Agenda — Richmond City Council, June 25, 2024 (part 4 of 9)

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 691
DRAFT
Confidential Information confidential at all times after the completion of work with American Rivers, and (b) not make use of the Confidential Information for Contractor’s own behalf or on behalf of any third party.

Contractor also hereby assigns to American Rivers and/or waives any and all claims that Contractor may now or hereafter have in any jurisdiction to so-called “moral rights” in connection with the Work. Contractor shall secure the same agreement from all independent contractors performing services in connection with Contractor’s performance under this Agreement. Contractor warrants that it is the sole creator of the Work except for such material from copyrighted sources as is reproduced by written permission of the copyright owner, and that the Work: (i) is original (except for such material from copyrighted sources as is reproduced by written permission of the copyright owner); (ii) contains no matter that is scandalous, obscene or libelous or otherwise contrary to law; and (iii) contains only information and data that is true and accurate to the best of Contractor’s knowledge, belief, and expertise.

8. Termination without Cause. American Rivers may cancel this Agreement, at any time and without cause, by giving the Contractor fifteen (15) calendar days’ written notice of cancellation. In the event of termination of this Agreement for a reason other than Contractor’s default, American Rivers shall pay Contractor for (i) all services rendered and all reimbursable costs incurred by Contractor up to the date of receipt of notice of termination, and (ii) all direct and documented expenses reasonably incurred by Contractor in connection with the orderly termination of this Agreement, as determined by American Rivers in its sole discretion. In no event shall American Rivers be liable for any indirect, special or consequential expenses incurred by Contractor or its subconsultants, including, but not limited to, lost profits, overhead, margin, or intangible costs.

9. Termination for Lack of Funding. Should the primary source of funding for this project be reduced, deleted or delayed by the federal or state budget process or other budget control actions, and the work under this agreement is canceled or suspended, American Rivers shall provide written notice to Contractor and be liable for any work completed pursuant to the Task Order up to the date of receipt of the written notice and shall have no liability for payment for work undertaken after such date.

10. Termination with Cause. In the event that one of the parties is in default as defined below, the non-breaching party may, in its sole reasonable discretion, immediately cancel the Agreement without penalty by giving the breaching party written notice of such cancellation which shall not excuse breaches of this Agreement that already may have occurred.

Page 2 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 692
DRAFT
such violation within five (5) calendar days after receipt of written notice of said violation; or
(ii) Contractor becomes listed on the federal government’s list of parties excluded from receiving Federal contracts, certain subcontracts, and certain Federal financial and nonfinancial assistance and benefits, pursuant to the provisions of 31 U.S.C. 6101, note, E.O. 12549, E.O. 12689, 48 CFR 9.404, and each agency's codification of the Common Rule for Nonprocurement suspension and debarment (www.sam.gov -- System for Award Management (SAM)); or
(iii)filing by Contractor of a voluntary petition under any bankruptcy, reorganization, insolvency, or any other law for the relief of, or relating to debtors; the filing against Contractor of an involuntary petition in bankruptcy or a receiver or trustee is appointed to take possession of Contractor’s property, any of Contractor’s property is subjected to levy, seizure, assignment, application or sale for or by any creditor or governmental agency, and such action is not dismissed within thirty (30) calendar days thereafter; or Contractor becomes insolvent; or
(iv) dissolution of Contractor voluntarily, involuntarily or by operation of law; or (v) assignment of this Agreement by Contractor to any other entity without the prior written consent of American Rivers.

B. American Rivers Default: Default on the part of American Rivers shall include, without being limited to, the occurrence of any of the following events:
(i) failure by American Rivers to make approved payments to Contractor within sixty (60) business days after receipt of written notice from Contractor of failure to comply with the payment specifications described in this Agreement; or (ii) dissolution of American Rivers voluntarily, involuntarily or by operation of law.

11. Time is of the Essence. Time is of the essence for this Contract and American Rivers and Contractor agree that any time period set forth in Attachment A represents their best estimates with respect to completion dates. However, both American Rivers and Contractor acknowledge that departures from the schedule may occur and will make reasonable efforts to notify the other party of changes to the schedule. Further, neither American Rivers nor Contractor shall be responsible for any delay in performance arising from any event that is not caused by and is beyond the reasonable control of the nonperforming Party, regardless of whether the event was foreseeable. Such events include, but are not limited to, force majeure events such as natural disasters, pandemics, action or inaction by a government entity, an accident such as a fire or explosion not due to the negligence of the Party seeking to be excused, war, acts of terrorism including threats of terrorism, a riot, or unusually severe weather. The Party affected by the event shall provide notice of the delay in writing to the other Party no later than (7) calendar days after the Party has knowledge that a delay has, will, or may occur. Following the occurrence of such an event, American Rivers and Contractor shall confer to determine the best course of action for resuming the Work and setting new performance timelines. Both American Rivers and Contractor shall, at all times, take reasonable steps within their respective powers and consistent with best practices to:
(a) Prevent force majeure events from affecting the performance of their obligations under this Agreement
(b) Mitigate the effects of force majeure events; and
(c) Timely comply with their obligations under this Agreement.

12. Nonassignability. This Agreement may not be assigned to any other entity or person without the express written consent of American Rivers.

Page 3 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 693
DRAFT

13. Indemnification. Contractor agrees to indemnify and to hold American Rivers, the City of Richmond, and each entity’s directors, officers, employees, and agents harmless from and against all claims, actions, damages, liabilities, demands, costs, and expenses, including reasonable attorney fees, resulting from or attributable to any act within the scope of this Agreement by Contractor, its employees, or agents (i) in violation of any of the provisions of this Agreement, or (ii) in violation of any law, rule, or regulation of the United States or its agencies or of any state or its agencies, or (iii) resulting from the negligence or willful misconduct of Contractor. The foregoing indemnity provision shall survive and remain in full force and effect following termination of this Agreement for any such act occurring during the initial term or any renewal term of this Agreement.

American Rivers agrees to indemnify and to hold Contractor, its directors, officers, employees, and agents harmless from and against all claims, actions, damages, liabilities, demands, costs, and expenses, including reasonable attorney fees, resulting from or attributable to any act within the scope of this Agreement by American Rivers, its employees, or agents (i) in violation of any of the provisions of this Agreement, or (ii) in violation of any law, rule, or regulation of the United States or its agencies or of any state or its agencies, or (iii) resulting from the negligence or willful misconduct of American Rivers. The foregoing indemnity provision shall survive and remain in full force and effect following termination of this Agreement for any such act occurring during the initial term or any renewal term of this Agreement.

14. Insurance. Contractor and its subcontractor(s) shall obtain and maintain for the Term of this Agreement, usual and customary policies of insurance, including, Errors and Omissions in the amount of $1,000,000; Workers’ Compensation in the maximum amounts required by law; Automobile Liability with bodily injury limits of at least $1,000,000.00 per accident for bodily injury and property damage.; and Commercial General Liability (CGL) insurance in the amount of $2,000,000 per occurrence for bodily injury, personal injury and property damage, and Worker’s Compensation as required by law with Employer’s Liability of no less than $1,000,000. All policies shall be with insurers admitted to transact business in the State of California and having a current Best's rating of "A:VII" or better, and shall name American Rivers, Inc., , Contra Costa County, the State of California and City of Richmond, and their respective elective and appointive boards, commissions, officers, agents, employees, and volunteers as additional insureds. Contractor’s policy shall cover the additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and with respect to liability arising out of work or operations, including completed operations, performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with the work or operations.

Such policies shall state "insurance is primary and all other insurance shall be noncontributory", shall waive all rights of subrogation against the additional insureds; and shall also contain a provision that American Rivers shall be notified in writing thirty (30) days before the policies may be canceled or allowed to expire or any reduction in coverage. include American Rivers and the State of California as an additional insured under its CGL policy, and provide American Rivers with a copy of the Endorsement.

Delivery of this Endorsement to American Rivers shall be a condition precedent to the first payment to Contractor. The insurance policies shall also contain a provision by which the insurer agrees that such policy shall not be canceled except after thirty (30) days written notice to American Rivers.

15. Right of Entry. Contractor shall coordinate with American Rivers, in obtaining the right to

Page 4 of 16 ends

16. Compliance.

A. Throughout the term of the Agreement, Contractor and its subcontractors shall comply with all rules indicated in the Attachment B, terms and conditions imposed by the funder(s) of this project.

B. Contractor shall comply with all federal, state and local laws, applicable statutes, Executive Orders, Office of Management and Budget circulars, and terms and conditions of the applicable source of funding for this Agreement, and regulations in effect, or reasonably expected to be in effect, including but not limited to, environmental laws and regulations, as of the date of completion of the Agreement.

C. Design changes made necessary by newly enacted laws, codes and regulations after this date shall entitle Contractor to a reasonable adjustment in the Project schedule and additional compensation as necessary to complete the tasks outlined in the Task Order affected by such newly enacted laws, codes and regulations.

17. Warranty. All supervisors, employees, subcontractors and authorized representatives assigned to perform services under this Agreement shall be fully qualified and specially trained in their respective responsibilities and shall perform the assigned services with care and diligence.

Contractor represents and warrants that all of Contractor’s services, including the estimate of cost, the setting of the schedule, and all work performed by subcontractors shall be performed in a professional and workmanlike manner.

18. Safety Precautions and Protection of Property. Contractor shall plan and conduct the work to safeguard its staff and property from injury. Contractor shall direct performance of work in compliance with reasonable safety and work practices and applicable federal, state, and local laws, rules, and regulations including, but not limited to, occupational safety and health standards. Contractor shall follow any site-specific safety plans, as may be required by state and local government during the global pandemic caused by the Covid-19 virus. Neither the issuance of special instructions by American Rivers nor the adherence thereto by Contractor shall relieve Contractor of the sole responsibility to maintain safe and efficient working conditions. Should a death, serious personal injury, or substantial property damage occur in connection with the performance of this Contract, Contractor shall notify American Rivers immediately.

19. Applicable Law. This Agreement will be governed by the laws of the State of California and any action relating to this Agreement shall be instituted and prosecuted in the courts of Contra Costa County, California. This Agreement can be amended only by a written amendment signed by American Rivers and Contractor.

20. Legal Relationship of Parties. Nothing in this Agreement shall be construed as constituting a partnership, joint venture, employment relationship, agent/principal relationship, or other association of any kind, between the parties hereto, and neither party shall have the power to obligate or bind the other party in any manner whatsoever.

21. Conflict of Interest. Contractor agrees to notify American Rivers of any potential conflict of interest and/or related party transaction that could occur as a result of performance of the contract. Notification should be sent to American Rivers’ primary business address to the attention of the Office of the General Counsel.

22. Merger and Modification. This Agreement contains the entire agreement between the parties

Page 5 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 695
DRAFT
and any previous agreement is merged into this Agreement. This Agreement may be modified only by subsequent written agreement signed by both parties.

23. Survival of Certain Provisions. Any rights or remedies accruing to a party hereto after the termination or cancellation of this Agreement, including, without limitation, the provisions regarding Indemnification, Confidentiality, and Company Information shall survive such termination or cancellation.

Page 6 of 16 ends

American Rivers, Inc. Restoration Design Group
BY: BY:

PRINTED
Kristin M. May NAME:

Chief Financial Officer TITLE:

DATE: DATE:

Page 7 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 697
DRAFT

ATTACHMENT A

SCOPE OF WORK

1. Work to be performed:

Please see below Scope of Services dated June 3, 2022.

2. Term:

July 1, 2022 – March 1, 2024

3. Budget:

Not to exceed $125,500
American Rivers must receive or have on file a completed W-9 and insurance documentation from Contractor before payment can be processed.

Contractor shall invoice American Rivers quarterly as certain work and deliverables are completed. Invoices shall describe the activities used in support of this Agreement in the relevant quarter. American Rivers shall pay the undisputed portion of invoices within thirty (30) calendar days after receipt of invoice. All invoices must include: 1) the total contract amount, 2) less previous invoice(s) amounts, 3) less the current invoice amount, 4) total amount of contract remaining, and 5) evidence of any match fulfilled with during that invoicing period.

Page 8 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 698
DRAFT
RDG

RESTORATION
DESIGN

GROUP, INC

BERKELEY
2332 5th Street, Suite C
Berkeley
California 94710
510.644.2798

MEDFORD
1495 S Oakdale Avenue
Medford
Oregon 97501
541.238.2812
RestorationDesignGroup.com

SCOPE OF SERVICES
Flood Risk Reduction in the Rheem Creek Watershed
Task 1.03. Design and Engineering Services
A. UPDATED PERMIT SET
This task will update the existing 65%/Permit set of construction documents in response to initial permit agency requests. The updated 65% Design set will be submitted to the permit agencies with other updated permit materials.

Deliverables:
• Updated 65% Plans in PDF and AutoCAD Civil 3D format
B. 90% PLANS, SPECIFICATIONS, AND ESTIMATE (PS+E)
This task will advance the 65% design based on redline, mark-ups, phone calls, updates and refinements from Client, stakeholder, and permit agency input. After submittal, RDG will have a review meeting with the Client to advance planning and design for the 100% set.

Deliverables:
• 90% Opinion of Probable Costs
• 90% Plans in PDF and AutoCAD Civil 3D format
• Draft Technical Specifications in CSI Format
• Review meeting with Client
Assumptions:
• Technical specifications are in CSI format (per RDG standards) • Storm Water Pollution Prevention Plan (SWPPP) will be prepared by the selected contractor for the project (post-bid)
• Client will assemble a single set of written review comments from all reviewers and resolve any conflicting or unclear comments prior to submitting to RDG
C. 100% PLANS, SPECIFICATIONS, AND ESTIMATE (PS+E)
This task will advance the 90% PS+E based on redline, mark-ups, phone calls, updates and refinements from Client and stakeholder input.

Deliverables:
• 100% Opinion of Probable Costs
• 100% Design Drawings in PDF and AutoCAD Civil 3D format • Final Technical Specifications in CSI Format
Assumptions:
• Technical specifications are in CSI format (per RDG standards)

Page 9 of 16 ends

FLOOD RISK REDUCTION IN THE RHEEM CREEK WATERSHED / PROPOSAL 3 JUNE 2022
2 • Client will provide Division 1 specifications
• Plans do not include dewatering plans (assumed to be provided by the selected construction contractor)
• Project will be constructed in a single phase - Services related to preparing plans for phased construction other than that noted in the scope of services are not included
D. BID SET PLANS, SPECIFICATIONS, AND ESTIMATE (PS+E)
This task will advance the 100% PS+E based on redline, mark-ups, phone calls, updates and refinements from Client and stakeholder input. Changes to the bid set plan will be limited to corrections and do not include design changes. Plans, Specifications, and Estimate will be suitable for public bid.

Deliverables:
• Bid set Opinion of Probable Costs
• Bid set Design Drawings in PDF and AutoCAD Civil 3D format • Final Technical Specifications in CSI Format
E. COORDINATING MEETINGS
This task includes time for monthly check-in meetings through June 2023 (initiation of construction).

Deliverables:
• Attendance at monthly coordinating meetings
• Figures, documents, and meetings not listed in the scope are assumed to be not included in the scope and available via a contract amendment Task 1.05. Environmental Documents
RDG will revise the permit application, attachments, and supporting documents for the US Army Corps of Engineers 404 CWA Certification, Regional Water Quality Control Board 401 CWA Certification, and California Department of Fish and Wildlife 1600 Lake and Streambed Alteration Agreement. RDG will submit revised permit packets (including updated permit set construction documents (Task 1.02) to the respective permit agencies. RDG will follow up with contacts at the permitting agencies, arrange an on-site meeting with agency staff.

Deliverables:
• Modification of three permit applications (USACE 404, CDFW Lake and Streambed Alteration Agreement, Region 2 RWQCB 401 Certification • Coordination and follow up with permit agencies
• One on-site visit if necessary
Assumptions:
• Letter of Map Revision (LOMR) or Conditional Letter of Map Revision not included

Page 10 of 16 ends

FLOOD RISK REDUCTION IN THE RHEEM CREEK WATERSHED / PROPOSAL 3 JUNE 2022
3 • Preparation of a Biological Assessment or coordination of a Section 7 Consultation with US Fish and Wildlife or National Marine Fisheries Service is not included
• Fee for Task 1.05 includes $7500 for permit fees which will be paid by RDG and reimbursed by the grant
Task 2.12. Construction Contract Administration
RDG will provide Construction Contract Administration (CCA) to support the Client. During construction, RDG will be available to observe the site work to evaluate compliance with the Construction Documents. This will include a series of meetings on‐site between RDG and the contractor. After each site visit RDG shall prepare a written memo or email to document the field discussions and decisions made. Review Requests for Change Order proposals from contractor and advise Client on costs and payments. Included is a series of Punch List visits with Client, and a letter of Substantial, and Final project acceptance.

Deliverables:
• Responses to Requests for Information (RFI’s)
• Process and review submittals
• Site Visits and Documentation
• Attendance up to 12 weekly construction meetings (one staff person) • Letter of substantial and final project acceptance
Assumptions:
• Construction will last 12 weeks

COMPENSATION
Task Fee
Task 1.03 Design and Engineering Services $77,500
Task 1.05 Environmental Documents $18,000
Task 2.12 Construction Contract Administration $30,000
TOTAL $125,500
Typical project reimbursables include printing costs, mileage, parking, or courier delivery (if requested). If courier delivery is not requested, hardcopies of deliverables can be picked up at RDG offices in Berkeley; electronic copies will be emailed on request.

Hourly Staff Rates 2022
RDG Principal $200/hr

Page 11 of 16 ends

FLOOD RISK REDUCTION IN THE RHEEM CREEK WATERSHED / PROPOSAL 3 JUNE 2022
4 Principal Civil Engineer $200/hr
Principal Landscape Architect $175/hr
Director $150/hr
Landscape Designer $125/hr
Junior Engineer $125/hr
Reimbursables
Mileage $.56/mile
Direct Costs/Reimbursables (Cost+10%)

Page 12 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 702
DRAFT

ATTACHMENT B

COMPLIANCE PROVISIONS
The following provisions apply to this Agreement because this Agreement is funded in whole or in part by State of California (State) and the City of Richmond (“City”) funds.

1. Air and Water Law Compliance – Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of Federal law relating to air or water pollution.

2. Labor Compliance -- Contractor must comply with applicable California Labor Code requirements, including, but not limited to, Section 1720 et seq. of the California Labor Code regarding public works, limitations on use of volunteer labor (California Labor Code Section 1720.4) and payment of prevailing wages for work done and funded pursuant to this Project, including any payments to the Department of Industrial Relations under California Labor Code Section 1771.3.

3. Union Organizing – Contractor certifies that no request for reimbursement, or payment under this agreement, will seek reimbursement for costs incurred to assist, promote or deter union organizing.

4. Budget Contingency/Limit On State Funds – Should State funding for this project be reduced, deleted or delayed by the federal or state budget process or other budget control actions, and the work under this agreement is canceled or suspended, American Rivers shall provide written notice to Contractor and be liable for any work completed up to the date of receipt of the written notice and shall have no liability for payment for work undertaken after such date.

5. Acknowledgment – Contractor shall coordinate with American Rivers to include appropriate acknowledgement of credit to the State and to all cost-sharing partners for their support when promoting the Project or using any data and/or information developed under this Project.

6. Disclosure Agreement – Any document or written report prepared in whole or in part pursuant to this Agreement shall contain a disclosure statement indicating that the document or written report was prepared through support from Federal and State funding. Contractor shall coordinate with American Rivers in fulfilling this requirement.

7. Americans with Disabilities Act – By signing this Agreement, Contractor assures American Rivers that it complies with the Americans with Disabilities Act (ADA) of 1990, (42 U.S.C., 12101 et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA.

8. Audits – American Rivers, City, and the State, or their designated representative, reserve the right to conduct an audit at any time until the completion of the Project, with the costs of such audit borne by auditing entity. Contractor shall allow auditor(s) access to relevant records during normal business hours and allow interviews of any employees who might reasonably have information related to such records. The records shall include, without limitation, evidence sufficient to reflect properly the amount, receipt, deposit, and disbursement of all funds related to the construction and implementation of the project, and the use, management, operation and maintenance of the real property. Time and effort reports are also required. The Contractor’s accounting and control

Page 13 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 703
DRAFT
systems shall conform to generally accepted accounting principles. All records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices, and vouchers. Contractor shall preserve all records pertaining to the Project for this purpose for at least five (5) years after Project completion and until all Federal or State audits are complete and exceptions resolved for this contract’s funding period.

9. Inspection – City shall have the right to inspect the project or services without notice if they are being performed on City or other public property. 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.

10. 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.

11. Independent Capacity – Contractor and its employees shall act in an independent capacity and not as officers, employees, or agents of the State for the duration of its performance of services under this Agreement.

12. Business and Professions Code and Business License – Contractor and its subcontractor(s) (if applicable) must comply with the Business and Professions Code, including, but not limited to, section 6700 et seq. (Professional Engineers Act) or section 7800 et seq. (Geologists and Geophysicists Act). Further, the Contractor will conduct all work consistent with the professional standards of the industry and type of work performed in the course of the Project. 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.

Contractor shall obtain a City of Richmond Business license before commencement of work, and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

13. Drug-Free Workplace Certification -- By signing this Agreement. Contractor and its subcontractors hereby certify under penalty of perjury under the laws of State of California, compliance with the requirements of the Drug-Free Workplace Act of 1990 (Government Code 8350 et seq.) and that it will have or will provide a drug-free workplace by taking the following actions:
a. publish a statement notifying employees, and its subcontractors that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees, or subcontractors for violations as required

Page 14 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 704
DRAFT
by Government Code Section 8355(0). b) Establish a Drug-Free Awareness Program, as required by Government Code Section 8355
b. to inform employees or subcontractors about all of the following:

1. The dangers of drug abuse in the workplace,

2. Grantee's policy of maintaining a drug-free workplace,

3. Any available counseling, rehabilitation, and employee assistance programs, and

4. Penalties that may be imposed upon employees and subcontractors for drug abuse violations.
c. Provide as required by Government Code Sections 8355(c), that every employee, and/or subcontractor who works under this Agreement:

1. Will receive a copy of Contractor's drug-free policy statement, and

2. Will agree to abide by terms of Contractor's condition of employment, contract or subcontract.

14. Non-Discrimination – During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, allow harassment against any employee or applicant for employment or deny benefits to any person because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), genetic information, age (over 40), marital status, gender, gender identity, gender expression, sexual orientation, military and veteran status, denial of pregnancy disability leave or reasonable accommodation, and denial of family and medical care leave.

Contractor and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (California Government Code Section 12990 (a-f) et seq.), the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the California Government Code (Gov. Code, § 11135-11139.5), and the regulations or standards adopted by the State Coastal Conservancy to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing California Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

15. Compliance with City Laws – Contractor shall comply with all provisions of the Richmond Municipal Code (“Municipal Code”). Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to American Rivers 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.

Page 15 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 705
DRAFT

16. Rights in Data – If applicable, American Rivers and State retain rights to all final products, or any part thereof, produced as a result of this Project, including usage, reproduction, and publication.

American Rivers and State reserve all rights in copyright works created by Contractor in the performance of work under this Project.

17. Confidentiality of Data – All data, reports, information, inventions, improvements and discoveries used, compiled, developed, processed, stored or created by Contractor using Confidential and/or Sensitive Information shall be treated as Confidential and/or Sensitive Information by Contractor.

No such data, reports, information, inventions, improvements or discoveries shall be released, published or made available to any person (except to State) without prior written approval from American Rivers.

18. Protection of Information – Contractor shall work with American Rivers to take all necessary measures to protect Confidential or Sensitive Information to which it gains access from unauthorized access (accidental or intentional), modification, destruction, or disclosure. These measures may include but are not limited to: password protection of electronic data, encrypted transmission of electronic data, and secure mailing and locked storage of paper and taped copies.

Such measures may also include establishment of secure workstations and maintenance of a secure workstation access log. Contractor shall also apply appropriate security patches and upgrades and keep virus software up-to-date on all systems on which Confidential or Sensitive Information may be used.

Contractor shall ensure that all media, including electronic media, containing Confidential or Sensitive Information, to which they are given access are protected at the level of the most confidential or sensitive piece of data on the media. Contractor shall limit personnel allowed access to Confidential and Sensitive Information to those persons with a demonstrable business need for such access. Contractor shall maintain a current list of all personnel with access to Confidential and Sensitive Information.

19. Indemnification – This Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional as defined in California Civil Code Section 2782.8(b)(2). Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors. Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution.

Contractor’s obligation to General Conditions/EJ/TE 01-19-11 7 of 13 indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.

20. Intellectual Property – 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. Contractor will work with American Rivers to ensure that City can secure these rights.

Page 16 of 16 ends

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 706

Page 1 of 13 ends

AGREEMENT BETWEEN
AMERICAN RIVERS, INC. AND THE WATERSHED PROJECT
American Rivers, Inc. ("American Rivers") and The Watershed Project (“Contractor”) hereby agree as follows:

1. Parties. This professional services agreement (the “Agreement”) is made and concluded by American Rivers, a nonprofit corporation organized and existing under the laws of the District of Columbia, having its principal business address at 1101 14th Street, N.W., Suite 1400, Washington, D.C. 20005 and Contractor, a corporation having its principal business address at 1327 South 46th Street, Building 155, Richmond, CA 94804.

2. Work Plan. Contractor agrees to perform the work as outlined in the attached Scope of Work (“Attachment A”) which is hereby incorporated by reference and made a part of this Agreement.

3. Project Management. The following individuals are designated as project managers for their respective parties:

Contractor: Juliana Gonzalez
1327 South 46th Street
Building 155
Richmond, CA 94804
Phone: (510) 665-3430
E-mail: [email protected]
American Rivers: Sarah Puckett
Director, California Central Valley River Conservation
1832 Second Street, Berkeley, CA 94710
Phone: (415) 203-3766
E-mail: [email protected]

4. Budget and Payment Terms. American Rivers will pay Contractor as set out in the Scope of Work. American Rivers must receive a completed W-9 from Contractor before any payments can be processed. American Rivers will pay all approved invoices within 30 days of receipt.

5. Company Information. Pursuant to this Agreement, Contractor will use and obtain company information concerning American Rivers. Such “Company Information” includes, but is not limited to: mailing lists, reports, files, memoranda, records and software, computer, and other physical personal property, which Contractor has or will receive or prepare or help to prepare in connection with this project. Contractor will not retain any copies, duplicates, reproductions or excerpts thereof.

6. Confidentiality. In the course of this project, Contractor will acquire confidential information. The term "Confidential Information" as used in this Agreement includes, without limitation, (a) Company Information as defined in Section 5 of this Agreement; (b) information received from third parties under confidential conditions, and (c) other technical, business or financial information or trade secrets, the use or disclosure of which might reasonably be construed to be contrary to the best interests of American Rivers. Contractor understands and agrees that such Confidential Information is disclosed to Contractor in confidence and solely for the use of American Rivers. Contractor acknowledges that Contractor has no ownership right or interest in any Confidential Information used or DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 707

Page 2 of 13 ends

developed during the course of this work. Contractor understands and agrees to (a) keep such Confidential Information confidential at all times after the completion of work with American Rivers, and (b) not make use of the Confidential Information for Contractor’s own behalf or on behalf of any third party.

7. Ownership of Intellectual Property. Materials prepared or delivered by Contractor to American Rivers under the terms of this Agreement (“Work”) shall be works made for hire created for and owned by American Rivers and/or the City of Richmond. To the extent that any material does not constitute work made for hire as a matter of law, Contractor hereby grants and assigns to American Rivers exclusive rights to the material under United States intellectual property law and all international conventions, including without limitation, copyrights, trade secrets, and patents in and to such materials and the right to copyright the material and any renewals thereof in the name of American Rivers. Contractor also hereby assigns to American Rivers and/or waives any and all claims that Contractor may now or hereafter have in any jurisdiction to so-called “moral rights” in connection with the Work. Contractor shall secure the same agreement from all independent contractors performing services in connection with Contractor’s performance under this Agreement. Contractor warrants that it is the sole creator of the Work except for such material from copyrighted sources as is reproduced by written permission of the copyright owner, and that the Work: (i) is original (except for such material from copyrighted sources as is reproduced by written permission of the copyright owner); (ii) contains no matter that is scandalous, obscene or libelous or otherwise contrary to law; and (iii) contains only information and data that is true and accurate to the best of Contractor’s knowledge, belief, and expertise.

Notwithstanding the foregoing, Contractor may, working with American Rivers and American Rivers receiving City of Richmond's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, American Rivers and the City of Richmond 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, import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license. If required by the City of Richmond and at its expense, Contractor further agrees to assist, in every proper way to secure such intellectual property rights with respect thereto.

9. Termination for Lack of Funding. Should the primary source of funding for this project be reduced, deleted or delayed by the federal or state budget process or other budget control actions, and the work under this agreement is canceled or suspended, American Rivers shall provide written notice to Contractor and be liable for any work completed pursuant to the DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 708

Page 3 of 13 ends

Task Order up to the date of receipt of the written notice and shall have no liability for payment for work undertaken after such date.

A. Contractor Default: Default on the part of Contractor shall include, without being limited to, the occurrence of any of the following events:
(i) failure by Contractor to comply with any of the provisions of this Agreement in a satisfactory manner as reasonably determined by American Rivers and failure to cure such violation within five (5) calendar days after receipt of written notice of said violation; or
(ii) Contractor becomes listed on the federal government’s list of parties excluded from receiving Federal contracts, certain subcontracts, and certain Federal financial and nonfinancial assistance and benefits, pursuant to the provisions of 31 U.S.C. 6101, note, E.O. 12549, E.O. 12689, 48 CFR 9.404, and each agency's codification of the Common Rule for Nonprocurement suspension and debarment (www.sam.gov -- System for Award Management (SAM)); or
(iii)filing by Contractor of a voluntary petition under any bankruptcy, reorganization, insolvency, or any other law for the relief of, or relating to debtors; the filing against Contractor of an involuntary petition in bankruptcy or a receiver or trustee is appointed to take possession of Contractor’s property, any of Contractor’s property is subjected to levy, seizure, assignment, application or sale for or by any creditor or governmental agency, and such action is not dismissed within thirty (30) calendar days thereafter; or Contractor becomes insolvent; or
(iv) dissolution of Contractor voluntarily, involuntarily or by operation of law; or (v) assignment of this Agreement by Contractor to any other entity without the prior written consent of American Rivers.

11. Time is of the Essence. Time is of the essence for this Contract and American Rivers and Contractor agree that any time period set forth in Attachment A represents their best estimates with respect to completion dates. However, both American Rivers and Contractor acknowledge that departures from the schedule may occur and will make reasonable efforts to notify the other party of changes to the schedule. Further, neither American Rivers nor Contractor shall be responsible for any delay in performance arising from any event that is not caused by and is beyond the reasonable control of the nonperforming Party, regardless of whether the event was foreseeable. Such events include, but are not limited to, force majeure events such as natural disasters, pandemics, action or inaction by a government entity, an accident such as a fire or explosion not due to the negligence of the Party seeking to be excused, war, acts of terrorism including threats of terrorism, a riot, or unusually severe weather. The Party affected by the event shall provide notice of the delay in writing to the DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 709

Page 4 of 13 ends

other Party no later than (7) calendar days after the Party has knowledge that a delay has, will, or may occur. Following the occurrence of such an event, American Rivers and Contractor shall confer to determine the best course of action for resuming the Work and setting new performance timelines. Both American Rivers and Contractor shall, at all times, take reasonable steps within their respective powers and consistent with best practices to:
(a) Prevent force majeure events from affecting the performance of their obligations under this Agreement
(b) Mitigate the effects of force majeure events; and
(c) Timely comply with their obligations under this Agreement.

12. Nonassignability. This Agreement may not be assigned to any other entity or person without the express written consent of American Rivers.

14. Insurance. Contractor and its subcontractor(s) shall obtain and maintain for the Term of this Agreement, usual and customary policies of insurance; Workers’ Compensation in the maximum amounts required by law; Automobile Liability with bodily injury limits of at least $1,000,000.00 per accident for bodily injury and property damage.; and Commercial General Liability (CGL) insurance in the amount of $2,000,000 per occurrence for bodily injury, personal injury and property damage, and Worker’s Compensation as required by law with Employer’s Liability of no less than $1,000,000. All policies shall be with insurers admitted to transact business in the State of California and having a current Best's rating of "A:VII" or better, and shall name American Rivers, Inc., Contra Costa County, the State of California and City of Richmond, and their respective elective and appointive boards, commissions, officers, agents, employees, and volunteers as additional insureds. Contractor’s policy shall cover the additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and with respect to liability arising out of work or operations, including completed operations, performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with the work or operations.

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 710

Page 5 of 13 ends

15. Right of Entry. Contractor shall coordinate with American Rivers, in obtaining the right to enter the property where the Work is to be performed.

16. Compliance.

A. Throughout the term of the Agreement, Contractor and its subcontractors shall comply with all rules indicated in the Attachment B, terms and conditions imposed by the funder(s) of this project.

19. Applicable Law. This Agreement will be governed by the laws of the State of California and any action relating to this Agreement shall be instituted and prosecuted in the courts of Contra Costa County, California. This Agreement can be amended only by a written DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 711

Page 6 of 13 ends

amendment signed by American Rivers and Contractor.

22. Merger and Modification. This Agreement contains the entire agreement between the parties and any previous agreement is merged into this Agreement. This Agreement may be modified only by subsequent written agreement signed by both parties.

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 712

Page 7 of 13 ends

ACCEPTED AND AGREED:

American Rivers, Inc. The Watershed Project
BY: BY:

PRINTED
Kristin M. May NAME:

Chief Financial Officer TITLE:

DATE: DATE:

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 713

Page 8 of 13 ends

ATTACHMENT A

SCOPE OF WORK

1. Work to be performed:

The Watershed Project (TWP) will support American Rivers (AR) in implementing the tasks and deliverables in the California Natural Resources Agency (CNRA) Urban Flood Protection grant to the City of Richmond for the Flood Risk Reduction in the Rheem Creek Watershed project to restore Rheem Creek to address creek overflows and flooding in the Rollingwood community.

Task 1. DIRECT PROJECT MANAGEMENT & ADMINISTRATION
TWP will help AR manage the CNRA Flood Risk Reduction in the Rheem Creek Watershed grant, including preparing and submitting invoices to AR, designing signage, conducting pre and post construction monitoring, and leading community outreach and engagement.

Responsibilities:
• Sign contract between TWP and AR
• Prepare and submit invoices to AR
• Design one interpretive sign
• Work with the City of Richmond to design one funding acknowledgement sign • Pre and post (five years) project construction monitoring of creek water quality, sediment flow, and plant survival and establishment
• Lead community outreach and engagement and work with community partners to keep residents informed about the final design and planned construction activities Task 3. GREENING/REVEGETATION
TWP will supplement the contractor’s planting/vegetation by obtaining additional plants that are not a part of the landscape contract, which they will work with Urban Tilth and other community partners to install as part of workforce development and community engagement.

Responsibilities:
• Obtain additional plants not associated with landscape contractor • Work with Urban Tilth and other community partners to oversee installation of plants as part of workforce development and community engagement

2. Term:

July 1, 2022 – March 1, 2024
DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 714

Page 9 of 13 ends

3. Budget:

Not to exceed $110,000
Task Project Element
Urban Flood
Protection
Grant

1.00 Non-Construction Costs - Direct Project Management & Administration

1.04 Interpretive Sign Design $ 3,000.00

1.09 Monitoring of water quality and sediment flow (pre & post) $ 27,000.00

1.10 Community Outreach and Engagement $ 50,000.00
$ 80,000.00

3.00 Greening / Revegetation

3.02 Plants to be installed by volunteers $ 5,000.00

3.05 Planting Oversight $ 25,000.00
SUBTOTAL $ 30,000.00
TOTAL $ 110,000.00
This is an estimate of how funding will be allocated by task. Contractor will not exceed the total contract amount, but funding allocated within each task may change. Any changes may require an informal or formal amendment from California Natural Resources Agency.

Mileage will be reimbursed at the Internal Revenue Service Standard Mileage Rates. After July 1, 2022, the rate is $0.625/mile. All mileage and other expenses will be included in the total contracted amount.

American Rivers must receive or have on file a completed W-9 and insurance documentation from Contractor before payment can be processed.

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 715

Page 10 of 13 ends

ATTACHMENT B

COMPLIANCE PROVISIONS
The following provisions apply to this Agreement because this Agreement is funded in whole or in part by State of California (State) and the City of Richmond (“City”) funds.

Page 11 of 13 ends

systems shall conform to generally accepted accounting principles. All records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices, and vouchers. Contractor shall preserve all records pertaining to the Project for this purpose for at least five (5) years after Project completion and until all Federal or State audits are complete and exceptions resolved for this contract’s funding period.

12. Business and Professions Code – Contractor and its subcontractor(s) (if applicable) must comply with the Business and Professions Code, including, but not limited to, section 6700 et seq. (Professional Engineers Act) or section 7800 et seq. (Geologists and Geophysicists Act). Further, the Contractor will conduct all work consistent with the professional standards of the industry and type of work performed in the course of the Project. 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.

1. The dangers of drug abuse in the workplace,

2. Grantee's policy of maintaining a drug-free workplace, DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 717

Page 12 of 13 ends

3. Any available counseling, rehabilitation, and employee assistance programs, and

1. Will receive a copy of Contractor's drug-free policy statement, and

2. Will agree to abide by terms of Contractor's condition of employment, contract or subcontract.

American Rivers and State reserve all rights in copyright works created by Contractor in the performance of work under this Project.

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 718

Page 13 of 13 ends

19. Intellectual Property – 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. Contractor will work with American Rivers to ensure that City can secure these rights.

DocuSign Envelope ID: B7ACCE96-C424-4895-8242-44B9540D1759 DocuSign Envelope ID: 2FE08130-C1C2-44B2-80E2-C5C57703B17D DocuSign Envelope ID: A19EB526-6F3D-4776-8C54-97A6A8F93E06 719

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

P.R. No: Vendor No: Contract No32:

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.

Public Works Jeffrey Barich [email protected] 412-2009 6264 Sole source contract for the Flood Risk Reduction in Rheem Creek Watershed Project ✔
1 American Rivers Inc. 1832 Second Street Berkeley, CA 94710 Sarah Puckett (415) 203-3766 [email protected] 40063052 December 31, 2024 ✔ July 19, 2022 July 1, 2022 March 1, 2024 300,500.00
DocuSign Envelope ID: 7D97C573-BAAF-4014-BBB5-15BE0B553FAD DocuSign Envelope ID: 04695384-FA4D-4507-B2D3-DB2CD0046943 720
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.

American Rivers Inc.

DocuSign Envelope ID: 7D97C573-BAAF-4014-BBB5-15BE0B553FAD CFO
CEO
DocuSign Envelope ID: 04695384-FA4D-4507-B2D3-DB2CD0046943 Director of Public Works
City Manager
3/15/2024
721
Contract Amendment between the City of Richmond and
Amendment No. Contract No.32

AMENDMENT PROVISIONS (TERM 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. 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
American Rivers Inc.
1 6264 July 1, 2022 11/15/2026
None
DocuSign Envelope ID: 7D97C573-BAAF-4014-BBB5-15BE0B553FAD DocuSign Envelope ID: 04695384-FA4D-4507-B2D3-DB2CD0046943 722
Contract Amendment between the City of Richmond and
Amendment No. Contract No.32

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
American Rivers Inc.
1 6264 300,500.00 ✔ 11/15/2026 300,500.00 300,500.00 300,500.00 300,500.00 DocuSign Envelope ID: 7D97C573-BAAF-4014-BBB5-15BE0B553FAD DocuSign Envelope ID: 04695384-FA4D-4507-B2D3-DB2CD0046943 723
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Contractor’s Pollution Liability (if applicable for Construction Contractors) Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

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

DocuSign Envelope ID: 7D97C573-BAAF-4014-BBB5-15BE0B553FAD DocuSign Envelope ID: 04695384-FA4D-4507-B2D3-DB2CD0046943 724
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011

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

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

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

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

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

Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

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

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

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

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

Same limits as General Liability.

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

Additional Insured Endorsement Applicable to General Liability Coverage.

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

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

DocuSign Envelope ID: 7D97C573-BAAF-4014-BBB5-15BE0B553FAD DocuSign Envelope ID: 04695384-FA4D-4507-B2D3-DB2CD0046943 725
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

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

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

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

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

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

1. A Bid bond

2. A Performance Bond

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

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

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

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

DocuSign Envelope ID: 7D97C573-BAAF-4014-BBB5-15BE0B553FAD DocuSign Envelope ID: 04695384-FA4D-4507-B2D3-DB2CD0046943 726
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

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

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

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

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

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

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

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

DocuSign Envelope ID: 7D97C573-BAAF-4014-BBB5-15BE0B553FAD DocuSign Envelope ID: 04695384-FA4D-4507-B2D3-DB2CD0046943 727

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:

728
Contract Amendment/EJ/TE 09-26-07

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

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

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

By _______________________
City Clerk
Approved as to form:

By_______________________
City Attorney
List of Attachments:

1. Amendment Provisions

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)

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

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

Contract Amendment/EJ/TE 9-26-07
730
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.