirements for Lessees
40 City of Richmond - Insurance Requirements – Port of Richmond Tenant Lease
Page
1 of 3
In al
l instances where LESSEE or its representatives will be leasing or using City of Richmond, AKA Port of Richmond (City) property, the City requires the following minimum insurance requirements and limits.

LESSEE shall procure and maintain for the duration of the contract or lease agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the LESSEE’s, its agents’, representatives’, employees’ or vendor’s use of the premises.

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

O
riginal, signed certificates and original, separate policy endorsement, naming the City as an additional insured for general liability coverage as well as a waiver of subrogation for Workers’ Compensation Insurance (if applicable) shall be received and approved by the City before occupancy may occur. However, failure to do so shall not operate as a waiver of these insurance requirements.

Ci
ty reserves the right to modify or require additional coverages for specific risk exposures depending on scope of the Lease.

Mi
nimum 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 LESSEE.

Mi
nimum 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, products and completed operations ,
and bail
ee’s coverage for property in Lessee’s care, custody and control..

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 i
ts equivalent) with primary and non-contributory language, and for Protection and Indemnity coverage.

4. Workers’ Compensa
tion insurance as required by the State of California including Employer’s Liability (for LESSEE’
s with employees), and coverage under the U.S. Maritime and Longshoremen’s and Harbor W
orkers’ Compensation Act, Jones Act, and Death on the High Seas Act, if applicable.

5. Ori
ginal and Separate Waiver of Subrogation for Workers’ Compensation Insurance (if applicable).

6. Pr
operty insurance against all risks of loss to tenant improvements, betterments and contents.

7. Protection and
Indemnity coverage for all watercraft owned, leased or in custody of Tenant.

8. P
ollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions as related to activities of Tenan
t.

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

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

Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the LESSEE, its employees, agents or others with LESSEE’s permission.

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

Exhibit B - Insurance Requirements
41 City of Richmond - Insurance Requirements – Port of Richmond Tenant Lease

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

Property Insurance – Only
applicable to leases of City
property involving tenant
improvements, betterments and
contents
Total value of all tenant improvements, betterments, and contents.

Protection and Indemnity LESSEE shall provide (1) that all watercraft owned, leased or in custody of LESSEE shall be covered by a policy of Protection and Indemnity Insurance to include pollution liability insurance (including coverage for responsibility provisions of the Oil Pollution Act of 1990) at any time that a vessel is located at the Premises in an amount of Two Million Dollars ($2,000,000.00); (2) such coverage shall provide liability coverage for personal injury and property damage claims arising from third party invitees allowed onto the vessel;(s) and (3) such coverage shall be endorsed to name City, its officers and employees as additional insureds and the policy shall stipulate that no other insurance effected by City will be called upon to contribute to a loss suffered by Assignee hereunder.

Pollution Liability and/or Pollution
Liability
Protects against environmental and
pollution risks and
unexpected/unintended release of
pollution resulting from LESSEE’s
covered operations such as: HVAC,
paving, carpentry, pipeline & tank
installation, drillers, remediation
LESSEE’s maintenance,
manufacturing processes,
mechanical, demolition,
excavation, grading, street/road
construction, residential &
commercial builders.

Same limits as General Liability.

Policy shall be endorsed to name the City of Richmond as an additional insured.

If the services involve lead-based paint or asbestos
identification/remediation, the LESSEE’s Pollution Liability shall not contain lead-based paint or asbestos exclusions.

Environmental coverage must remain in force for a period of five years after completion of the project. LESSEE must provide updated certificates indicating that the required coverage, terms and conditions are still in place.

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability, Protection and Indemnity Liability, and Pollution Coverages.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be covered as insureds for all liability arising out of ownership, maintenance or use of that part of the premises leased or used by the LESSEE.

Primary and Noncontributory The LESSEE’s insurance coverage must be primary 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 LESSEE, shall be excess of the LESSEE’s insurance, and shall not contribute with it.

Cancellation Each required policy shall be endorsed to state that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.

A. M. Best Rating A:VII or Better
42 City of Richmond - Insurance Requirements – Port of Richmond Tenant Lease

Waiver of Subrogation LESSEE’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract. SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the LESSEE 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.

Sublets
LESSEE
shall not sublet the premises without the advance written consent of the City. Sublessees shall be subject to all of the requirements stated herein. Sublessee(s) must furnish to the City for review and approval, separate certificates and endorsements.

LESSEE agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either LESSEE or any sublessee(s) to take out or maintain the required insurance policies.

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

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before LESSEE may occupy the premises. 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, Lessee must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
LESSEE shall maintain the required insurance for the life of the contract or lease agreement. Should the LESSEE cease to have insurance as required during this time, LESSEE’s right to use or occupy the premises may be rescinded. In the event that LESSEE 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 including but not limited to termination of the contract or lease agreement, eviction, or other actions as the City deems appropriate.

If LESSEE’s use or occupancy of the premises extends beyond the expiration dates of the required insurance policies initially approved by the City, LESSEE 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.

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.

43 MEMO – REVIEW OF NEW LEASE PRICING FOR BASIN #1 To: Lizeht Zepeda, Senior Business Assistance Officer, City of Richmond From: Bill Lee, Land Econ Group RE: Recommendations for New Lease Pricing of Basin #1 Date: February 3, 2023 _______________________________________________________________________________ Introduction In response to your request, Land Econ Group (LEG) is pleased to present the following analysis and opinion concerning the lease rate for a new lease being solicited for Basin #1. Basin #1 is the left most basin in Figure1 below, and the lease would not include the small cafeteria building and its associated parking area at the north end of the basin. Figure 1: Richmond Shipyard No. 3 Basins

44 2
These five basins were part of the Kaiser Shipyard built in 1940 and 1941 for ocean going cargo ships, the Liberty ships, which were vital in supplying the Allied forces in both the Atlantic and Pacific theaters during World War II. Basins #1 is approximately 585 feet in length as are Basins #3, #4 and #5. Basin #2 is longer and estimated at 700 feet in length. Each of the five basins are approximately 100 feet in width. The basins were designed for the construction and launch of individual ocean-going cargo ships. However, for smaller craft like those used by Alcatraz Tour in Basin #4, the linear footage available for berthing would be double the length of the basin because their ships are able to dock on either side. Table 1: Review of Current Leasing Rates Projected Inflation for the Next Five Years While we have had a recent period of exceptional inflation, the peak appears to have been reached during mid-year 2022; and a group of 71 private and public sector economists surveyed by the Wall Street Journal expect national inflation to ease to 3.1 percent by December 2023. The full year 2023 inflation rate will be around 5 percent. These same economists expect the inflation rate going forward to be below three percent after December 2023. LEG expects the San Francisco Bay Area inflation rate to be perhaps one-half percentage point higher than the consensus national forecast or slightly higher than 3.0 percent from December 2023 to December 2028 due to de-globalization, living wage legislation and emphasis on domestic production. Possible Competition We have been unable to locate any other ports in north part of San Francisco Bay that would offer a similar deep-water basin for lease. The Port of Oakland is dominated by container shipping, and the Port of Benicia primarily handles automobile shipping and storage. Neither has basins similar to that of Richmond’s. Mare Island in Vallejo has a former Navy base and shipyards that has four ship basins. There is also a dry dock area that a developer is investing to refurbish into a facility that can be used to repair and recondition naval ships. However, the City of Vallejo, the land owner after the Navy base was decommissioned, and Mare Island Co., the selected development group, are pursuing residential, commercial and industrial development for reuse of Mare Island. There does not appear to be much interest in port type uses because the land economics for the developer and fiscal incentive for the City favors the transition of this island to urban and suburban uses. We believe Richmond’s Basin #1 is offering a unique opportunity for companies in need of a deep-water basin within relatively easy access to the Pacific Ocean through the Golden Gate or to the tourist market centered in San Francisco.

Estimated
Lease EstimatedBerthing LengthRent per SurfaceRent per SF Basin Tenant ExpirationMonthly RentLength of BasinBoth Sides FTLinear FTArea in SFSurface Area 1Foss 2/28/2023$12,242 585 1,170 $10.46 58,500 $0.21 2Dutra Group 5/31/2022$10,400 700 1,400 $7.43 70,000 $0.15 3NRC Environmental9/30/2022$5,300 585 1,170 $4.53 58,500 $0.09 4Alcatraz Tours10/14/2026$15,000 585 1,170 $12.82 58,500 $0.26 5Red Oak Victory3/30/2026 $1 585 1,170 $0.00 58,500 $0.00 Recommended Rate for Basin #1$16,380 $14.00 $0.28
Source: City of Richmond and estimates by Land Econ Group 45 3
Conclusions and Recommendations The lack of competition in part reflects the limited demand for deep-water basins. Richmond’s negotiating position will be largely influenced by the amount of interest the City is able to generate for Basin #1 through its RFP process. If there are competing interest by qualified bidders, the City should be able to command a strong lease rate. If there is limited interest, then the City will need to be flexible on the downside. Based on an analysis of current rents in Shipyard 3 and a survey of possible competition, we recommend setting the target rent at between $16,000 and $17,000 per month, which is slightly above the rate for Basin #4 negotiated about one-and one-half years ago. If the competition is strong, the City may be able to include an annual escalation factor of four percent or higher with an adjustment to actual San Francisco Bay Area Consumer Price Index (CPI). 46 August 21st, 2023
Port of Richmond
1322 Canal Blvd
Richmond, CA 94804

Re: Lease of Graving Basin Number 1

To whom it may concern,

“The Dutra Group” would like to respond to the Request for Proposal regarding the lease of Graving Basin Number 1. As current tenants of Basin 2 and the accompanying office our experience in managing maritime facilities combined with our working relationship with the Port of Richmond make this a natural fit to expand our footprint to the two basins.

Description of the intended use:

The Dutra group would use Basin 1 to continue to support our maritime dredging and construction activities in the Bay Area to a wide variety of private, state, and federal customers. Our fleet of barges, tugboats, crew boats, cranes and assorted other vessels would use the basin as a staging area for access, repairs, mooring, and crew change. Our dredge and construction crews are all composed of Local 3 Operator Engineers Union members bringing quality job opportunities based out of the Graving Docks. No major alterations or repairs will be needed for The Dutra Group to expand our footprint, possible small repairs would be limited to ensuring safe access based on our internal safety program which has an excellent track record in our current lease of Basin 2. Additional improvements would be to visually cleanup the area as we have done in Basin 2. Old trash, equipment, and general clutter will be removed and the housekeeping standards The Dutra Group has maintained on the current lease will be maintained on Graving Dock 1.

Financial Documentation:

As current tenants of Basin #2, any further documentation showing financial capability above and beyond previously submitted documentation to the Port of Richmond can be provided upon request. Current insurance is also above the thresholds listed and stated in the RFP.

Thank you for your consideration,

JC Krause
V.P. Dredging
The Dutra Group
415-254-4443
[email protected]

47 THE DUTRA GROUP
- DREDGING
- CONSTRUCTION
- MATERIALS
- EQUIPMENT
48 WHAT WE DO
DUTRA’S RICHMOND FACILITY HELPS SUPPORT CRITICAL BAY AREA MARINE INFRASTRUCTURE • MARINE CONSTRUCTION
• DREDGING OF BAY AREA PORTS & CHANNELS
• SHIPPING SUPPORT
• TERMINAL SUPPORT
• MARINE AGGREGGATE TRANSPORT
• ENVIRONMENTAL RENOURISHMENT/MONITORING
• OFFSHORE WIND OPPORTUNITIES ARE ALSO BEING REVIEWED

LABOR/EMPLOYEEMENT OPPORTUNITIES
• 50-400 BAY AREA RESIDENTS EMPLOYED ANNUALLY
• MAJORITY ARE BAY AREA LOCAL UNION MEMBERS
• MANY ARE RICHMOND RESIDENTS
• CURRENT RICHMOND FACILITY MANAGER IS A RICHMOND RESIDENT • EXPANDING OUR FACILITY WILL PROVIDE NEW JOB OPPORUNITIES • CURRENTLY WE HAVE 15-50 EMPLOYEES WORKING AT/TRANSITING FROM OUR DUTRA RICHMOND FACILITY 49 EXISTING BAY AREA DUTRA FACILITIES
• RICHMOND RECYCLYING & ASPHALT PLANT
• SAN RAFAEL ROCK QUARRY
• RICHMOND GRAVING DOCK 2
• SAN RAFAEL OPERATIPONS OFFICE
• RIO VISTA SHIPYARD & EQUIPMENT DOCKS
50 PROPOSED FACILITY EXPANSION
51 Proposed New Lease Terms
 Base Monthly Lease:
 (1) Slip/Pier (1) Monthly $11,000 (CPI 2-4%)  Terms:
 (1) 5yr Jan 2024 – Dec 2029
 (2) (1st) 5yr Option
 (3) (2nd) 5yr Option
52 01337.0020/954454.3 1

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Surplus Property Authority of Richmond
1322 Canal Blvd
Richmond, CA 94804
Attention: Port Director

APN Portion of ______ [SPACE ABOVE FOR RECORDER’S USE ONLY] Exempt from filing/recording fees per Govt. Code §27383

LEASE AGREEMENT

This Lease A greement ( “Lease”) is made and entered into on this ____ day of ________, 2024 (“Lease Date”), by and between the SURPLUS PROPERTY AUTHORITY OF THE CITY OF RICHMOND , public body corporate a nd p olitic (“Landlord”) and THE DUTRA GROUP, a California corporation (“Tenant”).

RECITALS:

A. Landlord owns that certain port real property located at Port Richmond, P oint Marina Terminal (“PPMT”) in the City of Richmond, State of California which is legally described on Exhibit A (“Real Property”).

B. For purposes of this Lease, the term “Premises” are depicted on Exhibit B and consist of consist of (1) a waterside slip ("Slip"), referred to as "Basin No. 1," and the entire pier between Basin No. 1 and Basin No. 2 ("Pier") and (2) an adjacent temporary vertical structure of approximately 3,300 square feet (“Structure”). In addition to the Premises, Tenant shall have the non -exclusive right to also use the adjacent parking lot consisting of approximately 9,950 square feet located at 1319 Canal Blvd. Richmond, CA 94804 ("Parking Area").

C. Tenant currently leases from Landlord certain adjacent property (depicted on Exhibit B) pursuant to that certain Lease dated ______, 20__ (“Adjacent Property Lease”).

D. Pursuant to the t erms hereinafter set forth, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant, the Lease Premises.

NOW, THEREFORE, incorporating the Recitals above, parties agree as follows:

1. LEASE PREMISES; STATUTORY NOTICE.

1.1. Lease Premises. Subject to the terms of this Lease, Landlord hereby Leases to Tenant and Tenant hereby leases from Landlord, for Tenant’s exclusive use the Premises and the non-exclusive use of the Parking Area (“Lease Premises”).

1.2. AS-IS. Tenant acknowledges that, as of the Effective Date, Tenant has inspected the Le ase Premises and determined that the Lease Premises are in good order, repair, and condition and suitable for the u ses authorized by this Lease and Landlord makes no 53 01337.0020/954454.3 2

representations or warranties regarding the Lease Premises. This Lease is subject to all existing easements, covenants, servitudes, licenses, rights-of-way and all matters of record.

1.3. Disclosures regarding Lease Premises. Tenant has been advised as follows:

(a) Property History. The Premises are one (1) of the four (4) shipyards developed by Henry J Kais er between 1941 and 1942 which was used to construct vessels during World War II. Immediately following the war, the Premises was converted to a ship repair facility. In 1946, the shipyards were abandoned and thereafter used for ves sel storage. The existing fa cility has received minimal maintenance since construction in the 1940’s and there may be d ebris at the bot tom of the basin.

Tenant will be solely responsible for repairs and main tenance pursuant to Section

6. (b) Asbestos Notification for Commercial Property Constructed Bef ore 1979.

Because of their age, the preexisting improvements, such as concrete, within the Premises may contain asbestos -containing materials (“ACMs”). If ACMs ar e likely to be disturbe d in the c ourse of developing any alterations, additions or improvements, Tenant shall encapsulate or remove the ACMs in accor dance with an asbestos -removal plan reasonably approved by Landlord and otherwise in accordance with all ap plicable H azardous Material s Laws , including giving all notices required by California Health & Safety Code Sections 25915-25919.7.

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

(d) Structure. The Structure is unpermitted. Upon termination of this Lease, the Structure must be removed by Tenant at Tenant’s sole cost and expense.

1.4. Historic Designation. Tenant is aware that the Premises are subject to City of Richmond’s Historic Structures Code as defined in Chapter 6.06 of th e Ric hmond Municipal Code.

1.5. Reservations. Landlord reserves to itself and the right to grant to others in the future nonexclusive utility ea sements (including easements for constru ction, maintenance, repair, replacement and reconstructi on of utility easements ) over , un der, across or on the Premises, provided Landlord shall use reasonable efforts to provide th at such work occurring and any easement is located such that it wi ll not unreasonably interfere with Tenant’s use and enjoyment of the Lease Premises.

1.6. Statutory Disclosure Notice. Landlord hereby advises Tenant that the Premises have not been issued a di sability access inspe ction certificate, as describe d in California Civil Code Section 55.53(e) and therefore, pursuant to California Civil Code Se ction 1938, Landlord provides the following statutory notice to Tenant:

“A Certified Access Specialist (CASp) can inspect the sub ject p remises and determine whether the subjec t premises comply with all of the applicable 54 01337.0020/954454.3 3

construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor ma y not prohibi t the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupan cy or potential occupancy of the lessee or tenant, if requeste d by the lessee or tenant. The parties shall mut ually agree on the a rrangements for th e time and manner of the CAS p inspection, the payment of the fee for the CASp inspection, an d the cost of ma king any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

2. TERM; OPTION TO EXTEND.

2.1. Term. This Lease shall be ef fective as of January ___, 2024 (“Effective Date”) and terminate on __________, 202__ (“Initial Term”). “Term” shall mean th e Initial Term as may be extended if an Extension Option is exercised.

2.2. Options to Ex tend. Provided Tenant has not bee n in Default (as defined in Section 24) during the existing Term, Tenant shall have two (2) separate successive options to extend the existing Term ( each an “Extension Option ”) each for a period of five (5) y ears (“Extension P eriod”) provided Tenant exercises the Extension Option in writing delivered to Landlord not less than six (6) months, but n o more than nine (9) months, prior to the expiration of the existing Term. If Tenant fails to exercise the Extension Option in the tim e and manner specified, the E xtension Option (and any successive Extension Option) shall automatically terminate and be of no further force or effect. During an Extension Period, the Base Rent shall continue to be adjusted in accordance with Section 3.2.2 including at the commencement of the first year of the extended Term and for each year thereafter. Each Extension Option is personal to the or iginal Tenant under this Lease and may not be transferred or ass igned without Landlord’s approval in Landlord’s sole and absolute discretion.

2.3. Landlord Option to Terminate. At any time after the Initial Term, Landlord has the right to terminate this Lease for any reason upon providing twelve (12) months written notice to Tenant. Notwithstanding any notice to terminate under this Section 2.3, Tenant shall remain obligated to pay Base Rent and comply with all terms of this Lease prior to the actual termination date.

2.4. Recordation. Within ten (10) business da ys of the execution and acknowledgement of this Lease by both parties, Landlord shall cause a copy of this Lease to be recorded in the Official Records of Contra Costa County (“ Official Rec ords”) pursuant to Government Code Section 37393. Upon termination or exercise of any rights under this Lea se or any amendment of this Lease, the parties shall record a copy thereof in the Offi cial Records.

Upon termination of the Lea se, Te nant shall promptly execute, ac knowledge and deliver to Landlord any do cuments reasonably requested by Landlord in order to terminate the Lease in the Official Records.

3. RENT.

3.1. Rent Commencement Date . Tenant shall commence paying the Monthly Base Rent (as defined below) on the Effective Date (“Rent Commencement Date”).

3.2. Base Rent.

55 01337.0020/954454.3 4

3.2.1. Monthly Base Rent . The initial Annual Base Rent shall be One Hundred Fifty Thousand Dol lars $1 50,000) payable in e qual monthl y payments of Twelve Thousand Five Hundred Dollars ($1 2,500) (“Monthly Base Rent”) payable in advance on the first (1st) day of each month.

3.2.2. Annual Increase. The Monthly Ba se Rent will be increased on each anniversary of the Rent C ommencement Date by an amount equal to the change in the CPI (as defined below) between the month preceding the Rent Commencement Date for the year immediately prec eding the year in which the Base Rent increase occurs and the same m onth for the year in which the Base Rent increase occu rs (“CPI Adjustment”). By way of example only, if the Rent Commencement Date is October 1, 2023 , then the CPI Adjustment for the first anniversary of the Rent Commencement Date (which would be October 1, 2024) would be calcula ted by determining the change in the C PI between September 2024 and September 2023. F or purposes of t his Lease, “CPI” means the Consumer Price Index – All Items for All Urban Customers, Western Region area published by the United St ates Department of Labor , Bureau of Labor Statistics ( or a rea sonably equivalent index if such index is discontinued). Notwithstanding the CPI Adjust ment, the Monthly Base Rent for each year shall increase by not less than two percent (2%) but not more than five percent (5%) . If the parties inadverten tly fail to ap ply a CPI Adjustment on an anniversary of the Eff ective Date, the n that failure w ill not be deemed a waiver by Landlord of that particular CPI Adjustm ent of Base Rent, but rather, th at CPI Adjustment will be added to a ny subsequent CPI Adjustment(s) with a ppropriate back charges as necessary to capture the inadvertent s hortage. However, no lat e charge s or interest shall accrue on the shortage.

3.3. Miscellaneous. All Monthly Base Rent shall be paid in advance without notice, demand, deduction or offset on or before the first day of each calendar month during the Term.

Month Base Rent for a ny period during the Term which is less than on e (1) month shall be prorated, assuming a thirty (30) day month. All Rent shall be paid to Landlord in lawful money of the United States of Amer ica, to Landlord at 1322 Canal Blvd, Richmond, California 94804 Attention: Port Director, or at such other place as Landlord may designate in writing. Any and all sums which may be due from Tenant under this Lease are deemed “Rent.”

3.4. Interest. Any amount payable to Landlord pursuant to this Lease, other than late charges, that is not received by Landlord within thirty (3 0) days following the date on which it was due will bear interest starti ng on the thirty -first (31st) day after it was due. The interest rate shall be ten percent (10%) per annum (“ Interest”), but will n ot exc eed the m aximum rate allowed by law. Interest i s payable in addition to the late charge in Section 3. 5 but shall not accrue on the late charge.

3.5. Late Ch arge. If any Rent that is not rece ived by Landlord b y the due da te, Tenant shall pay to Landlord an additional sum of five percent (5%) of the overdue amount as a late cha rge, which is agreed to represent a re asonable esti mate of t he costs incurre d by Landlord on a ccount of such delinquency. Acceptance of a late charge s hall not const itute a waiver of Tenant's default with respec t to the overdue amount or prevent Landlord f rom exercising any of the other rights and remedies available to Landlord.

56 01337.0020/954454.3 5

4. SECURITY DEPOSIT. Upon execution of this Le ase, Tenant shall deliver to Landlord the sum of Thirty-Three Thousand Dollars ($33,000) to be held during the entire Lease Term as security for the faithful performance by Tenant of all of its obligation s under this L ease (“Security Deposit”). If Tenant d efaults with respect to any p rovisions of this Lease, including, but not limited to, the provisions relating to the payment of Rent, Landlord may, without notice to Tenant, but shall not be required to apply all or any part of the Security Deposit for the payment of any Rent or any o ther sum in defa ult and Tenant sh all, upon demand therefor, r estore the Security Deposit to its original a mount. Any unapplied portion of the Sec urity Deposit shall be returned to Tenant within sixty (60) days following the termination of this Lease. Tenant shall not be e ntitled to any in terest on the Security Depos it and Landlord shall ha ve the right to commingle t he Secur ity Deposit with Landlord 's othe r fund s. T enant hereby w aives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in effect, which (i) establish the time frame by which a landlord mu st refund a security deposit under a lease, and/or (ii) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the Lease Prem ises, it being agreed that Landlord may , in addition, claim those sums specified in this Section and/or those sums reasonably necessary to compensate Landlord for any loss or damage c aused b y Tena nt's default of this Lease, including, but not limited to, a ll damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code.

5. USE OF PREMISES.

5.1. Use. Tenant shall only use the Lease Premises for its storage and maintenance needs associated with its offsite marine construction and dredging operations, including fo r its marine fl eet, other equipment, and materi als. Tenant 's m arine construction and dredging operations conducted elsewh ere in the Bay area are summarized o n Exhibit C (“Tenant’s Offsite Marine Construction and Dredging Operations ”). Tenant may use the Lease Premises 24 hours a day, 7 days a week. Tenant shall not use or permit the Lease Premises or any part thereof to be used for any other purp ose without the prior written consent of Landlord.

Tenant shall opera te its business in an efficient, business -like and first class manner. Tenant shall at all times comply with the provisions of Section 11.

5.2. Compliance with Law. Tenant shall, at Tenant's so le cost and expense, promptly comply with all laws, ordinances, rul es, r egulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction which may include the San Francisco Bay Conservation and Development Commission (“BCDC”) related to the use, condition or occup ancy of the Premises now in effect or that may here after come into effect including, but not limited to, (a) accessibility and use by individuals wit h disabilities, (b) environmental condit ions in, on or about the Premises , and (c) Chapters 2.28 (Nondiscrimination Clauses in City Contracts Ordinance ), 2.50 (Business Opportunity Ordinance) 2.56 ( Local Employment Program Ordinance ), 2.60 ( Living Wage Ordinance ) and

2.65 (Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on All Employment Applications) of the Richmond Municipal Code, if applicable.

5.3. Prohibitions. Tenant shall not do or permit anything to be don e in or about the Lease Premises which will in any way obstruct or interfere wi th the ri ghts of other pa rties on properties adjacent to the Lease Premises, or injure or annoy them or use or allow or permit the Lease Premises to be used for any improper, immoral, unlawfu l or obj ectionable purpos e.

Tenant shall not cause, maintain or permit any nui sance in o r about the Lease Premises, or commit or suffer to be committed any waste in or upon the Lease Premises. Tenant shall not do 57 01337.0020/954454.3 6

or permit anything to be done in or about the Lease Premises, nor br ing or keep any thing therein, which will in any way i ncrease the existing rate of or affect any fire or other in surance upon the L ease Premise s, or pa rt thereof, or the contents of the Le ase Premises , or cause cancellation of any i nsurance policy covering the Lea se Premises, or part the reof, or its contents.

Tenant shall not e ngage in activities (including, without limitation, spray painting, sandblasting, blowing of s tacks, f unnels or e xhaust pipes, or other releases of p articulate matter) on land or at sea within the jurisdiction of the Port of Richmond that creates a significant risk of injury or damage to the premises or pr operty owned or p ossessed by any tenant or its customers or wh ich otherwise may materially interfere with the tena nt’s or cust omer’s operations in the Port of Richmond.

5.4. Permits and Licenses. Tenant shall obtain, comply with, and keep in force at all times, at Tenan t’s sole cost and expense, any and a ll required gover nmental licenses, approvals and permits needed for the proper and lawful c onduct of Tenant’s use of the Le ased Premises (which may include BCDC) (collectively, “Permits”). Tenant shall provide copies of all Permits to Landlord w ithin ten (10) days after Lan dlord’s written request. Tenant’s failure to maintain all Permits will be a material default under this Lease.

5.5. Abandonment. Tenant shall not abandon the Lease Premises during the Term.

6. MAINTENANCE AND REPAIRS.

6.1. Tenant’s Duties.

6.1.1. General. Tenant shall, at Tenant’s sole cost and expense, maintain the Lease Premises (in its entirety) in good condition and repair at all times , including, but not limited to , removal of debris at t he bottom o f the basin . Upon the expiration or soo ner termination of this Lease , Tenant shall surrender the Lease Premi ses in good co ndition and repair, reasonabl e wear and tear excepted with the Structure removed at Tenant’s sole co st and expense.

Should Tenant fail to vacate the Lease Premises in a clean and u ndamaged condition, Landlord may, in its sole discret ion, arrange for the cleaning and/or repair o f the Lease Prem ises, the cost of which m ay be deducted from t he Security Deposit or otherwise promptly reimbursed by Tenant. Tenant shall be solely responsible for the security of the Lease Premises

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

6.2. No Landlord Duties. Landlord has no maintenance or repair obligations of any kind with respect to all or any portion of the Lease Premises.

58 01337.0020/954454.3 7

7. ALTERATIONS AND AD DITIONS. Except as provided in Section 8 .2.1, Tenant shall not make or permit any alterations , additions or improvements in , to or about the Lease Premises or any part t hereof without the p rior wr itten consent of Landlord. Any al terations, additions or impro vements in, to or about the Lease Premises shall become a pa rt of the real property, belong to Landlord and be s urrendered with the Lease Premise s without compensation to Tenant.

8. REQUIRED IMPROVEMENTS.

8.1. Landlord Improvements. Landlord is not obligated to make any imp rovements of any kind to all or any portion the Lease Premises.

8.2. Tenant Improvements.

8.2.1. Initial Required Work. Promptly after the Effective Date, Tenant shall, at Tenant’s sole cost and exp ense and i n complianc e with a ll laws, regulations, ordinances, etc., including, but not limited to, t he Richmond Municipal Co de (collectively “Applicable L aws”), install utility meters to facilitate direct billing to Tenant by the utility companies for all utility services.

8.2.2. Future Improvements. Other than the Improv ements, Tenant shall not make or allow to be made any alterations or addition s in or to the Premises without first obtaining the written consent of Landlord. Landlord's consent will not be unreasonably withheld or delayed with respect to proposed alterations and additions that: (i) comply with all applicable laws, ordinances, rule s and regulations; (ii) will n ot in terfere with the Port of Richmond future us e of the Premises; and (iii) will not trigger any additional costs to Landlord (other than those for which Tenant is obligated to reimburse Landlord pursuant to the terms of this Lease).

Any consent giv en by Landlord under this Section 8.2 shall be deemed conditioned upon: (i) Tenant's acquiring all applicable permits required by governmental authorities; (ii) Tenant's furnishing to Landlord copies of such permits, together with c opies of the approved pl ans and specifications, prior to commencement of the work th ereon; and ( iii) Tenant’s compliance with the conditions of all applicable permits and approval s in a prompt and expeditious manner.

Tenant shall provide Landlord with not less than ten (10) days prior written notice of commencement of the work so as to enable Landlor d to post and record appropriate notices of non -responsibility. All alterations and additions permitted hereunder shall be made and performed by Tenant without cost or expense to Landlord. Tenant shall timely pay the contract ors and suppliers all am ounts due to them when due and keep the Premises free from any and all mechanics', materialmen's and other liens and claims arising out of any work performed, materials furnished or obligations incurred by or for Tenant.

Any and all alterations, ad ditions or impr ovements made to the Premises by Tenant shall become the property of Landlord upon installation and shall be surrendered to Landlord without compensation to Ten ant upon the termination of this Lease by lapse of time or otherwise unless Landlord conditioned its approval 59 01337.0020/954454.3 8

of such alterations, additions or improvements on Tenant's agreement to remove them, in which case Tenant shall before termination of this Lease , remove such alterations, additions and improvements, repair any damage res ulting from such removal and restore the Premises to their condition existing prior to the date of installation of such alterations, additions and improvements. Notwithstanding anything to the cont rary set forth above, this clause shall not apply to movable equipment, personal property or furniture owned by Tenant. Tenant shall repair at its sole cost and exp ense all damage caused to the Premises by removal of Tenant's movable equipme nt, personal pr operty or furniture and such other alterations, additions and improvements as Ten ant shall be required or allowed by Landlord to remove from the Premises.

All alterations, additions and improvements permitted under this Section 8.2 shall be constructed (i) diligently, in a g ood and workmanlike manner with new, good and sufficient mate rials; (ii) by a licensed bonded general contractor licensed in the State of California; and (iii) in compliance with all Applicable Laws, including, without li mitation, Labor Cod e 172 0 et s eq which includes paying prevailing wages, and those related to accessibility and use by individuals with disabilities.

9. SIGNS. Except as provided below, Tenant shall not place any sign on or at the Lease Premises, i ncluding, but not limited to, sig nage i n win dows, without L andlord’s prior wr itten consent which may spec ify requirements (“Approved Sign ”). Any Approved Sign shall be installed solely at Tenant’s sole cost and expense . Tenant shall obtain any applicable permits for the installation of an Approved S ign and comply with all A pplicable Laws. Tenant shal l maintain Approved Signs in g ood condition at a ll times at Tenant’s sole cost and expense. If Tenant abandons or vacates the Lease P remises, Tenant shall no longer have the right to use the Approved Signs which Landlord shall have a right to remove.

10. UTILITIES. Landlord is not obligat ed to provide uti lities to the Premises. Tenant shall comply with Section 8.2.1 to install separate m eters and shall contact all applicable utility companies to arrange for direct billing to Tenant for services to the Premises.

11. ENVIRONMENTAL MATTERS; SAFETY PRECAUTIONS & POLLUTION CONTROL.

11.1. Hazardous Materials.

(a) Tenant shall not cause or per mit any Hazardous Material (as defined in below) to be brought, k ept, used, generated, released or disposed in, on, under or about the Lease Premises by Tenant, its agents, emplo yees, contractors or inv itees; provided, however, that Tenant may use, store and dispose of, in accordance with applicable Laws, limited quanti ties of standard office and janitorial supplies, but only t o the extent re asonably necessary for Tenant's operati ons in the Lease Premises and provided that Tenant remains liable for the release or disposal of any such materials and supplies at or on the Lease Premises that occurs during the Term hereof. Tenant hereby indemnifies Landlord from and against any breach by Tenant of the obliga tions stated in th e preceding sentence, and hereby agrees to defend and hold Landlord harmless from and against any and all claims, liability, losses, damages, costs and/or expens es (including, without limitation, diminution in valu e of the Lease Premises, or any portion th ereof, and sums paid in settlement of claims , fines, pe nalties, attorney s' fees, consultants' fees an d experts' fees) that arise during or after the Term as a result of such br each. This 60 01337.0020/954454.3 9

indemnification of Landlord by Tenant includes, without limitation, death of or injury to person , damage to any property or the environment a nd costs incurred in connection with a ny in vestigation of site conditions or any cleanup, remedial, removal, or restoration work required by a ny federal, state or loc al governmental agency or politi cal subdivisi on, including th e City of Ri chmond, because o f any Hazardous Material present in, on, under or about the Premises (including soil and ground water co ntamination) that results from such a breach. Without limiting the foregoing, if the presence of any Hazard ous Material in , on, under o r ab out the Lease Premises caused or permitted by Tenant results in any contamination of the Lease Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the sa me to the condition existing prior to t he introduction of such Hazardous Material; provided that Land lord's approval of such actions, and the contractors to be used by Tenant i n connection therewith, shall first be obtained. This indemnification of Landlord by Tenant shall survive the expiration or sooner termination of this L ease. Notwithstanding the foregoing, in no event shall Tenant be liable for any Hazardous Materials located on the Premises as of the Effective Date or any Hazardous Materials placed on the Premises by a party other than Tenant or Tenant’s agents, contractors or employees.

(b) Definitions. As used in this Lease, the term "Hazardous Material" means any hazardous or toxic substance, material or waste that is or becomes regulated by any local governmental authority, the State of Ca lifornia or the United States government. The term " Hazardous Mate rial" includes, without limitation, any substance, material or was te that is (i) defined as a "hazardou s waste" or similar term under the laws of the jurisdiction where the Premises is located; (ii) designated as a "ha zardous substance" pursuant to S ection 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317) ; (iii) defined as a "hazardous waste" pursuant to Section 10 04 of the Federal Resource, Conservation and Recovery Act , 42 U .S.C. § 690 1 et seq. ( 42 U.S .C. § 69 03); (iv) defined as a "hazardous s ubstance" pursuant to Section 101 of the Compr ehensive Environmental Response, Compensation and Li ability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); (v) hydrocarbons, petr oleum, gasoline, crude oil or any products, by-products or fractions thereof; or (vi) asbestos in any form or condition.

The term " Laws" me ans any applicable federal, state or local laws, ordinances, rules or regulati ons r elating to any Hazardous Material a ffecting the Prem ises, including, without limitation, the specific laws, ordinances and regulations referred to above. References to speci fic Laws shall also be references to any amendments thereto and to any applicable successor Laws.

11.2. Safety Precautions and St orm Water P ollution Control. In conn ection with Tenant’s use and occupancy of the Lease Premises, Tenant shall take measures to minimize the potential for Hazardous Materials or other pollutan ts to enter the San Francisco Bay and/or Port of Richmond’s storm water dra inage system. The targeted pollutants include Haz ardous Materials and floatable materials, oxygen demanding substances (e .g. plant debris, street litter and organic substances), bacteria and viruses, sediment, and nutrie nts (e.g. nitrogen and ph osphorous).

These measures shall pertain to the extent related to Tenant’s use and occupancy of the Premises, and shall include, but not be limited to, taking all steps reasonably necessary in:

61 01337.0020/954454.3 10

(1) Preventing fuel spills and leaks and reducing the impact to storm water by not topping off fu el tanks; using se condary containment when transferring fuel from tanker trucks to fuel tanks; using absorbent material on small spills and for general cleaning rather than hosing; carrying out all federal, state, regional and local re quirements re garding underground storag e tank s or i nstalling above ground tanks; fueling mobile equipment at designat ed fueling areas; and designing fueling areas to prevent th e run-on of storm water and the run-off of spills. “Secon dary con tainment” m eans a back -up sy stem tha t prevents the spread of pollutants should any spill, leak or otherwise escape. (2) Preventing the discharge of pollutants to storm water from vehicle, boat and equipment m aintenance a nd rep air by containing w aste oil u nder cover with absorbent material under each container; keeping drip pans or container under the areas that might drip pollutants; using a vehicle maintenance area designed to prevent storm water pollution; cleaning storm drain inlets regularly, especially after lar ge s torms; not po uring ma terials down storm drains; dry sweeping instead of hosing down work areas; storin g idle equipmen t under cover, switching to non-toxic chemicals for maintenance when possible; cleaning small spills with rags and larger spills with a bsorbent materials; and m inimizing the use of solvents.
(3) Preventing the discharge of pollutants to storm water from ou tdoor equipment and operations by r educing the amount of wa ste created; enclosing or covering all or some of the equipment; and installing secondary containment. (4) Preventing t he dis charge of p ollutants to storm water from vehicle and equipment washing and steam cleaning by maintaining designated wash areas, preferably covered, to prevent contact with storm water; and not per mitting any wash water to enter the storm drains.
(5) Preventing t he di scharge of pollutants to storm water from outdoor loading/unloading of materials by parking tank trucks or delivery vehi cles so that spills or leaks can be contained; covering the loading and unloading docks to reduce exposure of materials to rain; and using drip pans under hoses. (6) Preventing the discharge of po llutants to storm water from outdoo r storage areas by insta lling appropriate safeguards against accidental release; installing secondar y co ntainment whe re reaso nably required; co nducting regular inspections.
(7) Protecting materials from rainfall run -on, run-off and wind dispersal by storing materials indoors; co mplying with speci fic fe deral, state, regiona l and local standards regarding storage of Hazardous Material; enclosing or covering materials; periodically sweeping parking lots or oth er surfaces nea r bulk material storage areas to re move debris blown or was hed from storage a reas; and installing pellet traps at storm wate r discharge points where plastic pellets are loaded and unloaded.
(8) Preventing the discharge of pollutants to storm water from waste handling and disposal by trackin g waste generation, stor age, and disposal; reducing waste generation and disposal through source reductions, reuse and recycling; preventing ru n-on a nd run -off from waste management areas; and covering dumpsters and garbage cans during the rainy season.
(9) Preventing the discha rge of pollutants to storm water from con taminated 62 01337.0020/954454.3 11

or erodible surface areas by leaving as much vegetation on-site as reasonably possible; minimizing soil exposure; stabilizing exposed soils; and p reventing storm water run-on and run-off.
(10) Preventing the discharge of po llutants to storm water from buildings and grounds mainten ance by washing a nd clean ing up with as lit tle wa ter as reasonably possible; preventing and cleaning up spills immediat ely; and keeping debris from entering the storm drains.
(11) Preventing the discharge of pollutants to storm water from building repair, remodeling, and construction by using appropriate con tainment and erosion controls; and enclosing or covering building material storage areas. (12) Preventing the discharge of pollutants to sto rm water and receiving waters from over water activities by minimizing over water maintenance; limiting over water hull surface maintenance to sanding and minor painti ng; not spray painting vessels while they are o n the water; avoid washi ng down boats with soap and detergent; using phosphate-free and biodegradable detergent for hull washing; keeping organic and in organic wastes out of the water; and cleaning up spills and wastes immed iately. “Over water activities” refers to activities undertaken by Tenant on the waters of San Francisco Bay or waters flowi ng into San Francisco Bay.
(13) Preventing the disc harge of pollutants to storm water by using ground cloths when pai nting boats on land; using tarps, plastic sheet ing, or other material to contain spray paint and blasting sand; properly disposing of surfa ce paint ch ips, used blastin g sand, residual paints , and oth er mat erial; and sweeping any drydocks before flooding them.

11.3. Right of Entry. Notwithstanding Section 15, Landlord, its employees, agents and consultants, shall have the righ t to enter the Premise s at any ti me i n order to conduct pe riodic environ mental ins pections an d tests to determine whether any Hazardous Mat erials are pres ent. The costs and expenses of such inspections shall b e paid by Landlord unless a default or breach of th is Lease, violatio n of Laws or contamination caused or permitted by Tenant is found to exist. In such event, Tenant shall reimburse Landlord upon dema nd, as additional rent, for t he reasonable costs and expenses of such inspections.

11.4. Notice to Landlor d. T enant shall prompt ly notify L andlord in writin g of: (i) any enforcement, clean -up, r emoval or other governmental or regulatory action instituted or th reatened regarding the Premis es pursuant to any Laws; (ii) any claim made or threatened by any perso n against Tenant or the Premises relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Material; and (iii) any reports made to or received from any governmental agency arising o ut of or in connection w ith any Hazardous Material i n or rem oved from th e Premises, including a ny complaints, notices, warnings or asserted violations in connection therewith.

12. CLAIMS AGAINST PREMISES. Tenant shall not suffer or permit to be enforced against the Lease Premises, or any pa rt thereof, any mec hanic’s, materialman’s, contract or’s or subcontractor’s liens arising f rom any clai m for any work of con struction, repai r, restoratio n, replacement or i mprovement of or to the Lease Premises or any other claim or deman d how ever the same may arise, and Tenant shall pay or cause to be pai d any and all such claims or 63 01337.0020/954454.3 12

demands before any action is brought to enforce the same against the Lease Premises. Tenant agrees to indemnify and hold Landlord and the Lease Premises free and harmless of all liability for any and all such claims and demands , together with Landlord’s reasonable attorneys’ fees and all costs and expenses in connection with any such claims or liens.

13. PERSONAL PROPERTY & POSSESSORY INTEREST TAXES.

13.1. Mandatory Notice. Notice is h ereby given to Te nant pur suant to Ca lifornia Revenue and Taxation Code Section 107.6 and Health and Safety Code Section 33673 that the interest of Te nant cr eated in th e Leas e Premises pur suant to this Lease is subject t o rea l property taxation and accordingly Tenant is subject to the payment of property taxes levied on said possessory interest.

13.2. Payment of Taxes. Tenant shall pay prior to delinquency any and all personal property taxes and possessory interest taxes attributable to the Premises. Tenant is aware that this le asehold is su bject to possessor y interest t axes as assessed by the Cou nty of Contra Costa. T enant shall indemnify, defe nd and hold h armless Landlord a gainst any and all s uch taxes, fees, penalties or interest assessed, or imposed against Landlord hereunder. In the event Tenant fails to t imely pay any tax, assessment, fee, pe nalty or inte rest, Landlord, at it s option, shall have the right to pay such charge and treat such payment as additional rent to be charged to Tenant and paid by Tenant to Landlord within five (5) days after receipt of written notice from Landlord. Tenant shall be sole ly res ponsible for th e payment of al l taxes attri butable to its operations, including but not limited to, sales taxes and income taxes.

14. HOLDING OVER. If Tenant remains in possession of the Lease Premises, or a ny part thereof, af ter the exp iration of the Te rm, such occupancy shall be a tena ncy from mont h-to- month with Monthly Base Rent payable each month equal to one hundred fifty percent (150%) of the Monthly Base Rent that was payable prior to expiration of th e Te rm, canc elable up on thirty (30) days’ written notice upon the terms and conditions that existed during the last year of the Term.

15. ENTRY BY LANDLORD. Tenant agrees that representatives of Landlord, as designated by Landlord, shall, during normal business hours, or outside normal business hours in the event of an emergency, have the right to enter the Lease Premises and inspect the same to determine if the s ame com plies with each and every term and c ondition of thi s Lease an d with all applicable municipal, county, state and federal laws, rules, ordinances and regu lations relating to building occ upancy and t he conduct o f Tenant ’s business. Te nant waives any cl aim for damages or for any injur y or inconvenience to or i nterference with Tenant’s business, any loss of occu pancy or quiet e njoyment of the Lease Premises , a nd an y loss occasioned thereby.

Landlord shall have the right to us e any a nd all me ans which Landlord may deem pr oper to open said doors in an emergency in order to obtain entry to the Lease Premises without liability to Tenant, except for any failure to exercise reasonable care for Tenant’s property. Any entry to the Lease Premises obtained by Landlord under this Section, shall not be construed or deemed to be a forcible or un lawful entry i nto, or a detainer of, the Lease Premises, or an eviction of Tenant from the Lease Premises.

16. DAMAGE. In the event of a f ire or other casua lty in the Pre mises, this Lease sha ll terminate effective immediately. The proceeds from any insurance paid by reason of damage to or destruction of the Premises or any par t thereof insur ed by Landlord shall belon g to and be paid to Landlord. The proceeds from any insurance paid by reason of damage to or destr uction of the Premises or an y part t hereof insured by Tenant shall belong to and be paid to Tenant. 64 01337.0020/954454.3 13

Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to or destruction of t he Premises with r espect to the terminati on of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith.

17. EMINENT DOMAIN. If all or an y portion of the Pr emises are taken under the power of eminent domain or sold under the threat of the exercise of such power (all of which are referred to herein as "condemnation"), this Lease shall cease and terminate as of the dat e of taking. All proceeds from any condemn ation of the Premises s hall belong and be paid to Landlord ; provided that Tenant s hall be ent itled to any comp ensation separately awarded to T enant for loss of Tenant's trade fixtures, if any and relocation costs.

18. ESTOPPEL CERTIFICATE. Tenant shall, at any t ime and from time to time, upon not less than ten (10) days’ prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing (a) certifying that this Lease is un modified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specif ying such defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such stat ement may be rel ied upon by any prospective purchaser or encumbrancer of all or any porti on of which the Lease Premises are a part.

19. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease, in whole or in part, n or sublet all or an y part of the Pre mises, without t he prior written consent of Landlord which consent may be withheld by Landlord in its sole a nd absolute discretion. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to a ny subsequent as signment or s ubletting. I rrespective of any assignment or sublease and, Tenant shall remain fully liable under this Lease and shall not be released from performing any of the terms, covenants a nd con ditions of thi s Lease. A transfer of any ownership interest in the entity comprising Tenant shall be dee med an assignment under this Lease. No interest of Tenant in this Lease shall be assignable by operation of law. Any transfer, assignment or subletting of the Lease Premises without such prior written consent shall be void for all purposes and shall be a Default under this Lease.

20. INDEMNIFICATION. Tenant shall defend, indemnify, and hold Landlord harmless from, and r eimburse Landlord for, any lo ss, cost, expense, liability, or d amages of ev ery kind or nature, including but not limited to in jury to or death of an y person or d estruction of the Lease Premises in connectio n with or related t o, the use by Tenant or a ny thi rd party (including officers, directors, em ployees and invitees) of the Lea se Premises or any facilit ies located thereon in co nnection with the busi ness being co nducted by Tenant. In addition, Tenant shall defend, indemnify, and hold Landlord harmless from any breach or default in the performance of any obligation to be performed by Tenant under this Lease, any violation of governmental law or regulation, or any intentional misconduct o r n egligence of Tenan t, or any officer, agent, employee, gu est, o r invit ee of Tenant, re gardless of whether su ch in tentional misconduct or negligence was active or passive. In the event of the oc currence of any event which is an indemnifiable event pursuant to this Section, Tenant shall notify L andlord promptly and, if such event involves the claim of any third person, Tenant shall assume all expenses with respect to the defense, settlement, adjustment, or compromise of any claim; provided that Landlord may, if it so desires, employ counsel at its own expense to assist in the handling of such claim. Tenant shall ob tain the prio r wri tten approval of L andlord before entering in to any s ettlement, adjustment or compromise o f such claim. Tenant shall reimburse Landlord or any third party 65 01337.0020/954454.3 14

(including off icers, direct ors, and e mployees of Landlord) f or any legal expenses an d cos ts incurred i n co nnection with or in enforcing the indemn ity herein p rovided. Al l indemnification obligations hereunder shall survive the e xpiration or terminat ion of this Lease. No twithstanding the generality of the foregoing, Tenant’s ob ligation to indemnify Lan dlord shall not extend to liability solely caused by the gross negligenc e or willful misconduc t of Landlord , it s office rs, employees or agents on the Lease Premises, or events or activities conducted by Landlord. The provisions of this Section 20 shall survive termination of this Lease for any reason.

21. INSURANCE.

21.1. Landlord's Insurance. At no cost t o Tenant, Landlor d may secure and maintain policies of insurance for the Lease Premises cove ring loss of or d amage to the Lease Premises with loss payable to La ndlord. Landlord shall no t be obligated to obtain ins urance for any of Tenant's trade fixtures, equipment, furnishings, machinery or oth er property. Such policies may provide protection against fire and extended coverage perils and such additional perils as Landlord deems suitable, and with such deductible(s) as Landlord shall deem reasonably appropriate. Tenant shall not be a beneficiary of any such policies.

21.2. Tenant's Insurance Requirements. Tenant, a t it s own co st and expense, shall provide and maintain insurance coverage as set forth in attached Exhibit D entitled “Insurance Requirements for Tenant.”

21.3. Waiver of Subrogation. Tenant agrees that in the event of loss arising out of any of the p erils for whi ch it ha s agreed to provide insu rance against, Tenant s hall look solely to its insure r for recovery. Tenant hereby grants to Landlord, on behalf of its insurers, a waiver of any right to subrogation which any such insurer of Ten ant may acquire against Landlord by virtue of the payment of any loss under such insurance.

21.4. Failure to Maintain Insurance; Proof of Compliance. If Tenant fails or refuses to procure or ma intain insurance require d by this Lease, or fails or refuses to f urnish Landlord with required proof that the insurance has been procured and is in full force and paid for, Landlord shall have the right but not the obligation, at Landlord’s sole election and on five (5) days ’ notice, to procur e and maintain such insurance. The premiums pa id by Landlord shall b e t reated as added Rent due fr om Tenant w ith interest at the rate of ten pe rcent (10%) pursuant to Section 3.4. Landlord shall give prompt notice of the paymen t of such premiums, stating the amounts paid and the names of the i nsurer or in surers, and interest shall run fr om the day of the notice.

Notwithstanding that Landlord may secure policies under this S ection, the failure o f Tenant to obtain and maintain ins urance under this Lease shall also constitute a material default by Tenant.

24. TENANT’S DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant (“Tenant’s Default”):

a. The failure by Te nant to make any payment of Monthly Base Rent or any oth er payment required to be m ade by Tenant hereunder, as a nd w hen d ue, where such fai lure shall continue for a period o f three (3) day s after writ ten no tice thereof by Landlord to Tenant.

b. A default under the Adjacent Property Lease.
66 01337.0020/954454.3 15

c. The failure of Tenant to provide insurance in accordance with Section 24.

d. Vacating or abandonment of the Lease Premises by T enant without p aying all Rent due under this Lease.

e. Assignment or subletting by Tenant without La ndlord’s cons ent as required by Section 20.

f. A f ailure b y Tenant to observe o r p erform a ny o ther covenants, cond itions or provisions of this Lease to be observed or per formed by Tenant , where s uch failure shall continue for a period of twenty ( 20) days after written notice thereof by Landlord to Te nant; provided, howe ver, that if t he nature o f the default involves such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such thirty (30) day period and thereafter diligently prosecutes said cure to completion.

g. The making by Tenant of any general assignment or general arrangement for the benefit of creditors, or the filing by or against Tenant of a petition to have Tenant adjudged a ba nkrupt, or a petition or reorganization or arrangement under any law relating to ba nkruptcy (unless, in the case of a pet ition filed agai nst Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take posses sion of subs tantially all of Tenant’s assets located in or about the Lease Premises or o f Tenant’s int erest in this Lease , wh ere possession is not restored to Tenant within thirty (30) day s; or the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located in or about the Lease Premises or of Tenant ’s interest in this Lease, where such seizure is not discharged in thirty (30) days.

Any notice required to be given by Landlord under this Section shall be in lieu of and not in additio n to any no tice requir ed under Sec tion 1161 of the C alifornia Code of C ivil Procedure.

25. REMEDIES ON TENANT’S DEFAULT. In the event of any such material de fault or breach by Te nant, Landlord may at any time ther eafter and without notice or dema nd and, without limiting Landlord in the exercise of a righ t or remedy Landlord may have by reason of such default or breach:

a. Terminate Tenant’s right to possession o f the Lease Premises by any lawful means, in w hich case this Lease shal l terminate and Te nant shall i mmediately surrender p ossession of the Lease Pr emises to Landlord. In s uch e vent, Landlord shall be entitled to r ecover from Tenant all damages incurred by Landlord by reason o f Tenant’s default includ ing, but n ot limited to, the cost of recovering possess ion o f the Lease Premi ses, expenses of reletting, in cluding necessary r enovation a nd alteration of the Lease Premises, for re asonable attorneys’ fees and costs, any real estate commission actually paid, or the worth at the tim e of award by the court having jurisdiction thereof of the amount by which the unpaid Rent for the ba lance of the Term after the time of su ch award exceeds the amount of suc h rental loss for the same period that Tenant prove s could be reason ably avoided. Unpaid installments of Rent or other sums shall 67 01337.0020/954454.3 16

bear interest from due date thereof at the rate of ten percent (10%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event Tenant shall have abandoned the Lease Premises, Landlord shall have the option of (1) tak ing possession of the Lea se Pr emises and recoveri ng fr om Tenant the amount specified in this subparagraph, or (2) proceed ing under the provisions of the following subparagraphs.

b. Maintain Tenant’s right to possession, in w hich case this Lease shall continue in effect whether or no t Tenant shall be entitl ed to enforce all of Landlord’s rights and remedies under this Lease, including the right to recover Rent as it becomes due hereunder.

c. Pursue any other re medy now or hereaf ter available to Landlord under the laws or judicial decisions of the State of Cali fornia. Furthermore, Tenant agrees tha t no election by Landlord as to an y rights or remedies a vailable he reunder or pursuant to any law or judicial decisions of the State of California shall be binding upon Landlord until the time of trial of any such action or proceeding.

d. All rights, privileges and elections or remedies of L andlord are cumulative and not alternative with all other rights and remedie s at law or in equity to the fullest extent permitted by law.

e. Tenant waives any right of redemption or reli ef fr om forfeiture under California Code of Civil Proc edure Sections 1174 and 1179, or under any other present or future law in the event Te nant is evicted and Landlord takes possession of the Premises by reason of a default.

26. LANDLORD'S RIGHT TO PERFORM . Notwithstanding anythi ng to the contrary set forth elsewhe re in this Le ase, in the event Tenant fails to perform any affirmative duty or obligation of Ten ant under this Lease, then within five (5 ) business days after written notice to Tenant (and without notice in case of an em ergency) Landlord may (but shall n ot be obligated to) perform such duty or obligation on Tenant's behalf, including, without limitation, the obtaining of insurance policies or governme ntal licenses, permits or approvals. Tenant shall reimburse Landlord upo n demand for the reasonable costs an d expenses of any such perform ance (including penalties, interest and attorneys' fees incurred i n connection therewi th). Such reasonable costs and e xpenses incurred by Landl ord shall be deemed additional rent hereunder.

27. LANDLORD’S DEFAULT. A failure by Landlord to ob serve or perform any covenants, conditions or provisions of th is Lease t o be observed or performed by Lan dlord, where such failure shall co ntinue for a period of thirty (30) days after written no tice th ereof by Tenant to Landlord; provided, however, that if the nature of the default involves such that more than thirty (30) days are reaso nably required for its c ure, then La ndlord shall not be deemed t o be in default if Landlord commences such cure within such thirty sixty (30) day period and thereafter diligently prosecutes said cure to completion (“Landlord’s Default”). Tenant shall not have th e right to offset any amounts against Rent.

28. WAIVER. The waiver by Landlord of any t erm, covenant or condition herein contained shall not be deemed to be a w aiver of such term, covenant o r co ndition on any su bsequent breach of the sa me or any other term, covenant or condition herein contained. Acceptance of late payment of Monthly Base Rent or additional Rent by Landlord shall not be deemed to be a 68 01337.0020/954454.3 17

waiver of a ny preced ing breac h by Te nant of any term, covenant or condition of this Lea se, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Monthly Base Ren t or Additional Rent.

29. TIME. Time is of the essence of this Lease and each and all of its provisions.

30. FORCE MAJEURE. A party’s failure to perform related to any cause beyond the Party’s reasonable contr ol including, without limitation, an y act of God, f ire, terrorism, quarantine, pandemic or other casualty or accident, pandemic, quarantine, strike, lock -out, factory shut - down or altercation, embargo, or riot (excluding all financial obligations) shall not be considered a Default hereunder. No prevention, delay, or stoppage of performance shall be excused unless: (a) the party notifies the other party within ten (10) days of s uch prevention, delay or stoppage that it is claiming excuse of its obligations under this Section 30; and (b) the party diligently takes all reasonable actions necessary to cure the prevention, delay or stoppage and the party effects such cure within a reasonable time.

31. SALE OF PRE MISES BY LANDLORD. In the event of any sale of the Real Property, Landlord shall be and hereby is entirely freed and relieved of all liability under any and all of the covenants and obligations contained i n or derived from this Lease ari sing out of any ac t, occurrence or omission occurring after the consummation of such sale. The purchaser, at such sale or any s ubsequent sale of the Real Proper ty, shall be deemed, with out any furt her agreements between the parties or their succe ssors in interest or between the parties and any such purchaser, to have assumed and agreed to carry o ut each and all of the co venants and obligations of Landlord under this Lease.

32. COMMISSION. Landlord and Tenant hereby warrant to each other that they h ave had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, and that they know o f no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemn ify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including wi thout limitation reasonable attorn eys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of a ny dea lings wit h an y real esta te broker or age nt, other than the Brokers, occurring by, through, or under the indemnifying party.

33. SUCCESSORS. Subject to the provisions of this Lease with respect to assignment and subletting, each a nd all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the successors of the respective parties.

34. NOTICES. Any notices, demands or communications under this Lease between the parties shall be in writing, and may be given by (i) personal service, (ii) overnight delivery, or (iii) mailing via United States mail, certi fied mail, postag e prepaid, retur n rece ipt requested (“ US Mail ”), addressed to each party as set forth below or such other address as may be furnished in writing by a party, and such notice or communication shall, if p roperly addressed, be deemed to have been given (a) as of the date so d elivered under delivery methods (i) or (ii) above, or (b) three (3) business days after deposit into the U.S. Mail.

69 01337.0020/954454.3 18

Tenant:

The Dutra Group
2350 Kerner Blvd Suite 200
San Rafael, CA 94901
Attn: _________

With a copy to: The Dutra Group
_____________________
_____________________
Attn: ________________

Landlord: Surplus Property Authority of Richmond
1322 Canal Blvd
Richmond, CA 94804
Attention: Port Director

With Copy to: Surplus Property Authority of Richmond
1322 Canal Blvd
Richmond, CA 94804
Attention: Authority Legal Counsel

35. ENTIRE AGREEMENT. This Lease contains the entire agreement between the parties.

No pr omise, repre sentation, warranty, or covenant not in cluded in this Lease has bee n or is relied on by eit her party. Each party has relied on his own examination of this L ease, the counsel of h is own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the Lease Premises or improvements, to read the Lease or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.

36. CONSTRUCTION. This Lease shall be construed according to its fair meaning a s i f prepared by both parties. Headings used in this Lease are provided for co nvenience only and shall not be used to construe meaning or intent.

37. INDEPENDENT CONTRACTOR. Neither Landlord nor any of its employees shall have any control over the manner, mode, or means by which Tenant’s agents or employees perform the services required herein, except as otherwise set forth herein. Landlord shall have no voice in th e selection, di scharge, sup ervision, or control of Tenant’s employees, servants, representatives, or agents, or in fixing thei r number, compensation, or hours of service. Tenant shall pe rform all s ervices required h erein as an independent contract or with o nly such obligations as are consistent with that r ole. Tenant shall not at any time o r in any manner represent that it or any of its agen ts o r emp loyees a re agents or emplo yees of Landlord.

Landlord shall not in an y way or for any purpose beco me or be dee med to be a par tner of Tenant in its business or otherwise, or a joint venturer or a member of any joint enterprise with Tenant.

38. ATTORNEYS’ FEES. In the event either party places the enforcement of this Lease, or any part of it, or the collection of any Rent due, or to become due, hereunder, or recovery of the possession of the Premises, in the hands of an attorney, or fi les sui t upon the same, the prevailing part y shall recover its reas onable attorneys' fees, costs and expenses, including those that may be incurred on appeal. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not suit i s filed or any suit that may be filed is pursued to decision 70 01337.0020/954454.3 19

or judg ment. The t erm "prevai ling party" shall include, without limitation, a p arty who substantially obtains or defeats the re lief sought, as the case may be, wh ether by judgment or the abandonment by the other party of its claim or defense; provided however, th e parties may agree to compromise or settlement in writin g, which compro mise or settlement may include a provision that each party is to bear their own attorneys’ fees and costs. The attorneys' fee award shall not be compute d in acc ordance with any court f ee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.

39. QUIET ENJOYMENT. Subject to Tenant’s payment of all R ent and performance of all covenants and obligations of Tenant under this Lease, Tenant shall have quiet possession and quiet enjoyment of the Lease Premises.

40. AUTHORITY. Each individual executing this Lease on behalf of Tenant represents and warrants that he or she is fully authorized to execute and deliver this Lease on behalf of Tenant and that this Lease is binding upon Tenant in accordance with its terms.

41. GOVERNING LAW. This Lease shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.

42. JURISDICTION. If any legal action is necessary to enforce the terms and conditions of this Lease, the parties agree that a court of competent jurisdiction in the County of Contra Costa shall be the sole venue and jurisdiction for the bringing of such action.

43. SEVERABILITY. If an y paragraph, section, sentence, cla use, or phrase contained in this Lease shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of com petent jurisdiction to be i llegal, null or void, against public policy, or o therwise un enforceable, th e remaining paragraphs, section s, sentences, clauses or phrases contained in the Lease shall not be affected thereby.

44. AMENDMENT OR MODIFICATION. Any modification or amendment of any provision of this Lease must be in wri ting and bear the signature of the duly authorized represe ntatives of both parties.

45. COUNTERPARTS. This Lease may be executed in any number of counterparts, each of which shall be deeme d an original but all of whi ch shall be de emed b ut one a nd the same instrument, and a facsimile copy of such execution shall be deemed an original.

46. NO ELECTRONIC EXEC UTION. This Lease m ay not be executed electronically because it needs to be recorded and electronic ally executed documents are not acceptable by the Office of the County Recorder.

47. EXHIBITS. Exhibits A, B, C, and D attached hereto is incorporated herein by reference.

[SIGNATURES ON FOLLOWING PAGE]

71 01337.0020/954454.3 20

NOW, THEREFORE, the p arties here to have entered into the Lease as o f the Lease Date.

TENANT: LANDLORD:

THE DUTRA GROUP,
a California corporation

By: _______________________
Harry K. Stewart
Chief Executive Officer

By: _______________________
Molly F. Jacobson
Secretary

SURPLUS PROPERTY AUTHORITY OF

THE CITY OF RICHMOND,
a public body corporate and politic

By: _____________________________
Shasa Curl, Executive Director

Dated: ________________, 2024

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

By: _____________________
David J. Aleshire
Authority Counsel

72 01337.0020/954454.3 1

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY

That certain real property in the City of Richmond, County of Contra Costa, State of Cali fornia legally described as follows:

73 01337.0020/954454.3 1

EXHIBIT B

DEPICTION OF PREMISES
Area outlined in green below is the Premises

Area
outline in
red is the
Adjacent
Property
74 01337.0020/954454.3 1

EXHIBIT C
TENANT’S OFFSITE MARINE CONSTRUCTION AND DREDGING OPERATIONS

TO BE COMPLETED PRIOR TO EXECUTION

75 01337.0020/954454.3 1

EXHIBIT D

TENANT INSURANCE REQUIREMENTS
76 01337.0020/954454.3 2

77 01337.0020/954454.3 3

78 01337.0020/954454.3 1

STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )

On _________________, 2024 before me, ___________________________, a notary public, personally appeared _______________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and a cknowledged t o me t hat h e/she/they e xecuted t he same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY und er the laws of the State of C alifornia th at the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_________________________________________
Notary Public

SEAL:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is at tached, and not the truthfulness, accuracy or validity of that document.
79 01337.0020/954454.3 1

STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )

On _________________, 2024 before me, ___________________________, a notary p ublic, personally appeared ___________ ____________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the wit hin instru ment and ack nowledged to me t hat he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_________________________________________
Notary Public

SEAL:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the documen t to which this certificate is a ttached, and not the truthfulness, accuracy or validity of that document.
80

February 27, 2024

City Attorney's Office

DATE: February 27, 2024
TO: Mayor Martinez as the President of the Board of the Richmond Surplus Property Authority and its Board
Members
FROM:

Dave Aleshire, Counsel for the Richmond Surplus
Property Authority

Subject:

Ratification of SPA leases at PPMT
FINANCIAL IMPACT: None.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

Lease agreements involving property owned by SPA
require SPA Board approval or authorization. During
certain periods of its existence the SPA did not hold
regular meetings, and certain agreements and leases
were instead approved by the City Council. The purpose
of this action is for the SPA Board to ratify these past agreements and update them under the statutes of the
State of California.

RECOMMENDED ACTION:

ADOPT a resolution ratifying and approving lease
agreements of certain property owned by the Surplus
Property Authority that were previously approved by the City Council of the City of Richmond.

AGENDA
REPORT
81

February 27, 2024

DISCUSSION:

A. Background
On June 12, 1967 the City Council adopted Ordinance No. 218 N.S. to establish the Surplus Property Authority for the City of Richmond (the “Authority”). The Authority was established as a vehicle to initially acquire Shipyard No. 3 property from the Federal Government located within the Port of Richmond. The Authority has since operated under State law as a public corporation for the primary purpose of acquiring and leasing property within the Port of Richmond . The Authority now owns 146.77 acres subject to some 13 Leaseholds with three of the properties vacant.

While the Authority remains legally distinct from the City, the board of commissioners for the Authority (the “Board”) share the same members as the City Council, with the president of the Board being the Mayor of the City of Richmond. The Board has authority to exercise all powers on behalf of the Authority, including the authority to sell, lease, exchange, transfer, assign, or otherwise dispose of real or personal property or any interest in such property.

Meetings of the Board are subject to the Ralph M. Brown Act under California Government Code Section 54950 et seq., (“Brown Act”) and must be duly noticed and open to the public. In addition, any ordinance, resolution, or motion of the Board requires affirmative votes from at least a majority of the Board members and such votes must be entered upon the minutes of the Board where an action is taken with less than a unanimous vote.

Attached as Attachment 1 is a map showing all properties owned by the SPA. Attachment 2 is a Table showing when the current leases of the SPA were entered into, and amended and extended, their terms, and who executed them. These leases were generally listed on agendas of the City Council which were noticed and acted upon in accordance with the Brown Act and regular Council procedures.

B. Authority of Officers
Reviewing the Authority’s organizing document, we reviewed Resolution 1 adopted July 10, 1967 which besides (in Section 6) appointing the Mayor as Chairman of the Authority and the Councilmembers as Commissioners, it made the City Manager of the City the Manager for the Authority, and the City Attorney of the City the Attorney of the Authority.

Moreover, in Section 3 it went on to state:
“3. . . . Insofar as practicable, the business of the Board shall be conducted in accordance with rules and procedures adopted by the Council of the City of Richmond.”
We have found no separate Bylaws or other procedures specific to the Authority, but the early meetings show active participation by the City Manager, presenting staff reports and 82

February 27, 2024
recommendations and entering debate and discussion, as well as the City Attorney providing legal opinions and advice. The conduct of these officers was consistent with Section 3.

C. Inactivity by Board
During certain periods of its existence, there were formally noticed and conducted agendas of the SPA, similar to how the Housing Authority meetings are currently conducted. However, that was not always the case; sometimes the City Council agenda stated that the City Council also served as Surplus Property Authority or Joint Powers Finance Authority, but there was no distinct SPA agenda.

The issue has been posed that the City practice of not having a separate agenda is not adequate under the Brown Act. The failure to post separate agendas can create legal confusion even though the Council members and Board commissioners are the same.

The authorization or approval of any such lease agreements involving property owned or controlled by the Authority must be authorized or approved by the Board at duly noticed Board meetings. If the capacity in which the members are acting is not d istinct, it can leave the record of their actions unclear. As such, there is a need to clarify the Authority’s process for future agendas and also to clarify its past actions . The Board needs to convene at a duly noticed meeting to approve and ratify prior agreements for the lease of certain property owned by the Authority, as listed within Attachment 2 to this report, that received approval, authorization, or were executed by City Council at duly noticed Council meetings rather than receiving approval by the Board at duly noticed Board meetings.

D. Legal Principles Supporting Ratification
The City Attorney has based the foregoing recommendation that the Board ratify the leases and other actions of the City Council which was acting as t he Surplus Property Authority as shown in Attachment 2. These leases are longstanding and currently in effect, some enacted as long ago as 1993 and 2004 and running as long as to 2043.

Except in one instance, in all of these cases, the tenants are current in their lease payment obligations and there is no current litigation. In one case, there is ongoing litigation but the Authority is not contesting the validity of the initial lease.

There are several legal bases that support the ratification of these leases and the legality of the Authority’s actions in the Resolution. The good faith of the tenant’s actions, the detrimental reliance on the representations and estoppel would be arguments to prevent the Authority from now denying the validity of the leases on behalf of tenants who are fully performing their obligations.

Additionally, three times each year the State legislature adopts what is known as the “Validating Statutes” and the most recent one was adopted June 29, 2023 (SB 879) validating the organizat ions, acts and proceedings of, among other entities, local cities 83

February 27, 2024
and agencies, but with certain limitations. The limitations prohibit the validation of (i) acts not constitutional, (ii) acts being legally contested and now pending, and (iii) any act previously determined to be illegal, void or ineffective.

These acts are uncodified, two of which are typically urgency measures that validate the organization, boundaries, acts, proceedings, and bonds of the state and counties, cities, and specified distr icts, agencies and entities. These measures may be used to cut off challenges to local legislative acts and to establish a presumption of validity. See Miller v McKenna (1944) 23 C2d 774, 781 (validity of tax proceedings; effective date of validating act); People ex rel Amestoy Estate Co. v Van Nuys Lighting Dist. (1916) 173 C 792, 797. (See Municipal Law Handbook, section 13.188.) However, there are few cases that have interpreted the scope of the legislative acts that may be validated pursuant to the Validating Act.

However, the cases that have applied this validation legislation have held these Validating Acts are intended to cure all defects resulting from a failure to comply with provisions which are merely directory of the mode of the exercise of th e power. But defects and omissions which go to the jurisdiction of the Public Body to act at all, and which make their action absolutely void, cannot be cured in this manner.

As our purpose here is not to create jurisdiction in the Authority but merely to cure defects to comply with directory authorities, we believe in addition to the other authority cited, this is a property use of the Validating Statutes.

E. Conclusion: Recommendation
It appears that while the Authority’s early procedures were very formal, though the written procedures were not extensive as they relied on the City’s procedures, but after some time, gradually the Authority agenda process became relaxed. However, its many significant tenants relied in good faith on the Authority’s procedures. In light of the Validating Statutes and other authorities, Staff therefore requests that the Board for the Authority approve a resolution to ratify all prior agreements contained in Attachment 2 that received approval, authorization, or execution from or by City Council.

DOCUMENTS ATTACHED:

Attachment 1 – Map of Point Potrero Marine Terminal with Tenants listed in Attachment 2 Highlighted
Attachment 2 – Port Leases Owned by SPA that were Approved or Executed by City Council
Attachment 3 – Resolution of the Board of the Richmond Surplus Property Authority Ratifying Prior Lease Agreements

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01.15.21 NONE
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VACANT

VACANT VACANT
85 Tenant
Site Description
Address
APN
Lease Start Date
Lease Expiration
Term
Alcatraz Cruise
Point Potrero Marine Terminal
(PPMT): Basin 4 & half of Basin 3
560-320-017-0
10/15/2021
10/14/2026
10/15/2021-10/14/2026 with two 5 year extension options (2036)
Auto Warehousing Company
Point Potrero Marine Terminal
(PPMT): 1311 Canal Blvd
1311 Canal Blvd
560-320-016-2
and
560-320-017-0
1/1/2004
6/30/2025
01/01/2004-01/01/2009 with one 5 year extension. Second amendment - 05/19/2009-2025 (2) 5-year extensions. (effected lease date started when lease was active) MAG commenced July 1,2010
Dutra Group
Point Potrero Marine Terminal
(PPMT): Basin 2
560-320-017-0
6/1/2017
5/31/2027
06/01/2017-05/31/2022 with one 5 year extension option
Dutra Group
Point Potrero Marine Terminal
(PPMT): Vertical Structure/Parking
Area
1319 Canal Blvd
560-320-017-0
6/1/2017
5/31/2027
06/01/2017-05/31/2022 with one 5 year extension option
Foss Maritime
Point Potrero Marine Terminal
(PPMT): Finger Pier 2
1316 Canal Blvd
560-320-017-0
10/1/2012
2/28/2028
10/01/2012-09/30/2017. First Amendment relocation Basin 5 to Basin 1; Second amendment - 02/28/28
Marine Spill Response Corporation (MSRC)
Point Potrero Marine Terminal
(PPMT): Finger Pier 1
1314 Canal Blvd
560-320-017-0
1/1/1993
6/30/2043
01/01/1993-06/30/2003 with four 5 year extension options 1st Amendment to the lease 2023-2043
Northland Nautical
Point Potrero Marine Terminal
(PPMT): Basin 5
560-320-017-0
9/15/2021
9/14/2026
09/15/2021-09/14/2026 with two 1 year extension options NRC Environmental Service
Point Potrero Marine Terminal
(PPMT): Basin 3
1337 Canal Blvd
560-320-017-0
10/1/2017
9/30/2027
10/01/2017-09/30/2022 with one 5 year extension option
Richmond Museum Association - Red Oak
Point Potrero Marine Terminal
(PPMT): Basin 5
1337 Canal Blvd
560-320-017-0
5/1/2013
4/30/2033
05/01/2013-04/30/2018 with three 5 year extension options Rigger's Loft Winery
Point Potrero Marine Terminal
(PPMT): Riggers Building
1317 Canal Blvd
560-320-016-2
1/15/2015
12/31/2034
01/15/2015-12/31/2034 with two 5 year extension option
VACANT
Point Potrero Marine Terminal
1324 Canal Blvd
560-320-016-2
VACANT
Point Potrero Marine Terminal
(PPMT): Cafeteria Building
1333 Canal Blvd
560-320-017-0
VACANT
Point Potrero Marine Terminal
(PPMT): Basin 1
560-320-017-0
*PPMT: Point Potrero Marine Terminal

SPA LEASES EXECUTED BY CITY
86 Reso No.

RESOLUTION NO._____

A RESOLUTION OF THE BOARD OF THE RICHMOND SURPLUS PROPERTY

AUTHORITY RATIFYING PRIOR LEASE AGREEMENTS AND FINDING

THEM VALID LEASES OF THE AUTHORITY AND ADOPTED IN

ACCORDANCE WITH PROCEDURES OF THE CITY OF RICHMOND

WHEREAS, pursuant to California Government Code Section 40500 et seq., the Richmond Surplus Property Authority (the “Authority”) was established by Ordinance 218 N.S. adopted by the City Council of the City of Richmond on June 12, 1967.

WHEREAS, pursuant to Government Code Section 40531, the governing Board of the Authority (the “Board”) is composed of the members of the City Council of the City of Richmond (the “City Council”);

WHEREAS, pursuant to Government Code Section 40532, on July 10, 1967 the Board adopted Resolution No. 1 to appoint the Mayor of the City of Richmond to serve as the President of the Board; and appointed the City Manager to serve as Authority Manager (“Manager”) and City Attorney to serve as Authority Attorney (“Attorney”)

WHEREAS, pursuant to Government Code Section 40555, the Mayor of the City of Richmond acting within their capacity as the President of the Board has authority to sign all contracts on behalf of the Authority; and

WHEREAS, pursuant to Government Code Section 40564, the Authority has the power to execute contracts and, pursuant to Government Code Section 40567, the Authority may sell, lease, exchange, transfer, assign, or otherwise dispose of real or personal property or any interest in such property; and

WHEREAS, in accordance with SPA Resolution 1 Section 3, the Board shall conduct all business of the Authority in accordance with the rules and procedures adopted by the Council of the City of Richmond; and

WHEREAS, the lessees of the leases are generally carrying out the terms of their leases faithfully and under legal principles of reliance and estoppel, and in accordance with the State of California Validating Statutes which validate the acts and procedures of cities and other local agencies, the Authority adopts any actions to approve the Authority leases in Exhibit A as approved by the Authority; and

WHEREAS, the execution of leases for certain property owned by the Authority were previously authorized or approved at duly noticed meetings of the City Council, or joint meetings of the Authority and the City Council, wherein such leases were authorized or approved by the City Council acting within their capacity as such and under authority of the Charter; and
87 Reso No.

WHEREAS, there is a need for the Board to approve and ratify leases for certain property owned by the Authority that were previously approved by the City Council as the authority to approve such leases rests with the Authority’s Board as the owner of the leasehold interest.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF THE
RICHMOND SURPLUS PROPERTY AUTHORITY AS FOLLOWS:

1. The Board hereby finds and determines that the foregoing recitals are true and correct.

2. The execution, delivery, and implementation of the property leases, amendments, and agreements described in Exhibit A attached to this Resolution (collectively, the “Ratified Agreements”), and the rights and obligations of the Authority as lessor or landlord under the Ratified Agreements are hereby approved, confirmed, and ratified in all respects.

3. All actions taken by the Authority, its President, its Executive Director, its officers, or their respective designees with respect to the Ratified Agreements prior to the date of this Resolution are hereby approved and ratified in all respects.

4. All actions taken by the City Council, the Mayor of the City of Richmond, or the City Manager of the City of Richmond, or their respective designees with respect to the Ratified Agreements prior to the date of this Resolution are hereby approved and ratified in all respects, and the Board confirms that such actions shall be deemed the actions of the Authority.

5. With respect to all Ratified Agreements, all provisions of such Ratified Agreements, including terms and other similar matters, shall be measured from the dates such were originally entered into, and nothing herein shall change any provision of the Ratified Leases from how it has been previously understood and applied by the parties.

6. The Board hereby authorizes the Mayor of the City of Richmond in their capacity as the President of the Board and by Manager and Attorney, to take all actions and execute all instruments necessary to implement the intent of this Resolution.

7. Actions by all officers of Authority must be taken in accordance with the City Charter and all rules and procedures of the City in accordance with SPA Resolution 1, Section 3.

8. In accordance with City Charter, Art. IV, Section 3, the City Attorney has authority to initiate and prosecute all legal actions on behalf of the Authority, including lessees that are in default of their lease terms.

88 Reso No.

*******************************
I certify that the foregoing resolution was passed and adopted by the Board of the Richmond Surplus Property Authority at a duly noticed m eeting thereof held on ______, 2024, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

Clerk of the Board

Approved:

President

Approved as to form:

City Attorney

89 Reso No.

Exhibit A

RATIFIED AGREEMENTS

90 Tenant
Site Description
Address
APN
Lease Start Date
Lease Expiration
Term
Alcatraz Cruise
Point Potrero Marine Terminal
(PPMT): Basin 4 & half of Basin 3
560-320-017-0
10/15/2021
10/14/2026
10/15/2021-10/14/2026 with two 5 year extension options (2036)
Auto Warehousing Company
Point Potrero Marine Terminal
(PPMT): 1311 Canal Blvd
1311 Canal Blvd
560-320-016-2
and
560-320-017-0
1/1/2004
6/30/2025
01/01/2004-01/01/2009 with one 5 year extension. Second amendment - 05/19/2009-2025 (2) 5-year extensions. (effected lease date started when lease was active) MAG commenced July 1,2010
Dutra Group
Point Potrero Marine Terminal
(PPMT): Basin 2
560-320-017-0
6/1/2017
5/31/2027
06/01/2017-05/31/2022 with one 5 year extension option
Dutra Group
Point Potrero Marine Terminal
(PPMT): Vertical Structure/Parking
Area
1319 Canal Blvd
560-320-017-0
6/1/2017
5/31/2027
06/01/2017-05/31/2022 with one 5 year extension option
Foss Maritime
Point Potrero Marine Terminal
(PPMT): Finger Pier 2
1316 Canal Blvd
560-320-017-0
10/1/2012
2/28/2028
10/01/2012-09/30/2017. First Amendment relocation Basin 5 to Basin 1; Second amendment - 02/28/28
Marine Spill Response Corporation (MSRC)
Point Potrero Marine Terminal
(PPMT): Finger Pier 1
1314 Canal Blvd
560-320-017-0
1/1/1993
6/30/2043
01/01/1993-06/30/2003 with four 5 year extension options 1st Amendment to the lease 2023-2043
Northland Nautical
Point Potrero Marine Terminal
(PPMT): Basin 5
560-320-017-0
9/15/2021
9/14/2026
09/15/2021-09/14/2026 with two 1 year extension options NRC Environmental Service
Point Potrero Marine Terminal
(PPMT): Basin 3
1337 Canal Blvd
560-320-017-0
10/1/2017
9/30/2027
10/01/2017-09/30/2022 with one 5 year extension option
Richmond Museum Association - Red Oak
Point Potrero Marine Terminal
(PPMT): Basin 5
1337 Canal Blvd
560-320-017-0
5/1/2013
4/30/2033
05/01/2013-04/30/2018 with three 5 year extension options Rigger's Loft Winery
Point Potrero Marine Terminal
(PPMT): Riggers Building
1317 Canal Blvd
560-320-016-2
1/15/2015
12/31/2034
01/15/2015-12/31/2034 with two 5 year extension option
VACANT
Point Potrero Marine Terminal
1324 Canal Blvd
560-320-016-2
VACANT
Point Potrero Marine Terminal
(PPMT): Cafeteria Building
1333 Canal Blvd
560-320-017-0
VACANT
Point Potrero Marine Terminal
(PPMT): Basin 1
560-320-017-0
*PPMT: Point Potrero Marine Terminal

SPA LEASES EXECUTED BY CITY
91

February 27, 2024

City Council

DATE: February 27, 2024
TO: Mayor Martinez and Members of the City Council
FROM:

Vice-Mayor Claudia Jimenez and Councilmember Gayle
McLaughlin
Subject:

Traffic Calming Program
FINANCIAL IMPACT: City Council already allocated $1.2 Million to complete 18 traffic calming projects

PREVIOUS COUNCIL
ACTION:

In November 2022, the City Council approved the first 18 projects from the traffic calming program and allocated $1.2M towards the competition of those projects.

STATEMENT OF THE
ISSUE:

Provide City Council and members of the public with an
updated status report for traffic calming projects that have been approved and funded.

RECOMMENDED ACTION:

DIRECT the Public Works Director and staff to present
on the 18 approved Traffic Calming Projects at the
March 5, 2024, City Council Meeting. The presentation
must include for each project: the project’s current phase and anticipated timeline for project completion – Vice
Mayor Claudia Jimenez (510-620-6565) and
Councilmember Gayle McLaughlin (510-620-6636).

DISCUSSION:

Traffic calming is of the utmost importance to our community. Implementing traffic calming measures can reduce traffic speed, reduce motor-vehicle collisions, and improve safety for all community members. It is vitally important that the City Council and the public are kept up to date on the status of projects that have been approved.

AGENDA
REPORT
92

February 27, 2024
In November 2022, the City Council approved 18 traffic calming projects and allocated $1.2 million for the projects. We would like a detailed update on where each of the projects is and when Public Works expects to complete each of them.

DOCUMENTS ATTACHED:

None
93

February 20, 2024

Community Development

DATE: February 20, 2024
TO: Mayor Martinez and Members of the City Council
FROM:

Lina Velasco, Director of Community Development
Jesus M. Morales, Housing Manager
Subject: Amendment No. 1 with Housing Consortium of the East Bay (HCEB)
FINANCIAL IMPACT: The costs associated with the proposed contract amendment will be funded using the City’s $4.8 million
Encampment Resolution Funding received from the
California Interagency Council on Homelessness (Cal
ICH) (Account String: 15061219-400201-16G07).

Therefore, this contract will not have an impact on the City’s General Fund.

PREVIOUS COUNCIL
ACTION:

December 5, 2023

STATEMENT OF THE
ISSUE:

On December 5, 2023, the City Council approved a
$279,890 contract with Housing Consortium of the East
Bay (HCEB) to provide Case Management and Client
Care Services for the Castro Encampment Resolution
Project. City staff is seeking City Council approval of Contract Amendment No. 1 to add two additional case
managers and two housing navigators to assist former
Castro residents to secure permanent housing.

RECOMMENDED ACTION:

APPROVE Contract Amendment No. 1 with Housing
Consortium of the East Bay (HCEB) to increase the
contract by $172,000 to add two additional case
managers and two housing navigators to support former
Castro Encampment residents, for a total not-to-exceed
contract amount of $451,890, for a term through June 30, 2024, to be funded using the City’s Encampment
Resolution Funding Round 1 – Community Development
Department (Lina Velasco/Jesus Morales 510-620-6649).

AGENDA REPORT
94

February 20, 2024
DISCUSSION:

On December 5, 2023, the City Council approved a $279,890 contract with Housing Consortium of the East Bay (HCEB) to provide Case Management and Client Care Services for the Castro Encampment Resolution Project. City staff is seeking City Council approval of a Contract Amendment No. 1 to add two additional case managers and two housing navigators to assist former Castro encampment residents to secure permanent housing by June 30, 2024.

Summary of Castro Encampment Resolution Project (CERP)

The Castro Encampment Resolution Project (CERP) encompasses a two-year plan to deliver an array of supportive services to individuals currently living in the 2.66-acre vehicle encampment near Castro and Hensley Streets. The first phase was to transition all residents from the Castro encampment by June 30, 2023, into emergency, transitional, or permanent housing. All residents were transitioned out of the encampment by June 30, 2023, into temporary, transitional, and/or temporary housing based on their individual needs and willingness to accept housing options offered. The CERP has about 23 residents that have not secured permanent housing, so additional attention is needed for this group while also providing case management services to those with housing who are still working to be self-sustaining. Ideally, each case manager should have no more than 15-20 people on their caseload. Currently, each case manager has almost 35 people.

The proposed contract amendment would increase the case managers from two to four and add two new housing navigators. City staff is noticing that additional case managers are needed to adequately support Castro residents to ensure they can become self-sustaining.

Summary of Competitive Bidding Process

HCEB was selected via a competitive bidding process beginning with a Request for Proposals (RFP) via BidsOnline. The RFP was sent to 503 potential vendors and the RFP was downloaded by 21 prospective bidders. Four vendors submitted proposals.

HCEB was the most qualified respondent to perform the services for the Case Management and Client Care Liaison Services for the Castro Encampment Resolution Project.

City staff recommends approving the proposed Contract Amendment No. 1 to the contract with HCEB to add additional case managers and two housing navigators for a total not-to-exceed contract amount of $451,890, for a term through June 30, 2024, to be funded using the City’s Castro Encampment Resolution Funding Round 1. These additional services are needed to ensure case management services are readily available for former Castro Encampment residents to retain housing and connect to services to ensure wellness, wellbeing, and becoming self-sustainable.

95

February 20, 2024
DOCUMENTS ATTACHED:

Attachment 1 – Amendment No. 1
Attachment 2 – Executed Standard Contract
96 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.

97 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.

98 Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:

"2. Term. The effective date of this Contract is

____________________________________________________________ (Insert original contract commencement date)

and it terminates

___________________________________________________.
(Insert new contract termination date)

unless sooner terminated as provided herein."

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

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

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

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

Contract Amendment/EJ/TE 9-26-07

99 Exhibit A
Scope of Work
Case Management, Client Care Liaison Services, and Housing Naviga�on

Contractor shall, to the sa�sfac�on of the City’s Community Development Department, perform the following services and be compensated as outlined below. The City reserves the right to adjust the Service Specifica�ons, Timeline, and Project Outcomes of the Contractor as the Project’s performance is regularly evaluated.

Program Structure
The case management program will be staffed by a team of experienced case managers, a Client Care Liaison who will work collaboratively with clients, families, and healthcare and other service providers to develop and implement a care plan, and Housing Navigators to support clients in securing permanent and/or alterna�ve housing (such as transi�onal housing, long- term medical care, mental health or substance use programs). Services will be trauma- informed, u�lizing Cri�cal Time Interven�on strategies. To be effective, Case Managers should exhibit the following characteristics.

Empathy and Compassion - Possess a high level of empathy and compassion to truly understand the challenges and experiences of the chronically unhoused individuals they are working with.

Active Listening: Create a safe and non-judgmental environment where individuals feel heard and understood.

Housing Navigation Expertise: Housing Navigators need to be well-versed in housing resources, programs, and policies specific to their region.

Resourcefulness: Be resourceful in connecting individuals with various community resources, including shelters, transitional housing programs, subsidized housing, and supportive services.

Career Development and Job Placement Skills: Case Managers should possess knowledge and experience in employment development, including career counseling, resume writing, interview skills, and job search strategies.

Problem-Solving and Advocacy: Skilled in problem-solving, finding creative solutions, and advocating on behalf of their clients to overcome barriers related to housing and employment.

Cultural Competence: Be culturally competent and sensitive to the diverse backgrounds and experiences of the individuals they serve.

100
Collaboration and Teamwork: Possess good teamwork and collaboration skills to ensure a coordinated and holistic approach to support the individual's needs.

Documentation and Organization: Be proficient in maintaining organized records and data management systems to track the individual's journey towards stable housing and employment.

Self-Care and Resilience: Priori�ze self-care and prac�ce resilience strategies to prevent burnout and maintain their own well-being.

The program will utilize a client-centered approach, which means that clients will be involved in every step of the process, from assessment to care planning and monitoring. The program should also be designed to be flexible, so that the care plan can be adjusted as needed to reflect changes in the client's needs and goals.

The case management program shall provide a range of services, including:

Assessment and care planning: A comprehensive assessment will be conducted to determine the client's needs and goals. A care plan will be developed based on the assessment, and the client will be involved in every step of the process.

Coordination of services: The case management team shall coordinate services across multiple providers to ensure that clients receive the right care at the right time and in the right place.

The team will work with healthcare providers, community organizations, and other stakeholders to ensure that clients receive the support they need.

Education and support: The case management team shall provide education and support to clients to help them navigate the healthcare system and access resources that can support their recovery. This may include education on medication management, healthy lifestyle choices, and healthy eating.

Monitoring and evaluation: The case management team shall monitor client progress and adjust the care plan as needed to ensure that clients are achieving their goals. Regular evaluation will be conducted to ensure that the case management services are meeting the clients’ goals and objectives.

Employment: The case management team shall provide direction and support to clients to help navigate the job market.

Services Detail

Case Management Services
• Provide assessment and case management services that are tailored to the needs of each client.
101
• Develop and implement a comprehensive and personalized care plan for each client • Maintain a caseload of 20-30 people/case manager and up to 15 people for the program supervisor.
• Meet with clients where they are on a regular schedule, at a minimum bi-weekly, to ensure continuity of services.
• Coordinate services across multiple service providers and ensure that clients receive the right care at the right time and in the right place.
• Provide education and support to clients to help them navigate the healthcare system and access resources that can support their health and wellbeing. • Provide education and support to clients to direct them to detox and stay clean programs. • Provide direction and support to clients to help them navigate the job market, gain employment, and develop good work habits.
• Provide direction and support to clients to help them obtain needed documentation for SSI, Cal Fresh, Unemployment benefits, County assistance, and any other eligible or available programs.
• Monitor client progress and adjust the care plan as needed to ensure that clients are achieving their goals.

Program Tracking and Outcome Measurement
• Maintain Client and program records in accordance with applicable standards and regulations, grant requirements, etc. Ensure Client files are complete, accurate, and up to date according to the file content checklist and accurately entering screening, assessment, program eligibility information, and case notes into HMIS within three (3) business days after meeting with the client.
• Provide accurate, complete, and timely data and reports to the Housing Manager and Project Manager on a bi-weekly basis or as requested.

Collaboration and Communication
• Participate in the Coordinated Entry System, as appropriate. • Attend weekly case consultation meetings.
• Meet weekly with the Housing Manager and Project Manager to exchange pertinent information, provide ongoing updates, and share concerns or issues encountered. • Communicate appropriately as needed with probation officers, social workers and other care providers, and family members.
• Maintain a high level of ethical conduct regarding privacy and confidentiality, dual- relationships, and professional stature.
• Serve as a liaison for the Housing Division conveying needs, requirements, and expectations related to Case Management Services for Clients. • Stay current and knowledgeable about community resources, referrals, and service linkages to support client needs

102
Client Care Liaison Services

The Client Care Liaison posi�on is designed to elevate the overall well-being and housing sustainability of clients by assis�ng them in furnishing their homes, ensuring accessible transporta�on, coordina�ng food provisions, and managing light administra�ve du�es.

Furnishing Support
• Provide support to residents transi�oning into housing. • Collaborate with Housing Naviga�on Team, Case Managers, and client to assess furnishing needs for client homes, including everyday cleaning, and personal items. • Priori�ze client preferences and cultural sensi�vi�es during the selec�on of furnishings. • Coordinate the smooth delivery and installa�on of furniture and goods within client homes.
• Establish connec�ons with local organiza�ons, businesses, and community members to procure and arrange delivery of essen�al furniture and household items. • Help in obtaining storage solu�ons for a limited dura�on (not longer than 6 months) to allow client to transi�on quickly.
• Assist client in evalua�ng stored belongings, if any, to work toward elimina�ng storage use, and maintain tenancy if hoarding is an issue.

Transportation Assistance
• Assist clients in accessing transportation to vital resources, employment, medical appointments, and client engagement activities, utilizing various transportation options, including Richmond Moves, paratransit services, bus, Clipper Cards, etc. • Cultivate partnerships with local transportation service providers and volunteers to ensure reliable travel options.
• Adapt transportation options based on clients' evolving needs to foster independence.

Food Access
• Work with clients to help them make grocery orders, using their CALFRESH and other resources, through shopping apps.
• Facilitate access to free food resources, such as food pantries and distribution programs. • Support clients in addressing concerns related to orders and deliveries. • Support case management goals around nutri�on and healthy ea�ng.

Light Administrative Duties
• Guide clients in completing essential administrative tasks, such as form submissions, applications, and paperwork.
• Maintain detailed records of client interactions, services rendered, follow up items, and outcomes.
• Foster regular communication with the Housing Manager and Project Manager by providing updates on progress and obstacles.
• Actively engage in team meetings, contributing valuable insights to enhance program 103
effectiveness.

Housing Naviga�on

Provide Housing Naviga�on services for individuals currently residing in Richmond, CA. Services to be provided by HCEB include Administra�on of Housing First Rapid Rehousing Efforts, Iden�fica�on and Administra�on of Poten�al Housing Partners, and Housing Naviga�on.

A. SERVICES DETAIL
Program Specifics
Housing Naviga�on services include:
• HMIS entry and update
• Document Readiness: Assist par�cipants in obtaining all necessary documents for housing programs and housing applica�ons.
• Housing Plan prepara�on
• Housing appointment support, as necessary
• Housing search ini�a�on and support
o 1 on 1 support
o Facilitate group workshops on housing search strategies and resources • Family/friend reunifica�on, shared housing, transi�onal housing o Establish a list of non-transi�onal housing resources, including eligibility, length of stay, program rules, etc.
o Assess eligibility for transi�onal housing opportuni�es and make matches • Establish a�ercare plans and “warm handoffs” for par�cipants as they leave the program and connect to other community-based services.
• Housing flex fund administra�on (Castro Housing Trust Fund, in collabora�on with the City of Richmond)
Staffing/Program Oversight
• Program Manager will supervise the HCEB team and provide par�cipant-facing services as outlined above. The Program Manager will be an exempt posi�on, allowing maximum flexibility of work schedule to best meet the needs of program par�cipants. • The Housing Navigator will provide par�cipant-facing services as outlined above. a. Engagement Services to be provided by the Contractor i. Build trus�ng rela�onships and develop a rapport that leads to acceptance and openness to receiving or seeking housing naviga�on services ii. Inform par�cipants of housing opportuni�es
iii. Atend program mee�ngs for par�cipants to introduce services and highlight par�cipant success stories
iv. Manage flexible funds designed to assist clients with expenses related to vehicle issues (e.g. emergency repairs, registra�on, etc).
104
C. SERVICE OBJECTIVES AND REPORTING

1. Contractor shall meet the following Outcome Objec�ves a. One hundred percent of program par�cipants will receive Housing Naviga�on Services b. One hundred percent of program par�cipants will receive referrals to available housing and shelter op�ons

2. Repor�ng
a. Reports shall be submited electronically by Contractor on a weekly basis on Friday of each week.
b. Reports shall be submited to Vanessa Calloway, Way2Love. c. Reports will include the following:
i. Total number of program par�cipants receiving housing naviga�on services during repor�ng period
ii. Total number of landlord contacts during repor�ng period iii. Number of par�cipants who exited to housing or shelter during the period since the previous report, and cumula�vely with outcomes for each iv. Housing Trust Funds disbursed during repor�ng period, including amount and purpose of payments
v. Housing Trust Funds disbursed over program period, with running balance of funds remaining

TimeLine
Tasks Time/Month
Review client list with City Staff and the Castro Encampment Resolution Project Manager (CERP), assign clients to Case Managers and review goals and objectives for clients’ assistance.

Days 1-15
Dec 2023-Jan 2024
Schedule initial meetings with clients for introduction, set out scheduled meetings for follow-up assistance, and collect initial client information for client care plan.

Days 5 – 30 and
ongoing.

Dec 2023 -Jan 2024
Meet clients and develop individual care plans to assess medical, mental, employment, housing, and other needs.

Days 15 - 45 and
ongoing
Dec 2023 – Jan 2024
Bi-weekly meetings with clients to discuss and implement client care plans.

Coordinate with service providers for referrals and needed services.

January 2024 – June
2024
Provide bi-weekly and monthly (or as needed) updates and reports to CERP Manager and City staff.

January 2024 – June
2024
Add 2 additional Case Managers and 2 Housing Navigators February 1, 2024

105
Project Outcomes and Evaluation

Program
Component
Program Outcome Indicator/
Measurement
Goal Evaluation
Method

Resident
Assessments
and Care Plans
Identify housing,
behavioral, mental,
physical health,
employment needs,
and priorities of
residents
Number of
residents
completing
assessment and
housing plans
90+ Number of
residents with
completed Care
Plans
Implementation
of Resident Care
Plans
Implementation of
Care plans for
residents focusing
on high priority
needs
Number of
residents with
completed care
plans working
on
implementation
within first 45
days of the
contract
90+ Completed Care
Plans and
schedule of
follow up
meetings with
residents
Regular
Reporting
Provide biweekly
and monthly
updates to CERP
Manager and City
staff.

Biweekly and
monthly
reports
summarizing
case plan
progress and
activities

2 per month,
biweekly
Summary of
weekly activities
including
appointments
and referrals
scheduled, and
number
attended
Case
Management
Contacts
Maintain a caseload
of approx 25 clients;
meet with each
client at least
1x/week
Client contact
records will
indicate at least
1 contact with
each
client/week
Weekly Client
Contact
Number of client
contacts/week
Housing
Navigation
Move minimum of 5
clients who are
unhoused or in
motels to
permanent housing,
SRO, shared housing
with the ultimate
goal of permanent
housing placement

Leases,
program
agreements
5 moves/month
Regular review
of changes in
housing
disposition
106
Budget

1. Contractor shall comply with the atached Budget.

2. With prior writen approval from City, Contractor may modify budget line items of up to fi�een (15%) percent of the indicated line item provided that the total compensa�on amount is not exceeded.

3. Budget line-item modifica�ons shall not alter any terms of this Agreement, including but not limited to the scope of services, �me of performance, or compensa�on amount.

4. All email requests for budget line-item modifica�ons should be accompanied by a brief note reques�ng and explaining the changes, including a descrip�on of the specific line items and the reasons for the requested change. The email reques�ng a budget l ine- item modifica�on should be accompanied by a revised budget with a column for the original budget, a column for the modifica�on amount by line item, and a final column lis�ng the final budget with modifica�on.

5. ADVANCE: Upon execu�on of this Agreement, City may provide an advance in the amount of $50,000. Advance payments shall be offset against subsequent payments to Grantee at the rate of one-twel�h (1/7th) of the advanced amount over the life of the Agreement.

107
Program
12/1/23 - 6/30/24
Annual
Salary
% FTE on
project
Amendment
No. 1
Original
Contract
Budget
Change
Program Manager $ 74,800 1.00 $ 43,633 $ 43,633 -$ Senior Case Manager 69,352$ 1.00 $ 34,676 $ 40,455 5,779$ Case Manager 56,040$ 1.00 $ 32,690 $ 32,690 -$ Case Manager 56,040$ 2.00 $ 46,700 $ - (46,700)$ Client Care Liaison 51,880$ 1.00 $ 30,263 $ 30,263 -$ Housing Navigator 58,240$ 2.00 $ 48,533 $ - (48,533)$ Subtotal $ 236,495 $ 147,041 (89,454)$ Fringe Benefits & Rate rate: 33.00% 78,043$ 48,524$ (29,519)$ SUBTOTAL $ 314,539 $ 195,566 (118,973)$ -$
13,400$ 11,000$ (2,400)$
Bookkeeping 7,000$ 3,500$ (3,500)$ 5,250$ 3,500$ (1,750)$
Janitorial 3,360$ (3,360)$
1,400$ 500$ (900)$
16,800$ 2,625$ (14,175)$
7,500$ 5,000$ (2,500)$
Internet and Phone 3,100$ 2,100$ (1,000)$ 28,750$ 25,000$ (3,750)$
-$ -$
86,560$ 53,225$ (33,335)$
-$
$ 401,099 $ 248,791 (152,308)$
-$
-$
50,137$ 31,099$ (19,038)$
$ 451,236 $ 279,890 (171,346)$
Training
Flex Funds
Mileage and Transportation

PROFESSIONAL SERVICES BUDGET
December 1, 2023 to June 30, 2023
Grantee Name: HCEB
Castro ERF1 /CM, CCL, HN
I. DIRECT COSTS
A. PERSONNEL
Operations
Office Expenses (including Information Technology)
Office Rent
PPE and other Supplies
7 months
Admin Costs- 12.5%
To be billed monthly with supporting documentation for each invoice.

GRAND TOTAL

SUBTOTAL

TOTAL DIRECT COSTS
108
Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (AMENDMENT HISTORY)

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

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

Term Amendment (insert new termination date):________________________

Service Plan

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

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

Term Amendment (insert new termination date):________________________

Service Plan

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

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

Term Amendment (insert new termination date):________________________

Service Plan

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

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

Term Amendment (insert new termination date):________________________

Service Plan

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

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

Term Amendment (insert new termination date):________________________

Service Plan

109
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 1 of 3

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
110
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 2 of 3

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

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

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

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability coverage.

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

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

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

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

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

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

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

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

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

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

111
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 3 of 3

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

Subcontractors

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

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

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

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

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

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

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

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

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

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

Reporting Requirements

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

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

112

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

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

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

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

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
7/7/2023
Arthur J. Gallagher Risk Management Services, LLC
500 N Brand Boulevard, Suite 100
Glendale CA 91203
Star Metry
818.539.8623
818.539.8723
[email protected]
License#: 0D69293
Technology Insurance Company, Inc
42376
HOUSCON-02
Nonprofits Insurance Alliance Group
Housing Consortium of the East Bay
1204 Preservation Park Way, Suite 200
Oakland, CA 94612
1728453756
B
X
1,000,000
X
500,000
20,000
1,000,000
3,000,000
X
Y
2023-10963
4/15/2023
4/15/2024
3,000,000
B
1,000,000
X
X
2023-10963
4/15/2023
4/15/2024
Comp & Collision
500/$500
B
X
X
5,000,000
2023-10963-UMB
4/15/2023
4/15/2024
5,000,000
A
X
Y
TWC4242573
4/1/2023
4/1/2024
1,000,000
1,000,000
1,000,000
B
Professional Liability
2023-10963
4/15/2023
4/15/2024
Per Claim
Aggregate
$1,000,000
$3,000,000
Nonprofits' Insurance Alliance of CA - A.M. Best #011845 Policy: Sexual Abuse Liability
Policy#: 2023-10963
Carrier: Nonprofits' Insurance Alliance Group
Policy Term: 4/15/2023 To 4/15/2024
Per Claim: $1,000,000 / Aggregate: $1,000,000
See Attached...

City of Richmond
440 Civic Center Plaza
Richmond CA 94804
113
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

HOUSCON-02
1 1
Arthur J. Gallagher Risk Management Services, LLC
Housing Consortium of the East Bay
1204 Preservation Park Way, Suite 200
Oakland, CA 94612
25 CERTIFICATE OF LIABILITY INSURANCE
Policy: CRIME
Policy#: UC14332375.23-018
Carrier: Underwriters at Lloyd's, London
Policy Term: 4/15/2023 To 4/15/2024
Employee Theft: Limit: $500,000 / Deductible: $2,500
ERISA: Limit: $500,000
Theft of money and securities: Limit: $500,000 / Deductible: $2,500 Money and Securities: Limit: $500,000 / Deductible: $2,500 Computer fraud: Limit: $500,000 / Deductible: $2,500
Fund transfer fraud: Limit: $500,000 / Deductible: $2,500 Money orders and counterfeit paper currency: Limit: $500,000 / Deductible: $2,500 Other (Claim expenses): Limit: $150,000
Named Insured: Housing Consortium of the East Bay; Inclusive Communities East Bay, LLC; Magnolia Terrace, LLC; Mentally Handicapped Childrens Organization, Inc., Luella Fuller Group Home; Tri-Valley BMR, LLC; Ashland NSP, LLC, Fairview Homes, LLC.

The City of Richmond, its officers, officials, employees, agents and volunteers are named additional insured with respect to the operations of the named insured.

Waiver of Subrogation on Worker compensation applies in favor of additional insured. The insurance provided in the Commercial General Liability policies are primary and any other insurance shall be excess only and not contributing. Written notice shall be provided at least ten (10) days in advance of cancellation for non-payment of premium and thirty (30) days in advance for any other cancellation or policy change. 114
POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – SCHEDULED PERSON OR

ORGANIZATION
CG 20 10 12 19
2023-10963
Named Insured: Housing Consortium of the East Bay; Inclusive Commu Any person or organization that you are required to
add as an additional insured on this policy, under a
written contract or agreement currently in effect, or
becoming effective during the term of this policy. The
additional insured status will not be afforded with
respect to liability arising out of or related to your
activities as a real estate manager for that person or
organization.

All insured premises and operations.

Location(s) Of Covered Operations
Name Of Additional Insured Person(s)
Or Organization(s)

SCHEDULE

COMMERCIAL GENERAL LIABILITY COVERAGE PART
This endorsement modifies insurance provided under the following:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
A.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by
or on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or

2. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
© Insurance Services Office, Inc., 2012 Page 1 of 6CG 20 10 12 19 115

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
© Insurance Services Office, Inc., 2012 Page 2 of 6CG 20 10 12 19 116

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84)
Schedule
Person or Organization Job Description
Any person or organization as required by written contract.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 4/1/2023 Policy No. TWC4242573 Endorsement No. 0 Insured Housing Consortium of The East Bay(Nonprofit Corp.) Premium $ 98,742 Insurance Company Technology Insurance Company, Inc.

Countersigned by

WC 04 03 06
(Ed. 04-84) 117

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.

Community Development Jesus M Morales
[email protected] (510) 620-6649
14887 / 6851
Housing Consortium of the East Bay (HCEB) will provide Case Management & Client Care Services for Castro Encampment clients using Encampment Resolution Funding (ERF-R-1) Round 1.

Housing Consortium of the East Bay (HCEB)
1204 Preservation Park Way, Suite 200
Oakland, CA 94612
Darin Lounds, Executive Director
(510) 832-1382 [email protected]
4006-1230 December 31, 2023
December 5, 2023
June 30, 2024
279,890
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118

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
Housing Consortium of the East Bay (HCEB)









 
 














 


119
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:

Dir. of Community Dev.

Please see attached Housing Consortium of the East Bay (HCEB) Scope of Work.

Housing Consortium of the East Bay (HCEB)









 
 


120
For the Contract between the City of
Richmond and
Housing Consortium of the East Bay (HCEB)

Exhibit A
Scope of Work
Case Management and Client Care Liaison Services

ŽŶƚƌĂĐƚŽƌƐŚĂůů͕ƚŽƚŚĞƐĂƟƐĨĂĐƟŽŶŽĨƚŚĞŝƚLJ͛ƐŽŵŵƵŶŝƚLJĞǀĞůŽƉŵĞŶƚĞƉĂƌƚŵĞŶƚ͕ƉĞƌĨŽƌŵ ƚŚĞĨŽůůŽǁŝŶŐƐĞƌǀŝĐĞƐĂŶĚďĞĐŽŵƉĞŶƐĂƚĞĚĂƐŽƵƚůŝŶĞĚďĞůŽǁ͘dŚĞŝƚLJƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽ ĂĚũƵƐƚƚŚĞ^ĞƌǀŝĐĞ^ƉĞĐŝĮĐĂƟŽŶƐ͕dŝŵĞůŝŶĞ͕ĂŶĚWƌŽũĞĐƚKƵƚĐŽŵĞƐŽĨƚhe Contractor as the WƌŽũĞĐƚ͛ƐƉĞƌĨŽƌŵĂŶĐĞŝƐƌĞŐƵůĂƌůLJĞǀĂůƵĂƚĞĚ͘

Program Structure
dŚĞĐĂƐĞŵĂŶĂŐĞŵĞŶƚƉƌŽŐƌĂŵǁŝůůďĞƐƚĂĨĨĞĚďLJĂƚĞĂŵŽĨĞdžƉĞƌŝĞŶĐĞĚCase MaŶĂŐĞƌƐ ĂŶĚĂ ůŝĞŶƚĂƌĞ>ŝĂŝƐŽŶǁŚŽǁŝůůǁŽƌŬĐŽůůĂďŽƌĂƚŝǀĞůLJǁŝƚŚĐůŝĞŶƚƐ͕ĨĂŵŝůŝĞƐ͕ĂŶĚŚĞĂůƚŚĐĂƌĞĂŶĚŽƚŚĞƌ ƐĞƌǀŝĐĞƉƌŽǀŝĚĞƌƐƚŽĚĞǀĞůŽƉĂŶĚŝŵƉůĞŵĞŶƚĂĐĂƌĞƉůĂŶ͘^ĞƌǀŝĐĞƐǁŝůůďĞƚƌĂƵŵĂ-ŝŶĨŽƌŵĞĚ͕ ƵƚŝůŝnjŝŶŐƌŝƚŝĐĂůdŝŵĞ/ŶƚĞƌǀĞŶƚŝŽŶƐƚƌĂƚĞŐŝĞƐ͘dŽďĞĞĨĨĞĐƚŝǀĞĂƐĞDĂŶĂŐĞƌƐƐŚŽƵůĚĞdžŚŝďŝƚƚŚĞ ĨŽůůŽǁŝŶŐĐŚĂƌĂĐƚĞƌŝƐƚŝĐƐ͘

ŵƉĂƚŚLJĂŶĚŽŵƉĂƐƐŝŽŶ- WŽƐƐĞƐƐĂŚŝŐŚůĞǀĞůŽĨĞŵƉĂƚŚLJĂŶĚĐŽŵƉĂƐƐŝŽŶƚŽƚƌƵůLJ ƵŶĚĞƌƐƚĂŶĚƚŚĞĐŚĂůůĞŶŐĞƐĂŶĚĞdžƉĞƌŝĞŶĐĞƐŽĨƚŚĞĐŚƌŽŶŝĐĂůůLJƵŶŚŽƵƐĞĚŝŶĚŝǀŝĚƵĂůƐƚŚĞLJ ĂƌĞǁŽƌŬŝŶŐǁŝƚŚ͘

ĐƚŝǀĞ>ŝƐƚĞŶŝŶŐ͗ĂƐĞŵĂŶĂŐĞƌƐƐŚŽƵůĚĐƌĞĂƚĞĂƐĂĨĞĂŶĚŶŽŶ-ũƵĚŐŵĞŶƚĂůĞŶǀŝƌŽŶŵĞŶƚ ǁŚĞƌĞŝŶĚŝǀŝĚƵĂůƐĨĞĞůŚĞĂƌĚĂŶĚƵŶĚĞƌƐƚŽŽĚ͘

,ŽƵƐŝŶŐEĂǀŝŐĂƚŝŽŶ
džƉĞƌƚŝƐĞ͗ĂƐĞŵĂŶĂŐĞƌƐŶĞĞĚƚŽďĞǁĞůů-ǀĞƌƐĞĚŝŶŚŽƵƐŝŶŐ ƌĞƐŽƵƌĐĞƐ͕ƉƌŽŐƌĂŵƐ͕ĂŶĚƉŽůŝĐŝĞƐƐƉĞĐŝĨŝĐƚŽƚŚĞŝƌƌĞŐŝŽŶ͘

ZĞƐŽƵƌĐĞĨƵůŶĞƐƐ͗ĂƐĞŵĂŶĂŐĞƌƐƐŚŽƵůĚďĞƌĞƐŽƵƌĐĞĨƵůŝŶĐŽŶŶĞĐƚŝŶŐŝŶĚŝǀŝĚƵĂůƐǁŝƚŚ ǀĂƌŝŽƵƐĐŽŵŵƵŶŝƚLJƌĞƐŽƵƌĐĞƐ͕ŝŶĐůƵĚŝŶŐƐŚĞůƚĞƌƐ͕ƚƌĂŶƐŝƚŝŽŶĂůŚŽƵƐŝŶŐƉƌŽŐƌĂŵƐ͕ ƐƵďƐŝĚŝnjĞĚŚŽƵƐŝŶŐ͕ĂŶĚƐƵƉƉŽƌƚŝǀĞƐĞƌǀŝĐĞƐ͘

ĂƌĞĞƌĞǀĞůŽƉŵĞŶƚĂŶĚ:ŽďWůĂĐĞŵĞŶƚ^ŬŝůůƐ͗ĂƐĞŵĂŶĂŐĞƌƐƐŚŽƵůĚƉŽƐƐĞƐƐ ŬŶŽǁůĞĚŐĞĂŶĚĞdžƉĞƌŝĞŶĐĞŝŶĞŵƉůŽLJŵĞŶƚĚĞǀĞůŽƉŵĞŶƚ͕ŝŶĐůƵĚŝŶŐĐĂƌĞĞƌĐŽƵŶƐĞůŝŶŐ͕ ƌĞƐƵŵĞǁƌŝƚŝŶŐ͕ŝŶƚĞƌǀŝĞǁƐŬŝůůƐ͕ĂŶĚũŽďƐĞĂƌĐŚƐƚƌĂƚĞŐŝĞƐ

WƌŽďůĞŵ-^ŽůǀŝŶŐĂŶĚĚǀŽĐĂĐLJ͗ĂƐĞŵĂŶĂŐĞƌƐƐŚŽƵůĚďĞƐŬŝůůĞĚŝŶƉƌŽďůĞŵ-ƐŽůǀŝŶŐ͕ ĨŝŶĚŝŶŐĐƌĞĂƚŝǀĞƐŽůƵƚŝŽŶƐ͕ĂŶĚĂĚǀŽĐĂƚŝŶŐŽŶďĞŚĂůĨŽĨƚŚĞŝƌĐůŝĞŶƚƐƚŽŽǀĞƌĐŽŵĞďĂƌƌŝĞƌƐ ƌĞůĂƚĞĚƚŽŚŽƵƐŝŶŐĂŶĚĞŵƉůŽLJŵĞŶƚ͘

ƵůƚƵƌĂůŽŵƉĞƚĞŶĐĞ͗ĂƐĞŵĂŶĂŐĞƌƐŵƵƐƚďĞĐƵůƚƵƌĂůůLJĐŽŵƉĞƚĞŶƚĂŶĚƐĞŶƐŝƚŝǀĞƚŽƚŚĞ ĚŝǀĞƌƐĞďĂĐŬŐƌŽƵŶĚƐĂŶĚĞdžƉĞƌŝĞŶĐĞƐŽĨƚŚĞŝŶĚŝǀŝĚƵĂůƐƚŚĞLJƐĞƌǀĞ͘










 
 


121
For the Contract between the City of
Richmond and
Housing Consortium of the East Bay (HCEB)

ŽůůĂďŽƌĂƚŝŽŶĂŶĚdĞĂŵǁŽƌŬ͗ĂƐĞŵĂŶĂŐĞƌƐƐŚŽƵůĚŚĂǀĞŐŽŽĚƚĞĂŵǁŽƌŬĂŶĚ ĐŽůůĂďŽƌĂƚŝŽŶƐŬŝůůƐƚŽĞŶƐƵƌĞĂĐŽŽƌĚŝŶĂƚĞĚĂŶĚŚŽůŝƐƚŝĐĂƉƉƌŽĂĐŚƚŽƐƵƉƉŽƌƚƚŚĞ ŝŶĚŝǀŝĚƵĂůΖƐŶĞĞĚƐ͘

ŽĐƵŵĞŶƚĂƚŝŽŶĂŶĚKƌŐĂŶŝnjĂƚŝŽŶ͗ĂƐĞŵĂŶĂŐĞƌƐƐŚŽƵůĚďĞƉƌŽĨŝĐŝĞŶƚŝŶŵĂŝŶƚĂŝŶŝŶŐ ŽƌŐĂŶŝnjĞĚƌĞĐŽƌĚƐĂŶĚĚĂƚĂŵĂŶĂŐĞŵĞŶƚƐLJƐƚĞŵƐƚŽƚƌĂĐŬƚŚĞŝŶĚŝǀŝĚƵĂůΖƐũŽƵƌŶĞLJ ƚŽǁĂƌĚƐƐƚĂďůĞŚŽƵƐŝŶŐĂŶĚĞŵƉůŽLJŵĞŶƚ͘

^ĞůĨ-ĂƌĞĂŶĚZĞƐŝůŝĞŶĐĞ͗ĂƐĞŵĂŶĂŐĞƌƐƐŚŽƵůĚƉƌŝŽƌŝƟnjĞƐĞůĨ-ĐĂƌĞĂŶĚƉƌĂĐƟĐĞ ƌĞƐŝůŝĞŶĐĞƐƚƌĂƚĞŐŝĞƐƚŽƉƌĞǀĞŶƚďƵƌŶŽƵƚĂŶĚŵĂŝŶƚĂŝŶƚŚĞŝƌŽǁŶǁĞůů-ďĞŝŶŐ͘

dŚĞƉƌŽŐƌĂŵƐŚŽƵůĚƵƚŝůŝnjĞĂĐůŝĞŶƚ-ĐĞŶƚĞƌĞĚĂƉƉƌŽĂĐŚ͕ǁŚŝĐŚŵĞĂŶƐƚŚĂƚĐůŝĞŶƚƐǁŝůůďĞ ŝŶǀŽůǀĞĚŝŶĞǀĞƌLJƐƚĞƉŽĨƚŚĞƉƌŽĐĞƐƐ͕ĨƌŽŵĂƐƐĞƐƐŵĞŶƚƚŽĐĂƌĞƉůĂŶŶŝŶŐĂŶĚŵŽŶŝƚŽƌŝŶŐ͘dŚĞ ƉƌŽŐƌĂŵƐŚŽƵůĚĂůƐŽďĞĚĞƐŝŐŶĞĚƚŽďĞĨůĞdžŝďůĞ͕ƐŽƚŚĂƚƚŚĞĐĂƌĞƉůĂŶĐĂŶďĞ ĂĚũƵƐƚĞĚĂƐŶĞĞĚĞĚ ƚŽƌĞĨůĞĐƚĐŚĂŶŐĞƐŝŶƚŚĞĐůŝĞŶƚΖƐŶĞĞĚƐĂŶĚŐŽĂůƐ͘

dŚĞĐĂƐĞŵĂŶĂŐĞŵĞŶƚƉƌŽŐƌĂŵƐŚĂůůƉƌŽǀŝĚĞĂƌĂŶŐĞŽĨƐĞƌǀŝĐĞƐ͕ŝŶĐůƵĚŝŶŐ͗ ƐƐĞƐƐŵĞŶƚĂŶĚĐĂƌĞƉůĂŶŶŝŶŐ͗ĐŽŵƉƌĞŚĞŶƐŝǀĞĂƐƐĞƐƐŵĞŶƚǁŝůůďĞĐŽŶĚƵĐƚĞĚƚŽĚĞƚĞƌŵŝŶĞ ƚŚĞĐůŝĞŶƚΖƐŶĞĞĚƐĂŶĚŐŽĂůƐ͘ĐĂƌĞƉůĂŶǁŝůůďĞĚĞǀĞůŽƉĞĚďĂƐĞĚŽŶƚŚĞĂƐƐĞƐƐŵĞŶƚ͕ĂŶĚƚŚĞ ĐůŝĞŶƚǁŝůůďĞŝŶǀŽůǀĞĚŝŶĞǀĞƌLJƐƚĞƉŽĨƚŚĞƉƌŽĐĞƐƐ͘

ŽŽƌĚŝŶĂƚŝŽŶŽĨƐĞƌǀŝĐĞƐ͗dŚĞĐĂƐĞŵĂŶĂŐĞŵĞŶƚƚĞĂŵƐŚĂůůĐŽŽƌĚŝŶĂƚĞƐĞƌǀŝĐĞƐĂĐƌŽƐƐŵƵůƚŝƉůĞ ƉƌŽǀŝĚĞƌƐƚŽĞŶƐƵƌĞƚŚĂƚĐůŝĞŶƚƐƌĞĐĞŝǀĞƚŚĞƌŝŐŚƚĐĂƌĞĂƚƚŚĞƌŝŐŚƚƚŝŵĞĂŶĚŝŶƚŚĞƌŝŐŚƚƉůĂĐĞ͘ dŚĞƚĞĂŵǁŝůůǁŽƌŬǁŝƚŚŚĞĂůƚŚĐĂƌĞƉƌŽǀŝĚĞƌƐ͕ĐŽŵŵƵŶŝƚLJŽƌŐĂŶŝnjĂƚŝŽŶƐ͕ĂŶĚŽƚŚĞƌ ƐƚĂŬĞŚŽůĚĞƌƐƚŽĞŶƐƵƌĞƚŚĂƚĐůŝĞŶƚƐƌĞĐĞŝǀĞƚŚĞƐƵƉƉŽƌƚƚŚĞLJŶĞĞĚ͘

ĚƵĐĂƚŝŽŶĂŶĚƐƵƉƉŽƌƚ͗dŚĞĐĂƐĞŵĂŶĂŐĞŵĞŶƚƚĞĂŵƐŚĂůůƉƌŽǀŝĚĞĞĚƵĐĂƚŝŽŶĂŶĚƐƵƉƉŽƌƚƚŽ ĐůŝĞŶƚƐƚŽŚĞůƉƚŚĞŵŶĂǀŝŐĂƚĞƚŚĞŚĞĂůƚŚĐĂƌĞƐLJƐƚĞŵĂŶĚĂĐĐĞƐƐƌĞƐŽƵƌĐĞƐƚŚĂƚĐĂŶƐƵƉƉŽƌƚƚŚĞŝƌ ƌĞĐŽǀĞƌLJ͘dŚŝƐŵĂLJŝŶĐůƵĚĞĞĚƵĐĂƚŝŽŶŽŶŵĞĚŝĐĂƚŝŽŶŵĂŶĂŐĞŵĞŶƚ͕ŚĞĂůƚŚLJůŝĨĞƐƚLJůĞĐŚŽŝĐĞƐ͕ĂŶĚ ŚĞĂůƚŚLJĞĂƚŝŶŐ͘

DŽŶŝƚŽƌŝŶŐĂŶĚĞǀĂůƵĂƚŝŽŶ͗dŚĞĐĂƐĞŵĂŶĂŐĞŵĞŶƚƚĞĂŵƐŚĂůůŵŽŶŝƚŽƌĐůŝĞŶƚƉƌŽŐƌĞƐƐĂŶĚ ĂĚũƵƐƚƚŚĞĐĂƌĞƉůĂŶĂƐŶĞĞĚĞĚƚŽĞŶƐƵƌĞƚŚĂƚĐůŝĞŶƚƐĂƌĞĂĐŚŝĞǀŝŶŐƚŚĞŝƌŐŽĂůƐ͘ZĞŐƵůĂƌ ĞǀĂůƵĂƚŝŽŶǁŝůůďĞĐŽŶĚƵĐƚĞĚƚŽĞŶƐƵƌĞƚŚĂƚƚŚĞĐĂƐĞŵĂŶĂŐĞŵĞŶƚƐĞƌǀŝĐĞƐĂƌĞŵĞĞƚŝŶŐƚŚĞ ĐůŝĞŶƚƐ͛ ŐŽĂůƐĂŶĚŽďũĞĐƚŝǀĞƐ͘

ŵƉůŽLJŵĞŶƚ͗dŚĞĐĂƐĞŵĂŶĂŐĞŵĞŶƚƚĞĂŵƐŚĂůůƉƌŽǀŝĚĞĚŝƌĞĐƚŝŽŶĂŶĚƐƵƉƉŽƌƚƚŽĐůŝĞŶƚƐƚŽŚĞůƉ ŶĂǀŝŐĂƚĞƚŚĞũŽďŵĂƌŬĞƚ͘










 
 


122
For the Contract between the City of
Richmond and
Housing Consortium of the East Bay (HCEB)

Services Detail

Case Management Services
x WƌŽǀŝĚĞĂƐƐĞƐƐŵĞŶƚĂŶĚĐĂƐĞŵĂŶĂŐĞŵĞŶƚƐĞƌǀŝĐĞƐƚŚĂƚĂƌĞƚĂŝůŽƌĞĚƚŽƚŚĞŶĞĞĚƐŽĨĞĂĐŚ ĐůŝĞŶƚ͘
x ĞǀĞůŽƉĂŶĚŝŵƉůĞŵĞŶƚa ĐŽŵƉƌĞŚĞŶƐŝǀĞĂŶĚƉĞƌƐŽŶĂůŝnjĞĚ care ƉůĂŶĨŽƌĞĂĐŚĐůŝĞŶƚ x DĂŝŶƚĂŝŶĂĐĂƐĞůŽĂĚŽĨϮϬ-ϯϬ ƉĞŽƉůĞͬĐĂƐĞŵĂŶĂŐĞƌĂŶĚƵƉƚŽϭϱƉĞŽƉůĞĨŽƌƚŚĞƉƌŽŐƌĂŵ ƐƵƉĞƌǀŝƐŽƌ͘
x DĞĞƚǁŝƚŚĐůŝĞŶƚƐǁŚĞƌĞƚŚĞLJĂƌĞ ŽŶĂƌĞŐƵůĂƌƐĐŚĞĚƵůĞ͕ĂƚĂŵŝŶŝŵƵŵďŝ-ǁĞĞŬůLJ͕ to ĞŶƐƵƌĞĐŽŶƚŝŶƵŝƚLJŽĨƐĞƌǀŝĐĞƐ͘
x ŽŽƌĚŝŶĂƚĞƐĞƌǀŝĐĞƐĂĐƌŽƐƐŵƵůƚŝƉůĞƐĞƌǀŝĐĞƉƌŽǀŝĚĞƌƐĂŶĚĞŶƐƵƌĞƚŚĂƚĐůŝĞŶƚƐƌĞĐĞŝǀĞƚŚĞ ƌŝŐŚƚĐĂƌĞĂƚƚŚĞƌŝŐŚƚƚŝŵĞĂŶĚŝŶƚŚĞƌŝŐŚƚƉůĂĐĞ͘
x WƌŽǀŝĚĞĞĚƵĐĂƚŝŽŶĂŶĚƐƵƉƉŽƌƚƚŽĐůŝĞŶƚƐƚŽŚĞůƉƚŚĞŵŶĂǀŝŐĂƚĞƚŚĞŚĞĂůƚŚĐĂƌĞƐLJƐƚĞŵĂŶĚ ĂĐĐĞƐƐƌĞƐŽƵƌĐĞƐƚŚĂƚĐĂŶƐƵƉƉŽƌƚƚŚĞŝƌŚĞĂůƚŚĂŶĚǁĞůůďĞŝŶŐ͘ x WƌŽǀŝĚĞĞĚƵĐĂƚŝŽŶĂŶĚƐƵƉƉŽƌƚƚŽĐůŝĞŶƚƐƚŽĚŝƌĞĐƚƚŚĞŵƚŽĚĞƚŽdž ĂŶĚƐƚĂLJĐůĞĂŶƉƌŽŐƌĂŵƐ͘ x WƌŽǀŝĚĞĚŝƌĞĐƚŝŽŶĂŶĚƐƵƉƉŽƌƚƚŽĐůŝĞŶƚƐƚŽŚĞůƉƚŚĞŵŶĂǀŝŐĂƚĞ ƚŚĞũŽďŵĂƌŬĞƚ͕ŐĂŝŶ ĞŵƉůŽLJŵĞŶƚ͕ĂŶĚĚĞǀĞůŽƉŐŽŽĚǁŽƌŬŚĂďŝƚƐ͘
x WƌŽǀŝĚĞĚŝƌĞĐƚŝŽŶĂŶĚƐƵƉƉŽƌƚƚŽĐůŝĞŶƚƐƚŽŚĞůƉƚŚĞŵ ŽďƚĂŝŶŶĞĞĚĞĚĚŽĐƵŵĞŶƚĂƚŝŽŶ ĨŽƌ ^^/͕Ăů&ƌĞƐŚ͕hŶĞŵƉůŽLJŵĞŶƚďĞŶĞĨŝƚƐ͕ŽƵŶƚLJĂƐƐŝƐƚĂŶĐĞ͕ĂŶĚĂŶLJŽƚŚĞƌĞůŝŐŝďůĞŽƌ ĂǀĂŝůĂďůĞƉƌŽŐƌĂŵƐ͘
x DŽŶŝƚŽƌĐůŝĞŶƚƉƌŽŐƌĞƐƐĂŶĚĂĚũƵƐƚƚŚĞĐĂƌĞƉůĂŶĂƐŶĞĞĚĞĚƚŽĞŶƐƵƌĞƚŚĂƚĐůŝĞŶƚƐĂƌĞ ĂĐŚŝĞǀŝŶŐƚŚĞŝƌŐŽĂůƐ͘

WƌŽŐƌĂŵdƌĂĐŬŝŶŐĂŶĚKƵƚĐŽŵĞDĞĂƐƵƌĞŵĞŶƚ
x DĂŝŶƚĂŝŶůŝĞŶƚĂŶĚƉƌŽŐƌĂŵƌĞĐŽƌĚƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚĂƉƉůŝĐĂďůĞƐƚĂŶĚĂƌĚƐĂŶĚ ƌĞŐƵůĂƚŝŽŶƐ͕ŐƌĂŶƚƌĞƋƵŝƌĞŵĞŶƚƐ͕ĞƚĐ͘
ŶƐƵƌĞůŝĞŶƚĨŝůĞƐĂƌĞĐŽŵƉůĞƚĞ͕ĂĐĐƵƌĂƚĞ͕ĂŶĚƵƉ
ƚŽĚĂƚĞĂĐĐŽƌĚŝŶŐƚŽƚŚĞĨŝůĞĐŽŶƚĞŶƚĐŚĞĐŬůŝƐƚĂŶĚĂĐĐƵƌĂƚĞůLJĞŶƚĞƌŝŶŐƐĐƌĞĞŶŝŶŐ͕ asseƐƐŵĞŶƚ͕ƉƌŽŐƌĂŵĞůŝŐŝďŝůŝƚLJŝŶĨŽƌŵĂƚŝŽŶ͕ĂŶĚĐĂƐĞŶŽƚĞƐŝŶƚŽ,D/^ǁŝƚŚŝŶƚŚƌĞĞ;ϯͿ ďƵƐŝŶĞƐƐĚĂLJƐĂĨƚĞƌŵĞĞƚŝŶŐǁŝƚŚƚŚĞĐůŝĞŶƚ͘
x WƌŽǀŝĚĞĂĐĐƵƌĂƚĞ͕ĐŽŵƉůĞƚĞ͕ĂŶĚƚŝŵĞůLJĚĂƚĂ͕ĂŶĚƌĞƉŽƌƚƐƚŽƚŚĞ,ŽƵƐŝŶŐDĂŶĂŐĞƌĂŶĚ WƌŽũĞĐƚDĂŶĂŐĞƌŽŶĂďŝ-ǁĞĞŬůLJďĂƐŝƐŽƌĂƐƌĞƋƵĞƐƚĞĚ͘

ŽůůĂďŽƌĂƚŝŽŶĂŶĚŽŵŵƵŶŝĐĂƚŝŽŶ
x WĂƌƚŝĐŝƉĂƚĞŝŶƚŚĞŽŽƌĚŝŶĂƚĞĚ
ŶƚƌLJ^LJƐƚĞŵ͕ĂƐĂƉƉƌŽƉƌŝĂƚĞ͘
x ƚƚĞŶĚǁĞĞŬůLJĐĂƐĞĐŽŶƐƵůƚĂƚŝŽŶŵĞĞƚŝŶŐƐ͘
x DĞĞƚƌĞŐƵůĂƌůLJ͕ƐĐŚĞĚƵůĞƚŽďĞĚĞƚĞƌŵŝŶĞĚ͕ ǁŝƚŚƚŚĞ,ŽƵƐŝŶŐDĂŶĂŐĞƌĂŶĚWƌŽũĞĐƚ DĂŶĂŐĞƌƚŽĞdžĐŚĂŶŐĞƉĞƌƚŝŶĞŶƚŝŶĨŽƌŵĂƚŝŽŶ͕ƉƌŽǀŝĚĞŽŶŐŽŝŶŐƵƉĚĂƚĞƐ͕ĂŶĚƐŚĂƌĞ ĐŽŶĐĞƌŶƐŽƌŝƐƐƵĞƐĞŶĐŽƵŶƚĞƌĞĚ͘
x ŽŵŵƵŶŝĐĂƚĞĂƉƉƌŽƉƌŝĂƚĞůLJĂƐŶĞĞĚĞĚǁŝƚŚƉƌŽďĂƚŝŽŶŽĨĨŝĐĞƌƐ͕ƐŽĐŝĂůǁŽƌŬĞƌƐĂŶĚŽƚŚĞƌ ĐĂƌĞƉƌŽǀŝĚĞƌƐ͕ĂŶĚĨĂŵŝůLJŵĞŵďĞƌƐ͘










 
 


123
For the Contract between the City of
Richmond and
Housing Consortium of the East Bay (HCEB)

x DĂŝŶƚĂŝŶĂŚŝŐŚůĞǀĞůŽĨĞƚŚŝĐĂůĐŽŶĚƵĐƚƌĞŐĂƌĚŝŶŐƉƌŝǀĂĐLJĂŶĚĐŽŶĨŝĚĞŶƚŝĂůŝƚLJ͕ĚƵĂů- ƌĞůĂƚŝŽŶƐŚŝƉƐ͕ĂŶĚƉƌŽĨĞƐƐŝŽŶĂůƐƚĂƚƵƌĞ͘
x ^ĞƌǀĞĂƐĂůŝĂŝƐŽŶ ǁŝƚŚƚŚĞĂƐƚƌŽdĞĂŵ ĐŽŶǀĞLJŝŶŐŶĞĞĚƐ͕ƌĞƋƵŝƌĞŵĞŶƚƐ͕ĂŶĚ ĞdžƉĞĐƚĂƚŝŽŶƐƌĞůĂƚĞĚƚŽĂƐĞDĂŶĂŐĞŵĞŶƚ^ĞƌǀŝĐĞƐĨŽƌůŝĞŶƚƐ͘ x ^ƚĂLJĐƵƌƌĞŶƚĂŶĚŬŶŽǁůĞĚŐĞĂďůĞĂďŽƵƚĐŽŵŵƵŶŝƚLJƌĞƐŽƵƌĐĞƐ͕ƌĞĨĞƌƌĂůƐ͕ĂŶĚ ƐĞƌǀŝĐĞůŝŶŬĂŐĞƐƚŽƐƵƉƉŽƌƚĐůŝĞŶƚŶĞĞĚƐ

Client Care Liaison Services

dŚĞůŝĞŶƚĂƌĞ>ŝĂŝƐŽŶƉŽƐŝƟŽŶŝƐĚĞƐŝŐŶĞĚƚŽĞůĞǀĂƚĞƚŚĞŽǀĞƌĂůůǁĞůů-ďĞŝŶŐĂŶĚŚŽƵƐŝŶŐ ƐƵƐƚĂŝŶĂďŝůŝƚLJŽĨĐůŝĞŶƚƐďLJĂƐƐŝƐƟŶŐƚŚĞŵŝŶĨƵƌŶŝƐŚŝŶŐƚŚĞŝƌŚŽŵĞƐ͕ĞŶƐƵƌŝŶŐĂĐĐĞƐƐŝďůĞ ƚƌĂŶƐƉŽƌƚĂƟŽŶ͕ĐŽŽƌĚŝŶĂƟŶŐĨŽŽĚƉƌŽǀŝƐŝŽŶƐ͕ĂŶĚŵĂŶĂŐŝŶŐůŝŐŚƚĂĚŵŝŶŝƐƚƌĂƟǀĞĚƵƟĞƐ

&ƵƌŶŝƐŚŝŶŐ^ƵƉƉŽƌƚ
x WƌŽǀŝĚĞƐƵƉƉŽƌƚƚŽƌĞƐŝĚĞŶƚƐƚƌĂŶƐŝƟŽŶŝŶŐŝŶƚŽŚŽƵƐŝŶŐ͘ x ŽůůĂďŽƌĂƚĞǁŝƚŚ,ŽƵƐŝŶŐEĂǀŝŐĂƟŽŶdĞĂŵ͕ĂƐĞDĂŶĂŐĞƌƐ͕ĂŶĚĐůŝĞŶƚƚŽĂƐƐĞƐƐ ĨƵƌŶŝƐŚŝŶŐŶĞĞĚƐĨŽƌĐůŝĞŶƚŚŽŵĞƐ͕ŝŶĐůƵĚŝŶŐĞǀĞƌLJĚĂLJĐůĞĂŶŝŶŐ͕ĂŶĚƉĞƌƐŽŶĂůŝƚĞŵƐ͘ x WƌŝŽƌŝƟnjĞĐůŝĞŶƚƉƌĞĨĞƌĞŶĐĞƐĂŶĚĐƵůƚƵƌĂůƐĞŶƐŝƟǀŝƟĞƐĚƵƌŝŶŐƚŚĞƐĞůĞĐƟŽŶŽĨĨƵƌŶŝƐŚŝŶŐƐ͘ x ŽŽƌĚŝŶĂƚĞƚŚĞƐŵŽŽƚŚĚĞůŝǀĞƌLJĂŶĚŝŶƐƚĂůůĂƟŽŶŽĨĨƵƌŶŝƚƵƌĞĂŶĚŐŽŽĚƐǁŝƚŚŝŶĐůŝĞŶƚ ŚŽŵĞƐ͘
x
ƐƚĂďůŝƐŚĐŽŶŶĞĐƟŽŶƐǁŝƚŚůŽĐĂůŽƌŐĂŶŝnjĂƟŽŶƐ͕ďƵƐŝŶĞƐƐĞƐ͕ĂŶĚĐŽŵŵƵŶŝƚLJŵĞŵďĞƌƐƚŽ ƉƌŽĐƵƌĞĂŶĚĂƌƌĂŶŐĞĚĞůŝǀĞƌLJŽĨĞƐƐĞŶƟĂůĨƵƌŶŝƚƵƌĞĂŶĚŚŽƵƐĞŚŽůĚŝƚĞŵƐ͘ x ,ĞůƉ ŝŶŽďƚĂŝŶŝŶŐƐƚŽƌĂŐĞƐŽůƵƟŽŶƐĨŽƌĂůŝŵŝƚĞĚĚƵƌĂƟŽŶ;ŶŽƚůŽŶŐĞƌƚŚĂŶϲŵŽŶƚŚƐͿƚŽ ĂůůŽǁĐůŝĞŶƚƚŽƚƌĂŶƐŝƟŽŶƋƵŝĐŬůLJ͘
x ƐƐŝƐƚĐůŝĞŶƚŝŶĞǀĂůƵĂƟŶŐƐƚŽƌĞĚďĞůŽŶŐŝŶŐƐ͕ŝĨĂŶLJ͕ƚŽǁŽƌŬƚŽǁĂƌĚĞůŝŵŝŶĂƟŶŐƐƚŽƌĂŐĞ ƵƐĞ͕ĂŶĚŵĂŝŶƚĂŝŶƚĞŶĂŶĐLJŝĨŚŽĂƌĚŝŶŐŝƐĂŶŝƐƐƵĞ͘

dƌĂŶƐƉŽƌƚĂƚŝŽŶƐƐŝƐƚĂŶĐĞ
x ƐƐŝƐƚĐůŝĞŶƚƐŝŶĂĐĐĞƐƐŝŶŐƚƌĂŶƐƉŽƌƚĂƚŝŽŶƚŽǀŝƚĂůƌĞƐŽƵƌĐĞƐ͕ĞŵƉůŽLJŵĞŶƚ͕ŵĞĚŝĐĂů ĂƉƉŽŝŶƚŵĞŶƚƐ͕ĂŶĚĐůŝĞŶƚĞŶŐĂŐĞŵĞŶƚĂĐƚŝǀŝƚŝĞƐ͕ƵƚŝůŝnjŝŶŐǀĂƌŝŽƵƐƚƌĂŶƐƉŽƌƚĂƚŝŽŶŽƉƚŝŽŶƐ͕ ŝŶĐůƵĚŝŶŐZŝĐŚŵŽŶĚDŽǀĞƐ͕ƉĂƌĂƚƌĂŶƐŝƚƐĞƌǀŝĐĞƐ͕ďƵƐ͕ůŝƉƉĞƌĂƌĚƐ͕ĞƚĐ͘ x ƵůƚŝǀĂƚĞƉĂƌƚŶĞƌƐŚŝƉƐǁŝƚŚůŽĐĂůƚƌĂŶƐƉŽƌƚĂƚŝŽŶƐĞƌǀŝĐĞƉƌŽǀŝĚĞƌƐĂŶĚǀŽůƵŶƚĞĞƌƐƚŽ ĞŶƐƵƌĞƌĞůŝĂďůĞƚƌĂǀĞůŽƉƚŝŽŶƐ͘
x ĚĂƉƚƚƌĂŶƐƉŽƌƚĂƚŝŽŶŽƉƚŝŽŶƐďĂƐĞĚŽŶĐůŝĞŶƚƐΖĞǀŽůǀŝŶŐŶĞĞĚƐƚŽĨŽƐƚĞƌŝŶĚĞƉĞŶĚĞŶĐĞ͘

&ŽŽĚĐĐĞƐƐ
x tŽƌŬǁŝƚŚĐůŝĞŶƚƐƚŽŚĞůƉƚŚĞŵŵĂŬĞŐƌŽĐĞƌLJŽƌĚĞƌƐ͕ƵƐŝŶŐƚŚĞŝƌ>&Z ^,ĂŶĚŽƚŚĞƌ
ƌĞƐŽƵƌĐĞƐ͕ƚŚƌŽƵŐŚƐŚŽƉƉŝŶŐĂƉƉƐ͘
x &ĂĐŝůŝƚĂƚĞĂĐĐĞƐƐƚŽĨƌĞĞĨŽŽĚƌĞƐŽƵƌĐĞƐ͕ƐƵĐŚĂƐĨŽŽĚƉĂŶƚƌŝĞƐĂŶĚĚŝƐƚƌŝďƵƚŝŽŶƉƌŽŐƌĂŵƐ͘ x ^ƵƉƉŽƌƚĐůŝĞŶƚƐŝŶĂĚĚƌĞƐƐŝŶŐĐŽŶĐĞƌŶƐƌĞůĂƚĞĚƚŽŽƌĚĞƌƐĂŶĚĚĞůŝǀĞƌŝĞƐ͘ x ^ƵƉƉŽƌƚĐĂƐĞŵĂŶĂŐĞŵĞŶƚŐŽĂůƐĂƌŽƵŶĚŶƵƚƌŝƚŝŽŶĂŶĚŚĞĂůƚŚLJĞĂƚŝŶŐ͘










 
 


124
For the Contract between the City of
Richmond and
Housing Consortium of the East Bay (HCEB)

>ŝŐŚƚĚŵŝŶŝƐƚƌĂƚŝǀĞƵƚŝĞƐ
x 'ƵŝĚĞĐůŝĞŶƚƐŝŶĐŽŵƉůĞƚŝŶŐĞƐƐĞŶƚŝĂůĂĚŵŝŶŝƐƚƌĂƚŝǀĞƚĂƐŬƐ͕ƐƵĐŚĂƐĨŽƌŵƐƵďŵŝƐƐŝŽŶƐ͕ ĂƉƉůŝĐĂƚŝŽŶƐ͕ĂŶĚƉĂƉĞƌǁŽƌŬ͘
x DĂŝŶƚĂŝŶĚĞƚĂŝůĞĚƌĞĐŽƌĚƐŽĨĐůŝĞŶƚŝŶƚĞƌĂĐƚŝŽŶƐ͕ƐĞƌǀŝĐĞƐƌĞŶĚĞƌĞĚ͕ĨŽůůŽǁƵƉŝƚĞŵƐ͕ĂŶĚ ŽƵƚĐŽŵĞƐ͘
x &ŽƐƚĞƌƌĞŐƵůĂƌĐŽŵŵƵŶŝĐĂƚŝŽŶǁŝƚŚƚŚĞ,ŽƵƐŝŶŐDĂŶĂŐĞƌĂŶĚWƌŽũĞĐƚDĂŶĂŐĞƌďLJ ƉƌŽǀŝĚŝŶŐƵƉĚĂƚĞƐŽŶƉƌŽŐƌĞƐƐĂŶĚŽďƐƚĂĐůĞƐ͘
x ĐƚŝǀĞůLJĞŶŐĂŐĞŝŶƚĞĂŵŵĞĞƚŝŶŐƐ͕ĐŽŶƚƌŝďƵƚŝŶŐǀĂůƵĂďůĞŝŶƐŝŐŚƚƐƚŽĞŶŚĂŶĐĞƉƌŽŐƌĂŵ ĞĨĨĞĐƚŝǀĞŶĞƐƐ͘

dŝŵĞ>ŝŶĞ
Tasks dŝŵĞͬDŽŶƚŚ
ZĞǀŝĞǁĐůŝĞŶƚůŝƐƚǁŝƚŚŝƚLJ^ƚĂĨĨĂŶĚƚŚĞĂƐƚƌŽ
ŶĐĂŵƉŵĞŶƚZĞƐŽůƵƚŝŽŶ
WƌŽũĞĐƚDĂŶĂŐĞƌ;
ZWͿ͕ĂƐƐŝŐŶĐůŝĞŶƚƐƚŽĂƐĞDĂŶĂŐĞƌƐĂŶĚƌĞǀŝĞǁŐŽĂůƐ ĂŶĚŽďũĞĐƚŝǀĞƐĨŽƌĐůŝĞŶƚƐ͛ĂƐƐŝƐƚĂŶĐĞ͘
ĂLJƐϭ-ϭϱ
ĞĐ ϮϬϮϯ-:ĂŶ ϮϬϮ4
^ĐŚĞĚƵůĞŝŶŝƚŝĂůŵĞĞƚŝŶŐs ǁŝƚŚĐůŝĞŶƚƐĨŽƌŝŶƚƌŽĚƵĐƚŝŽŶ, ƐĞƚŽƵƚƐĐŚĞĚƵůĞĚ ŵĞĞƚŝŶŐƐĨŽƌĨŽůůŽǁ-ƵƉĂƐƐŝƐƚĂŶĐĞ͕ĂŶĚĐŽůůĞĐƚŝŶŝƚŝĂůĐůŝĞŶƚŝŶĨŽƌŵĂƚŝŽŶĨŽƌ ĐůŝĞŶƚĐĂƌĞƉůĂŶ͘
ĂLJƐϱ – ϯϬĂŶĚ
ŽŶŐŽŝŶŐ͘
ĞĐ ϮϬϮϯ-:ĂŶ ϮϬϮ4
DĞĞƚĐůŝĞŶƚƐĂŶĚĚĞǀĞůŽƉŝŶĚŝǀŝĚƵĂůĐĂƌĞƉůĂŶƐƚŽĂƐƐĞƐƐŵĞĚŝĐĂů͕ŵĞŶƚĂů͕ ĞŵƉůŽLJŵĞŶƚ͕ŚŽƵƐŝŶŐ͕ĂŶĚŽƚŚĞƌŶĞĞĚƐ͘
ĂLJƐϭϱ- ϰϱĂŶĚ
ŽŶŐŽŝŶŐ
ĞĐϮϬϮϯ – :ĂŶϮϬϮϰ
ŝ-ǁĞĞŬůLJŵĞĞƚŝŶŐƐǁŝƚŚĐůŝĞŶƚƐƚŽĚŝƐĐƵƐƐĂŶĚŝŵƉůĞŵĞŶƚĐůŝĞŶƚĐĂƌĞƉůĂŶƐ͘ ŽŽƌĚŝŶĂƚĞǁŝƚŚƐĞƌǀŝĐĞƉƌŽǀŝĚĞƌƐĨŽƌƌĞĨĞƌƌĂůƐĂŶĚŶĞĞĚĞĚƐĞƌǀŝĐĞƐ͘ :ĂŶƵĂƌLJϮϬϮ4 – :ƵŶĞ
ϮϬϮ4
WƌŽǀŝĚĞďŝ-ǁĞĞŬůLJĂŶĚŵŽŶƚŚůLJ;ŽƌĂƐŶĞĞĚĞĚͿƵƉĚĂƚĞƐĂŶĚƌĞƉŽƌƚƐƚŽ ZW
DĂŶĂŐĞƌĂŶĚŝƚLJƐƚĂĨĨ͘
:ĂŶƵĂƌLJϮϬϮϯ– :ƵŶĞ
ϮϬϮ4
WƌŽǀŝĚĞŚŽƵƐŝŶŐĨƵƌŶŝƐŚŝŶŐƐ͕ƐƚŽƌĂŐĞŽƉƚŝŽŶƐ͕ƌĞƐŽƵƌĐĞƐĨŽƌĨŽŽĚ͕ĂƐƐŝƐƚĂŶĐĞ ĨŽƌŶĞĞĚĞĚƚƌĂŶƐƉŽƌƚĂƚŝŽŶ͕ĂŶĚĂƐƐŝƐƚĐůŝĞŶƚƐĨŝůůŝŶŐŽƵƚƉĂƉĞƌǁŽƌŬĨŽƌ ĞŵƉůŽLJŵĞŶƚŽƉƉŽƌƚƵŶŝƚŝĞƐ͕ĂƉƉůŝĐĂƚŝŽŶƐĨŽƌĂƐƐŝƐƚĂŶĐĞ;^^/͕Ăů&ƌĞƐŚ͕Ăů ǁŽƌŬƐ͕ĞƚĐ͘Ϳ
:ĂŶƵĂƌLJϮϬϮϯ– :ƵŶĞ
ϮϬϮϰ










 
 


125
For the Contract between the City of
Richmond and
Housing Consortium of the East Bay (HCEB)

Project Outcomes and Evaluation

Program
Component
Program Outcome Indicator/
Measurement
Goal Evaluation
Method

ZĞƐŝĚĞŶƚ
ƐƐĞƐƐŵĞŶƚƐĂŶĚ
ĂƌĞWůĂŶƐ
/ĚĞŶƚŝĨLJŚŽƵƐŝŶŐ͕
ďĞŚĂǀŝŽƌĂů͕ŵĞŶƚĂů͕
ƉŚLJƐŝĐĂůŚĞĂůƚŚ,
ĞŵƉůŽLJŵĞŶƚ
ŶĞĞĚƐ͕ĂŶĚ
ƉƌŝŽƌŝƚŝĞƐŽĨ
ƌĞƐŝĚĞŶƚƐ
EƵŵďĞƌŽĨ
ƌĞƐŝĚĞŶƚƐ
ĐŽŵƉůĞƚŝŶŐ
ĂƐƐĞƐƐŵĞŶƚĂŶĚ
ŚŽƵƐŝŶŐƉůĂŶƐ
9Ϭн EƵŵďĞƌŽĨ
ƌĞƐŝĚĞŶƚƐǁŝƚŚ
ĐŽŵƉůĞƚĞĚĂƌĞ
Wlans
/ŵƉůĞŵĞŶƚĂƚŝŽŶ
ŽĨƌĞƐŝĚĞŶƚĂƌĞ
WůĂŶƐ
/ŵƉůĞŵĞŶƚĂƚŝŽŶŽĨ
ĂƌĞƉůĂŶƐĨŽƌ
ƌĞƐŝĚĞŶƚs ĨŽĐƵƐŝŶŐ
ŽŶŚŝŐŚƉƌŝŽƌŝƚLJ
ŶĞĞĚƐ
EƵŵďĞƌŽĨ
ƌĞƐŝĚĞŶƚƐǁŝƚŚ
ĐŽŵƉůĞƚĞĚĐĂƌĞ
ƉůĂŶƐǁŽƌŬŝŶŐŽŶ
ŝŵƉůĞŵĞŶƚĂƚŝŽŶ
ǁŝƚŚŝŶĨŝƌƐƚϰϱĚĂLJƐ
ŽĨƚŚĞĐŽŶƚƌĂĐƚ
9Ϭн ŽŵƉůĞƚĞĚĂƌĞ
WůĂŶƐĂŶĚ
ƐĐŚĞĚƵůĞŽĨĨŽůůŽǁ
ƵƉŵĞĞƚŝŶŐƐǁŝƚŚ
ƌĞƐŝĚĞŶƚƐ
ZĞƐŝĚĞŶƚůŝĞŶƚ
Care
ƐƐŝƐƚĐůŝĞŶƚƐŝŶ
ŽďƚĂŝŶŝŶŐ
ĨƵƌŶŝƐŚŝŶŐƐĂŶĚ
ŽƚŚĞƌŝƚĞŵƐ
ŶĞĞĚĞĚƚŽ
ĞƐƚĂďůŝƐŚŚŽƵƐŝŶŐ
ƌĞƐŝĚĞŶĐLJ͘
ŽŽƌĚŝŶĂƚĞǁŝƚŚ
ĐĂƐĞŵĂŶĂŐĞƌĨŽƌ
ŽƚŚĞƌƐĞƌǀŝĐĞƐĂƐ
ŶĞĞĚĞĚ͘
EƵŵďĞƌŽĨ
ƌĞƐŝĚĞŶƚƐƚŚĂƚĂƌĞ
ĂƐƐŝƐƚĞĚĂƐƉĂƌƚŽĨ
ƚŚĞŝƌƚƌĂŶƐŝƚŝŽŶƚŽ
ƉĞƌŵĂŶĞŶƚ
ŚŽƵƐŝŶŐ ĂŶĚ
ŽŶŐŽŝŶŐĂƐƐŝƐƚĂŶĐĞ
ƚŽĐƵƌƌĞŶƚůLJ
ŚŽƵƐĞĚƌĞƐŝĚĞŶƚƐ͘
ϯϬ-ϱϬ
ƌĞƐŝĚĞŶƚƐ
EƵŵďĞƌƌĞƐŝĚĞŶƚƐ
ƌĞĐĞŝǀĞ
ĨƵƌŶŝƐŚŝŶŐƐ͕ĨŽƌ
ĚĞůŝǀĞƌLJ͕
ƚƌĂŶƐƉŽƌƚĂƚŝŽŶ
ĂƐƐŝƐƚĂŶĐĞ͕
ƚŚƌŽƵŐŚ
ƐƵďŵŝƚƚĞĚ
ŝŶǀŽŝĐĞƐ͘
ZĞŐƵůĂƌZĞƉŽƌƚŝŶŐ WƌŽǀŝĚĞďŝǁĞĞŬůLJ
ĂŶĚŵŽŶƚŚůLJ
ƵƉĚĂƚĞƐƚŽ
ZW
DĂŶĂŐĞƌĂŶĚŝƚLJ
ƐƚĂĨĨ͘
ŝǁĞĞŬůLJ ĂŶĚ
ŵŽŶƚŚůLJƌĞƉŽƌƚƐ
ƐƵŵŵĂƌŝnjŝŶŐcase
ƉůĂŶƉƌŽŐƌĞƐƐĂŶĚ
ĂĐƚŝǀŝƚŝĞƐ

Ϯ ƉĞƌ
ŵŽŶƚŚ͕
ďŝǁĞĞŬůLJ
^ƵŵŵĂƌLJŽĨ
ǁĞĞŬůLJĂĐƚŝǀŝƚŝĞƐ
ŝŶĐůƵĚŝŶŐ
ĂƉƉŽŝŶƚŵĞŶƚƐĂŶĚ
ƌĞĨĞƌƌĂůƐ
ƐĐŚĞĚƵůĞĚ, ĂŶĚ
ŶƵŵďĞƌ ĂƚƚĞŶĚĞĚ










 
 


126
For the Contract between the City of
Richmond and
Housing Consortium of the East Bay (HCEB)

ƵĚŐĞƚ

ϭ͘ ŽŶƚƌĂĐƚŽƌƐŚĂůůĐŽŵƉůLJǁŝƚŚƚŚĞĂƩĂĐŚĞĚƵĚŐĞƚ͘

Ϯ͘ tŝƚŚƉƌŝŽƌǁƌŝƩĞŶĂƉƉƌŽǀĂůĨƌŽŵŝƚLJ͕ŽŶƚƌĂĐƚŽƌŵĂLJŵŽĚŝĨLJďƵĚŐĞƚůŝŶĞŝƚĞŵƐŽĨƵƉƚŽ ĮŌĞĞŶ;ϭϱйͿƉĞƌĐĞŶƚŽĨƚŚĞŝŶĚŝĐĂƚĞĚůŝŶĞŝƚĞŵƉƌŽǀŝĚĞĚƚŚĂƚƚŚ ĞƚŽƚĂůĐŽŵƉĞŶƐĂƟŽŶ ĂŵŽƵŶƚŝƐŶŽƚĞdžĐĞĞĚĞĚ͘

ϯ͘ ƵĚŐĞƚůŝŶĞ-ŝƚĞŵŵŽĚŝĮĐĂƟŽŶƐƐŚĂůůŶŽƚĂůƚĞƌĂŶLJƚĞƌŵƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕ŝŶĐůƵĚŝŶŐďƵƚ ŶŽƚůŝŵŝƚĞĚƚŽƚŚĞƐĐŽƉĞŽĨƐĞƌǀŝĐĞƐ͕ƟŵĞŽĨƉĞƌĨŽƌŵĂŶĐĞ͕ŽƌĐŽŵƉĞŶƐĂƟŽŶĂŵŽƵŶƚ͘

ϰ͘ ůůĞŵĂŝůƌĞƋƵĞƐƚƐĨŽƌďƵĚŐĞƚůŝŶĞ-ŝƚĞŵŵŽĚŝĮĐĂƟŽŶƐƐŚŽƵůĚďĞĂĐĐŽŵƉĂŶŝĞĚďLJĂďƌŝĞĨ ŶŽƚĞƌĞƋƵĞƐƟŶŐĂŶĚĞdžƉůĂŝŶŝŶŐƚŚĞĐŚĂŶŐĞƐ͕ŝŶĐůƵĚŝŶŐĂĚĞƐĐƌŝƉƟ ŽŶŽĨƚŚĞƐƉĞĐŝĮĐůŝŶĞ ŝƚĞŵƐĂŶĚƚŚĞƌĞĂƐŽŶƐĨŽƌƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͘ dŚĞĞŵĂŝůƌĞƋƵĞƐƟŶŐĂďƵĚŐĞƚůŝŶĞ - ŝƚĞŵ ŵŽĚŝĮĐĂƟŽŶ ƐŚŽƵůĚďĞ ĂĐĐŽŵƉĂŶŝĞĚ ďLJ ĂƌĞǀŝƐĞĚďƵĚŐĞƚ ǁŝƚŚĂ Đ ŽůƵŵŶ Ĩ Žƌ ƚ Ś Ğ  ŽƌŝŐŝŶĂůďƵĚŐĞƚ͕ĂĐŽůƵŵŶĨŽƌƚŚĞŵŽĚŝĮĐĂƟŽŶĂŵŽƵŶƚďLJůŝŶĞŝƚĞ ŵ͕ĂŶĚĂĮŶĂůĐŽůƵŵŶ ůŝƐƟŶŐƚŚĞĮŶĂůďƵĚŐĞƚǁŝƚŚŵŽĚŝĮĐĂƟŽŶ͘

ϱ͘ sE
͗ hƉŽŶ ĞdžĞĐƵƟŽŶ ŽĨ ƚŚŝƐ ŐƌĞĞŵĞŶƚ͕ ŝƚLJ ŵĂLJ ƉƌŽǀŝĚĞ ĂŶ ĂĚǀĂŶĐĞ ŝŶ ƚŚĞ ĂŵŽƵŶƚ ŽĨ ΨϮϱ͕ϬϬϬ or less ͘  Ě ǀ Ă Ŷ Đ Ğ Ɖ Ă LJ ŵ Ğ Ŷ ƚ Ɛ Ɛ Ś Ă ů ů ď Ğ Ž ī Ɛ Ğ ƚ Ă Ő Ă ŝ Ŷ Ɛ ƚ Ɛ Ƶ ď Ɛ Ğ Ƌ Ƶ Ğ Ŷ ƚ  ƉĂLJŵĞŶƚƐƚŽ'ƌĂŶƚĞĞĂƚƚŚĞƌĂƚĞŽĨŽŶĞ -ƚǁĞůŌŚ;ϭͬ7ƚŚͿŽĨƚŚĞĂĚǀĂŶĐĞĚĂŵŽƵŶƚŽǀĞƌ ƚŚĞůŝĨĞŽĨƚŚĞŐƌĞĞŵĞŶƚ͘










 
 


127
For the Contract between the City of
Richmond and
Housing Consortium of the East Bay (HCEB)

EXHIBIT B
BUDGET

Program
12/1/23 - 6/30/24
Annual
Salary
% FTE on
project 7 Months Salary
Program Manager (7 months) $ 74,800 1.00 $ 43,633 Senior Case Manager (Francyne) 69,352 $ 1.00 $ 40,455 Case Manager (Carlos Cuevas ) 56,040 $ 1.00 $ 32,690 Client Care Liaison (Mychal Bridgewater) 51,880$ 1.00 $ 30,263 Subtotal $ 147,042
Fringe Benefits & Rate rate: 33.00% 48,524 $
SUBTOTAL $ 195,566
11,000$
Bookkeeping 3,500$
3,500$
500$
2,625$
5,000$
Internet and Phone 2,100 $
25,000$
-$
53,225$
$ 248,791
31,099$
$ 279,890
Training
Flex Funds
Mileage and Transportation

PROFESSIONAL SERVICES BUDGET
December 1, 2023 to June 30, 2024
Grantee Name: HCEB
Castro ERF1 /CM
I. DIRECT COSTS
A. PERSONNEL
Operations
Office Expenses (including Information Technology)
Office Rent
PPE and other Supplies
7 months
Admin Costs- 12.5%
To be billed monthly with supporting documentation for each invoice.

GRAND TOTAL

SUBTOTAL

TOTAL DIRECT COSTS









 
 


128
For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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

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

Jesus M Morales
Housing Consortium of the East Bay (HCEB)
Community Development
Jesus M Morales









 
 


129
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:

Housing Consortium of the East Bay (HCEB)
Housing Consortium of the East Bay (HCEB)
Jesus M Morales
450 Civic Center Plaza
Russell Lobar, Chief Financial Officer
1204 Preservation Park Way, Suite 200
Oakland, CA 94612









 
 


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

EXHIBIT D

GENERAL CONDITIONS

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

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

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

4. Patents, Trademarks, Copyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, 








 
 


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

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

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

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

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

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








 
 


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

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

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

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

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

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








 
 


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

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

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

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

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










 
 


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

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

15. Indemnification
.

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

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








 
 


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

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

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

16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete 








 
 


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

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated 








 
 


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

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

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

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

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

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

24. Non-exclusivity
. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and 








 
 


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

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

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

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

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

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

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

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










 
 


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

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

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

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

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

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

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

35. Severability
. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view 








 
 


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

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

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

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

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

39. Performance and Final Acceptance
.

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

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










 
 


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

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

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








 
 


143
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):

1. 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 G, prior to the execution of this Agreement.

Housing Consortium of the East Bay (HCEB)









 
 


144
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.

Housing Consortium of the East Bay (HCEB)









 
 


145
&9)*#*5
(









 
 


146
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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

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

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

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

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

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









 
 


147
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

Required Policy Conditions
Additional Insured Endorsement Applic able to General Liability coverage.

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

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

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

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

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

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

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

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

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

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








 
 


148
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

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

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

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

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

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

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

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

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

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

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

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









 
 


149

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be e ndorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

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

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY

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The ACORD name and logo are registered marks of ACORD
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THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
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LOC #:

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POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:
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151
POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – SCHEDULED PERSON OR

ORGANIZATION
CG 20 10 12 19
2023-10963
Named Insured: Housing Consortium of the East Bay; Inclusive Commu Any person or organization that you are required to
add as an additional insured on this policy, under a
written contract or agreement currently in effect, or
becoming effective during the term of this policy. The
additional insured status will not be afforded with
respect to liability arising out of or related to your
activities as a real estate manager for that person or
organization.

All insured premises and operations.

Location(s) Of Covered Operations
Name Of Additional Insured Person(s)
Or Organization(s)

SCHEDULE

COMMERCIAL GENERAL LIABILITY COVERAGE PART
This endorsement modifies insurance provided under the following:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
A.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by
or on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or

2. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
© Insurance Services Office, Inc., 2012 Page 1 of 6CG 20 10 12 19 








 
 


152

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
© Insurance Services Office, Inc., 2012 Page 2 of 6CG 20 10 12 19 








 
 


153

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84)
Schedule
Person or Organization Job Description
Any person or organization as required by written contract.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 4/1/2023 Policy No. TWC4242573 Endorsement No. 0 Insured Housing Consortium of The East Bay(Nonprofit Corp.) Premium $ 98,742 Insurance Company Technology Insurance Company, Inc.

Countersigned by
WC 04 03 06
(Ed. 04-84)









 
 


154