Agenda — Richmond City Council, March 25, 2025 (part 2 of 5)

March 25, 2025

Economic Development

DATE: March 25, 2025
TO: Mayor Martinez and Members of the City Council
FROM: Nannette Beacham, Economic Development Director
Samantha Carr, Environmental Manager
Yahna Williamson, Management Analyst

Subject: Contract Amendment No. 3 with R3 Consulting
FINANCIAL IMPACT: The proposed contract will have no additional impact on the Fiscal Year 2024-25 Adopted City Budget. (Account
String 01362765-400201-2GI01)

PREVIOUS COUNCIL
ACTION:

July 19, 2022
July 11, 2023

STATEMENT OF THE
ISSUE:

The City of Richmond entered into an exclusive Solid
Waste Collection Franchise Agreement (Collection
Agreement) with Richmond Sanitary Service, a
subsidiary of Republic Services, in 1985 and it is set to expire June 30, 2025. The City Council directed City staff to initiate a competitive solicitation process for a new Collection Agreement. On July 2, 2024, City staff initiated negotiations with the company that submitted the top
ranked proposal, Richmond Sanitary Services Inc, a
subsidiary of Republic Services. R3 Consulting, Inc. has been supporting the City with the negotiations process.

AGENDA
REPORT
218

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March 25, 2025
RECOMMENDED ACTION: APPROVE a third amendment to the contract with R3 Consulting Group, Inc amending the service plan to
continue supporting the City with the Collection
Agreement negotiations and complete a franchise fee
cost-recovery analysis, increasing the contract payment limit by $60,000, to a new payment limit of $328,185, and extending the contract term expiration to June 30, 2026 – Economic Development Department (Nannette Beacham
510-621-1306/Samantha Carr 510-620-5407/Yahna
Williamson 510-620-6574).

DISCUSSION:

The City of Richmond’s solid waste and recycling services are subject to two agreements with Republic Services: Collection Agreement and Post-Collection Agreement. Additionally, the City contracts with Golden Bear Transfer Services, Inc. (operated by Republic Services) for solid waste transfer services. The City of Richmond entered into an exclusive Solid Waste Collection Franchise Agreement with Richmond Sanitary Service, a subsidiary of Republic Services, in 1985. The Agreement includes the collection of solid waste, recycling, and organic waste generated within City boundaries and is set to expire June 30, 2025.

On January 19, 2022, City staff members released an request for qualification (RFQ) to solicit a consultant to provide professional services to analyze the City’s current solid waste collection franchise agreement and advise a course of action. On July 19, 2022, the City Council approved the contract award to R3 Consulting, Inc. (Attachment 1).

The City Council directed City staff members to initiate a competitive solicitation process for the Collection Agreement. On July 2, 2024, City staff were authorized to enter into negotiations with the company that submitted the top ranked proposal, Richmond Sanitary Services Inc, a subsidiary of Republic Services. In order for R3 Consulting, Inc to continue to support the City with the negotiation process, City staff recommend amending the contract to increase the not-to-exceed amount by $60,000 and extend the term to end June 30, 2026 (Attachment 4). Upon completion, City staff will return to the City Council with final terms and rates for City Council approval. Additionally, R3 Consulting Inc. will be completing a Franchise Fee Cost-Recovery Analysis.

SYNERGISTIC POLICIES:

Climate Action Plan
 Strategy SW 1: Establish a Zero Waste Framework
 Strategy SW 2: Increase Participation in Recycling Programs and Incentives  Strategy SW 3: Supportive Garbage Collection Service Rates and Schedules

General Plan 2030
219

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March 25, 2025
 Policy EC3.3 Solid Waste Reduction and Recycling. Promote waste reduction and recycling to minimize materials that are processed in landfills

DOCUMENTS ATTACHED:

Attachment 1 – R3 Contract
Attachment 2 – R3 Contract First Amendment
Attachment 3 – R3 Contract Second Amendment
Attachment 4 – Proposed Third R3 Contract Amendment

220

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.

R3 Consulting Group, Inc.
405 14th Street
Oakland, CA 94612
Garth Schultz
-
[email protected]
4005-3134
December 31, 2022
July 20, 2022
December 31, 2023
$136,735
✔
DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 221

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:

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 7/26/2022
Vice President
7/26/2022
Principal / Secretary
MayoryMayor
222
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:

The Contractor shall perform all task and deliverable in the attached 36-page scope of work attached hereto and incorporated herein.

Project Manager
R3 Consulting Group, Inc.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 223

CITY OF RICHMONDCITY OF RICHMOND

STATEMENT OF QUALIFICATIONS
Consulting Services Related to the City’s Solid
Waste Collection Franchise Agreement
March 2, 2022
DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 224
In an effort to reduce paper usage, this page has been
left blank for double-sided printing purposes.

If printing, please consider using 100% recycled paper.

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1. COVER LETTER
1 March 2, 2022
Ms. Samantha Carr
City Manager’s Office, Economic Development
City of Richmond
450 Civic Center Plaza, Richmond, CA 94804
submitted online, via BidSync
SUBJECT: SOQ for Consulting Services Related to the City of Richmond’s Solid Waste Collection Franchise Agreement
Ms. Carr,
R3 Consulting Group, Inc. (R3) is pleased to submit the attached Statement of Qualifications (SOQ) to express our interest in Consulting Services Related to the City of Richmond’s (City) Solid Waste Collection Franchise Agreement. For this project, we have teamed with Envirolutions, and their letter of commitment to be a part of the R3 Project Team is included in the Appendix of this proposal.

Firm Description & History
R3 Consulting Group, Inc. - Prime Consultant
Incorporated in California in 2002, R3 is a California Certified Small Business with offices in Oakland and Roseville. We specialize in providing a diverse range of solid waste management consulting services to public agencies, including rate and financial reviews, competitive procurement and/or extension negotiations of collection, processing and disposal services; development, implementation and monitoring of service contracts and franchise agreements; and legislative compliance.

Our team has dedicated their careers to the field of solid waste management and sustainability, and skillfully deliver expert industry analysis and recommendations to our clients, who consist of municipalities, jurisdictions, public agencies, and joint power authorities. R3’s Oakland office is located nearest to the City and will accordingly be the project headquarters: 405 14th Street, Suite 350, Oakland, CA 94612 | 916.782.7821 Envirolutions - Subconsultant
Founded in 2014, Envirolutions specializes in designing and implementing zero waste, recycling, and sustainability projects, including engaging businesses such as grocery stores, restaurants, hotels, and multi-tenant commercial complexes and multifamily dwellings in implementing effective waste diversion programs.

Their clients have included municipal and county governments as well as private industry throughout the Bay Area including but not limited to the cities of Oakland, San Francisco, Piedmont, Alameda, Sausalito, as well as StopWaste, RecycleSmart, RethinkWaste, and the County of Marin.

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405 14th Street, Oakland, CA 94612 | p 916.782.7821 | f 916.782.7824 | www.r3cgi.com

1. COVER LETTER
2 Qualifications & Experience
The R3 project team brings a strong understanding of Richmond’s solid waste and recycling circumstances, including the City’s long-standing collection agreement with Richmond Sanitary Service and the City’s membership in RecycleMore, the West Contra Costa Integrated Waste Management Authority. R3 has assisted the City in prior contracting and rate matters involving its collection agreement, including the development and funding of programs to combat litter and illegal dumping in the City and new bulky item collection services for multi-family customers. Moreover, our project team has over 15 years working in West Contra Costa County – as a result, we have unparalleled knowledge of the solid waste and recycling circumstances and marketplace, which is a distinct advantage of engaging our Team.

Envirolutions’ outreach experience includes innovative projects engaging multiple stakeholders in setting up effective and efficient recycling and organics programs that maximize participation and waste diversion. In order to accomplish this, they have designed inclusive outreach campaigns that involve workshops, training, community engagement, and bilingual outreach utilizing partnerships with community organizations, business associations, homeowners associations, and property management associations.

In addition to the project team included in the proposal, Envirolutions has a proven track record of pulling from a cadre of accomplished and multilingual subcontractors to achieve project goals within scope and on time.

Statement of Understanding, Intent, & Willingness
We have reviewed and understand all elements of the City’s RFQ and intend to perform the services outlined. We are willing to enter into an agreement as prescribed by the RFQ, including the insurance requirements and those terms and conditions prescribed in the sample Service Agreement. Our proposal price will be valid for a period of at least 180 days.

Designated Contact Person
We appreciate the opportunity to submit our proposal to the City. As Project Manager and Principal-in-Charge, Garth Schultz will be your primary point of contact. As Principal, Garth is authorized to contractually obligate R3 and negotiate contracts on behalf of the team. * * * * * We look forward to continuing our work with the City of Richmond, and we appreciate the opportunity to submit this proposal. Should you have any questions regarding our proposal or need any additional information, please don’t hesitate to reach out directly.

Sincerely,

Garth Schultz | Principal
R3 Consulting Group, Inc.
510.292.0853 | [email protected]
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2. SCOPE OF WORK
City of Richmond | Solid Waste Collection Franchise Agreement 1 Understanding of the City
R3 has a robust understanding of the City of Richmond and its solid waste collection contracting needs, which is based on our prior working relationships with the City as well as our long history of working in the solid waste and recycling industry in West Contra Costa County since the early 2000’s. We understand the City’s needs and desires with respect to evaluating its future contracting options that include addressing community needs, costs and rates, compliance with State laws, and the City’s membership in RecycleMore, the West Contra Costa Integrated Waste Management Authority.

Objectives to Accomplish
» Assess the City’s current solid waste collection franchise agreement and recommend updates based on current industry best practices. » Conduct a thorough financial and feasibility analysis regarding the City’s options. » Solicit community input on the current agreement and future actions. » Advise City staff and the City Council on a recommended course of action for solid waste collection services effective starting July 1, 2025.

Work to be Completed
Via this engagement, R3 will provide the City with expert solid waste consulting services as they relate to evaluation of solid waste contract terms and conditions, programs and services, and resultant costs and rates. R3 will be the City’s key partner and guide throughout the process (pursuant to RFQ Scope of Services Item 1), as the City seeks to facilitate City Council decision regarding whether to continue its solid waste contracting relationship with Richmond Sanitary Service (RSS) or proceed to a competitive procurement process for a new solid waste collection agreement. The specific work to be completed is summarized in the nine task areas outlined below, which correspond to Scope of Services Items 2 - 10 in the City’s RFQ. 1 - Collection Agreement Analysis & Recommendations
Drawing on our rich experience working on solid waste collection agreements throughout California, R3 will prepare a summary of best practices, terms and conditions, programs, and key provisions that should be considered by the City in its amended or new collection agreement. We will also conduct a thorough review of the current Agreement, in order to provide findings and recommendations for an amended or new contract. This may include an analysis of the City’s other solid waste-related agreements.

Task 1 Deliverables
— Project kick-off meeting.
— Summary of best practices, terms and conditions, programs, and key provisions for consideration in an amended or new collection agreement.

ATTACHMENT 1 - SCOPE OF WORK
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2. SCOPE OF WORK
2 2 - Community Profile & Metrics
Using resources identified in the City’s RFQ as well as information in reports provided to the City by RSS, R3 will identify, gather, and summarize key information such as numbers of solid waste subscriptions by type, waste streams by type and ton, rates by customer classification, current solid waste service offerings, and demographic information to represent an accurate community profile that will inform the development of findings and recommendations via other tasks.

Task 2 Deliverable
— Solid waste profile and landscape report.
3 - Solid Waste Collection Gap Analysis
Using the resources identified by the City in its RFQ, as well as the outcomes of other tasks, R3 will research, assess, and leverage current plans, policies, City services, and delivery methods to conduct a gap analysis to establish findings and recommendations for the City’s future solid waste collection agreement and other agreements including but not limited to the Golden Bear Transfer Station Agreement. This may also include an analysis of whether or not the City should continue to be a party to the Post-Collection Agreement held by RecycleMore, recommend post-collection rate calculation revisions, or seek other alternatives.

Task 3 Deliverables
— Interviews with City staff members.
— Richmond solid waste gap analysis.
4 - Community Engagement
R3’s sub-consultant partner, Envirolutions, will work in collaboration with the City and R3 to develop and facilitate an inclusive, innovative, and accessible, multilingual community engagement process. This process will include reaching out to the overall Richmond community and stakeholders, and our approach is discussed in more detail below.

Finalize Project Design and Develop Project Materials
Envirolutions will seek input from City staff, local government and key stakeholders regarding the project design to ensure our approach is sound, keys into the desired impacts of the project, and is appropriate for the Richmond community. Outreach materials will be generated to inform the different participant groups regarding the purpose of the project and will be accessible through multilingual announcements.

Promotional materials will be distributed through various methods including print, social media, flyers, and through community listservs and announcement boards.

Design and Conduct Community Survey
With the input and involvement of City staff, Envirolutions will design a short survey to be conducted during community engagement events that will collect easily tabulatable responses that will inform the project and provide the basis for further inquiry.

Questions will primarily be multiple-choice with a few qualitative fill-in-the-blank questions at the end. Ideally the survey will not be longer than 15 questions.

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2. SCOPE OF WORK
City of Richmond | Solid Waste Collection Franchise Agreement 3 It will be designed to be distributed digitally, in-person via a tablet or laptop computer, or via printed surveys. The different formats for distribution will help ensure the inclusion of groups that vary in age, access to technology and/or comfort with social media platforms.

The survey will be distributed at the various meetings, town hall gatherings, tabling and workshop activities we host and attend, and survey respondents will include City staff, business associations, community leaders, and civic organizations. The survey will be distributed with care to prevent entities outside of Richmond mistakenly participating, yet feedback from participants will be submitted anonymously to allow participants to speak freely. It will be required that attendees provide proof of residency or that their business is located within Richmond prior to being able to participate.

Present at Community Meetings
Envirolutions will host and/or attend 10 community meetings to further provide opportunities for community engagement. The meetings will be hosted by, or for, civic organizations, faith-based organizations, cultural affinity groups, unions, business groups and/or trade organizations. In addition to explaining the rationale behind the project, they will collect survey responses from participants and have time allocated for asking additional questions and addressing comments and concerns brought by attendees.

Answers will be collected, collated, and included in the final report. In order to provide maximum access, a portion of the community meetings will be held virtually and the rest will be held in-person. The community meetings will be held in multiple languages (English and Spanish) whenever possible.

Conduct Stakeholder Engagement Interviews
Envirolutions will seek to conduct up to 10 individual stakeholder engagement interviews to ensure we are including the perspective of the business community as well as other key stakeholders. Invitees for the interviews will include members of local business associations, property management organizations, homeowner associations, the Chamber of Commerce and other local trade organizations.

In addition to asking the multiple-choice questions included in the survey, Envirolutions will develop, in advance, a series of pre-approved open-ended questions to garner authentic and individual feedback. The interviews will be conducted either in-person or via video conference call. Interview responses will be kept anonymous upon request.

Answers will be analyzed, collated, and included in the final report.

Conduct Community Workshops
Envirolutions will convene three community workshops that will differ from our community meetings in length and content. The community workshops will occur later in the project and will be informed by the findings from the previous community engagement events.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 230

2. SCOPE OF WORK
4 Rather than simply soliciting feedback, the Community Workshops will seek to engage civic organizations, faith-based organizations, cultural affinity groups, unions, business groups and trade organizations with the explicit goal of providing solution-oriented constructive feedback for City staff to incorporate into their future decision-making process how they proceed in the future. The community workshops will be longer in format (2-3 hours) and may include in-person translation services.

Envirolutions suggests the City consider providing light refreshments and food, and childcare, if possible, to ensure a greater cross-section of attendees can be present.

Neither R3 nor Envirolutions are positioned to provide those services via this proposal, so provision of light refreshments, food, and childcare is at the City’s discretion and cost. All community workshops will be held in-person.

Produce and Present Community Engagement Report to City staff At the summation of the project, Envirolutions will incorporate findings into a final report and deliver a presentation of this report at a City Council meeting around the end of April 2023. They will synthesize the data points to decipher trends and outcomes and then transform this data into easily digestible charts and graphs to help convey our findings clearly. They will present the data in a manner that is best utilized for City staff based on input at the early stages of the project. Images and testimonials from our community engagement activities will be included. And finally, based on their experience during the project, they will make various recommendations for next steps.

Task 4 Deliverables
— Conduct community survey.
— Design of multilingual community outreach and education materials (English and Spanish).
— Attendance at 10 community meetings.
— 10 stakeholder engagement interviews.
— Plan and organize 3 community workshops including setting-up translation services (for in-person meetings).
— Presentation of draft community engagement report to City staff. — Community engagement report including report of survey findings and most desired services.
5 - Financial Analysis
Via this task, R3 will research and assess current City collection rates and fees, potential renegotiation costs, and costs of developing a new solid waste collection franchise agreement. R3 will conduct a thorough financial analysis to better inform the City staff, City Council, and community members regarding the potential outcomes of both a renegotiation process and a competitive procurement process. This may include a financial analysis of the City’s other solid waste-related agreements.

Task 5 Deliverable
— Richmond solid waste financial analysis.

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2. SCOPE OF WORK
City of Richmond | Solid Waste Collection Franchise Agreement 5 6 - Council, Staff, & Community Meetings
Working in partnership with City staff, and subject to the budgetary limitations in this proposal, R3 will attend meetings upon request, including but not limited to City Council meetings, Richmond Coordinating Council meetings, community meetings, and multiple internal meetings with City staff members. Such meetings will be in person when feasible, otherwise, meetings will be virtual. These meetings will be in addition to the meetings outlined in Task 4 and Task 8.

Task 6 Deliverable
— Preparation of meeting materials and presentation of information at meetings. 7 - Negotiation Meetings
As needed, R3 will attend negotiation meetings and support the City with potential rate adjustment negotiations with RSS in order to develop findings and recommendations with respect to renegotiating the agreement with RSS or proceeding to competitive procurement. R3 will attend negotiation meetings as necessary to negotiate and communicate with the City, RSS and other relevant stakeholders (such as RecycleMore), and to provide any necessary support to City staff during these negotiations.

This task assumes that City staff and R3 will have the authority to proceed with sole- source negotiations with RSS, which may require early Council direction to conduct such negotiations. It is generally desirable to conduct sole source negotiations prior to proceeding with a competitive RFP, and the timeline for this project allows for both.

Task 7 Deliverable
— City Council staff report and presentation regarding sole-source negotiation (dependent on gap analysis findings).
8 - Progress Update Presentations
R3 will provide and present updates to the City Council approximately every six months regarding progress and key decision points throughout the project. As needed, and subject to the budgetary limitations in this proposal, R3 will also be available to conduct progress update presentations to Neighborhood Councils, commissions, and boards.

Task 8 Deliverable
— Preparation of meeting materials and presentation of information at meetings.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 232
In an effort to reduce paper usage, this page has been
left blank for double-sided printing purposes.

If printing, please consider using 100% recycled paper.

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3. TIMELINE OF PROJECT
City of Richmond | Solid Waste Collection Franchise Agreement 7 Our tentative timeline and project schedule is both subject to revision, based on the timing of contract award, and negotiable, to best meet the City’s needs for this engagement. The timeline by task, below, includes anticipated time needed to provide draft deliverables, meetings with the City to review and discuss draft deliverables, revise the draft deliverables, and complete the finalization of deliverables.

Overall Timeline
The overall objective of this project is to facilitate a decision of the City Council regarding whether to continue its contracting relationship with Richmond Sanitary Service or proceed to competitively procure a new solid waste contract with an effective date of July 1, 2025.

In either case, a new or extended agreement for solid waste services should be executed 12 months prior to that date (i.e., July 1, 2024), in order to allow for smooth transition. To meet that milestone, the City Council should make a decision regarding whether to continue its contracting arrangement or conduct a competitive procurement no later than June 2023, which would provide one year for a competitive procurement effort, if desired by the Council. Our project timeline is geared to facilitate a City Council decision by that date. 1 Collection Agreement Analysis and Recommendations July 2022 - August 2022 2 Community Profile and Metrics July 2022 - September 2022 3 Solid Waste Collection Gap Analysis July 2022 - September 2022 4 Community Engagement July 2022 - March 2023*
5 Financial Analysis July 2022 - September 2022
6 Council, Staff and Community Meetings July 2022 - April 2023 7 Negotiation Meetings January 2023 - April 2023
8 Progress Update Presentations November 2022 - April 2023*

TASK TIMELINE
* see notes on following page

3. TIMELINE OF PROJECT
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3. TIMELINE OF PROJECT
8 Timeline Notes
The schedule for Task 4, Community Engagement, is flexible and will be designed with the involvement of key City stakeholders. As such, it is premature to include a firm timeline for completion of that task at this time.

That being said, we understand from the City’s RFQ that it is desirable to conduct a workshop with relevant stakeholders as soon as possible – to that end, we recommend an initial stakeholder workshop shortly after contract execution, by September 2022.

The remainder of the community engagement task schedule will be informed by the community engagement design process and is anticipated to conclude in advance of the Task 8 City Council progress update presentation in April 2023.

With respect to Task 8, Progress Update Presentations, the City’s RFQ requested updates to the Council (and Neighborhood Councils, commissions, boards, and community organizations as requested) every six months during the project. With the anticipated contract award in July 2022, pursuant to the City’s RFQ, we suggest scheduling the progress updates for November 2022 and April 2023.

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4. PROPOSED BUDGET & COSTS
City of Richmond | Solid Waste Collection Franchise Agreement 9 4. PROPOSED BUDGET & COSTS
Budget Narrative
R3’s proposed budget and costs for this project is shown in the Budget Table, on the following page. The budget spreadsheet indicates the cost of each of the eight (8) major elements identified in the scope of services and is inclusive of all direct and indirect project costs associated with this project, including the estimated hours by staff person and task.

As proposed, our not to exceed budget for this engagement is $136,735. Please note that this not-to-exceed budget, and that hours and costs by specific task may vary, with the exception of task 8, Community Engagement, which we would plan to expend in full. This not-to-exceed cost does not include development and execution or award of a new solid waste collection agreement - completion of a new agreement with RSS or completion of an RFP competitive procurement process is not included in this proposal. R3 will happily subject separate scopes of work, budgets and schedules to complete one or both of those efforts upon after contract award pursuant to the City’s RFQ.

As shown in the spreadsheet, our proposed budget includes the costs associated with facilitating effective community engagement activities, as described in the commitment letter from Envirolutions (see Appendix). That commitment letter also includes an estimated $800 in Envirolutions’ mileage costs and minor materials costs, as well as 360 hours of Envirolutions staff time to complete the task 8 activities. Additionally, we have included 50 hours of R3 staff time in the community engagement efforts, to ensure that other project tasks are well informed by the community engagement process (and vice versa). Our cost proposal includes a 10% markup on Envirolutions’ hourly billable rates for R3’s management and administration of the subcontract, invoicing, and payments to Envirolutions as our sub-contractor.

Please note that Tasks 6, 7 and 8 include meetings with Council, community members, staff, and the City’s solid waste contractor. R3 is flexible with respect to the number of such meetings that are attended upon request by the City – however, if additional meetings (above and beyond the allotted hours available for meetings in those tasks) are necessary, these additional meetings requested and agreed to by the City and R3 will be above the not-to-exceed budget at our hourly rates.

R3 will not costs or invoice the City in excess of the not-to-exceed amount proposed herein without prior approval of the City, and we will take care to communicate if and when the number of requested meetings starts to approach the hours and cost thresholds established in the spreadsheet, on the following page.

R3 is willing to negotiate revisions to our proposed hours, budget, and costs in order to best meet the needs of the City with appropriate revisions to the expected scope of work.

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4. PROPOSED BUDGET & COSTS
10 Garth Schultz
Principal
Scott Hanin
Sr. Project Director
R3 Staff
Sr. Project Manager
R3 Staff
Project Manager
Juliana Gerber
Associate Director
Alejandra Warren
& Refugio
Sanchez
$ 285 $ 285 $ 220 $ 200 $ 121 121$
1 Collection Agreement Analysis and
Recommendations 5 5 30 0 0 0 40 -$ 9,450$ 2 Community Profile and Metrics 5 5 0 35 0 0 45 -$ 9,850$ 3 Solid Waste Collection Gap Analysis 5 5 25 5 0 0 40 -$ 9,350$ 4 Community Engagement 10 0 0 40 100 260 410 800$ 55,210$ 5 Financial Analysis 10 25 0 0 0 0 35 -$ 9,975$ 6 Council, Staff and Community Meetings 30 10 0 15 0 0 55 -$ 14,400$ 7 Negotiation Meetings 20 40 0 0 0 0 60 -$ 17,100$ 8 Progress Update Presentations 20 20 0 0 0 0 40 -$ 11,400$ 105 110 55 95 100 260 725 136,735$
TASKS

STAFF MEMBER & HOURLY RATE
TOTAL

HOURS EXPENSES TOTAL
COST
TOTALS
Budget Table
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5. STAFFING
City of Richmond | Solid Waste Collection Franchise Agreement 9 5. STAFFING
Project Team
R3 and Envirolutions have complementary industry experience and expertise.

R3’s broad experience has allowed us to address a variety of issues that typically confront our municipal clients during the implementation of solid waste and recycling programs and facilities, including regulatory compliance, community outreach and public education, land-use planning and permitting, inter-jurisdictional coordination, planning requirements and diversion mandates, labor issues, and customer service and billing functions.

Both R3 and Envirolutions have profound knowledge of statewide solid waste and recycling issues, including infrastructure (and more specifically, a depth of expertise on Bay area facilities and issues), regulatory requirements, and available resources.

Together, this project team will exceed the City’s expectations for consulting services related to the City’s solid waste collection franchise.

Organizational Chart
Our proposed team will be led by R3 Principal, Garth Schultz. Garth will be supported by R3 Sr. Project Director, Scott Hanin, R3 Sr. Project Managers, Rose Radford and Carrie Baxter, R3 Project Manager, Claire Wilson, and Envirolutions team members, Juliana Gerber and Alejandra Warren.

PROJECT MANAGER
Garth Schultz
Principal

KEY TEAM MEMBERS
Scott Hanin
Sr. Project Director
Claire Wilson
Project Manager
Rose Radford
Sr. Project Manager
Carrie Baxter
Sr. Project Manager
Resumes
Resumes for each key team member can be found in the appendix.

SUBCONSULTANT
Alejandra Warren
Outreach Director
Juliana Gerber
Associate Director

ENVIROLUTIONS
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5. STAFFING
10 Roles & Responsibilities
Name + Role Responsibilities
Garth Schultz
Overall Project
Manager
Garth will be the Project Manager and will be the primary point of contact. He will be responsible for overseeing the team – including sub-consultants – providing quality control and quality assurance on deliverables; managing project accounting, finances and invoices, and; ensuring cost-effective and quality assured project delivery on time and on budget. Garth will be the lead R3 figure in high profile community, staff, and Council meetings.

Scott Hanin
Lead Contract
Strategist and
Negotiator
Scott is a seasoned public agency professional and is particularly adept at facilitating inter-agency policy and contracting solutions thanks to his prior work as a City Manager of El Cerrito and Executive Director of the West Contra Costa Integrated Waste Management Authority. Scott will lead the project team’s efforts with respect to contracting strategy and negotiations.

Rose Radford
Contracting
Analyst
Rose has helped over a dozen agencies with their SB 1383 procurement requirement calculations and planning and is currently leading R3’s overall SB 1383 compliance projects for eight agencies in Marin County and all of San Benito County. For the City, Rose will provide contracting analysis to ensure that the City’s solid waste collection agreements are a best match to the City’s solid waste services and State compliance needs.

Carrie Baxter
Procurement
Analyst
Carrie is one of R3’s lead contracting procurement analysts, and has supported over a dozen cities in conducting competitive RFP processes for solid waste services agreements. For this engagement, Carrie will provide strategic support and analysis related to the City’s decision-making process for its next solid waste collection agreement.

Claire Wilson
Community and
Compliance
Analyst
Claire is a talented and passionate waste recovery and reduction consultant, with experience in many aspects of SB 1383
compliance planning and implementation. Claire will provide leadership and support with respect to the community and stakeholder engagement processes and will also provide support for the City’s compliance needs with the State.

Juliana Gerber
Envirolutions
Overall Project
Manager
Juliana will be responsible for day-to-day project management of the subconsultant team including communication and coordination of all activities to the project team, coordinating schedule, budget management, quality assurance, and report preparation.

Alejandra
Warren
Envirolutions
Outreach Lead
Alejandra will be the lead on community engagement and outreach for the project, responsible for the planning and coordination of community meetings, training, webinars and other forms of community engagement. She will also be involved in data collection and analysis and will assist with the final report preparation.

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6. QUALIFICATIONS & REFERENCES
City of Richmond | Solid Waste Collection Franchise Agreement 11 6. QUALIFICATIONS & REFERENCES
Qualifications
Summary of Demonstrated Capability
For the past 20 years, R3’s project team has developed a unique level of relevant experience and knowledge of solid waste solutions that can help you deliver the programs and policies that your community needs. Our work, with a sampling shown below, covers everything from agreement negotiations to policy and ordinances development, legislative compliance, and education and outreach.

JURISDICTION

SERVICE(S) PROVIDED
Legislative Compliance
Record Keeping &
Reporting
Collection Agreement
Assistance
Ordinances & Policies
Edible Food Recovery
Education & Outreach
Procurement of
Recovered Organics
City of Brentwood     
City of Citrus Heights       
City of Concord       
City of El Cerrito     
City of Fairfield       
City of Folsom       
City of Hercules   
City of Los Altos       
City of Martinez       
City of Petaluma      
City of Rancho Cordova       
City of Richmond  
City of Riverside     
City of Rohnert Park    
City of San Pablo  
City of Santa Clara     
City of Santa Rosa      
City of Vallejo       
City of West Sacramento       
Kings Waste and Recycling Authority       
RecycleMore       
Sacramento County / SWA      
Town of Windsor       
Ventura County       
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6. QUALIFICATIONS & REFERENCES
12 R3 References
City of Santa Clara | Franchise Agreement Negotiations & Rate Study R3 was engaged by the City to assist in the preparation and negotiation of the City’s exclusive Franchise Agreements (Agreements) with Recology South Bay (Recology) and Mission Trail Waste Systems (MTWS). R3’s work included development of a multi-year Rate Study to help the City establish and set customer rates for solid waste services provided under the New Agreements.

R3 worked with City staff throughout the negotiation process to ensure that the new Agreements achieve the City’s objectives, including compliance with applicable state legislation, and the City’s long-term financial and diversion goals. R3 also assisted with the procurement of a separate contract for waste processing services to meet SB 1383 requirements with GreenWaste Recovery. Negotiations resulted in three compliance options for Council consideration, at varying levels of rate-payer convenience and expense.

City Council selected the most convenient and most expensive option, with projected increases in rates of about 60% over three years. R3 completed a Rate Study for rates effective July 1, 2020, 2021, and 2022 to ensure ongoing funding of City’s entire solid waste program and new expenses related to SB 1383 compliance. Actual rate increases over the three-year period have been slightly lower than originally projected.

For this engagement, R3 completed the following three main tasks for the City:

1. Reviewed current Agreements with Recology and MTWS and prepared recommendations to be included in new exclusive Agreements that ensure flexibility and compliance with SB 1383. Both new Agreements were executed by the City.

2. Advised and assisted with contract negotiations with the City’s current haulers and with a separate waste processor, resulting in selection of a new waste processor.

3. Completed a detailed rate study analysis to help the City establish customer rates for services to be provided under new Agreements, achieving compliance with Prop 218 and SB 1383, and meeting cost-recovery for the City’s solid waste system.

Project Benefits
» Successful negotiations of three solid waste agreements that were executed by the City and are now in effect.
» Successful completion of a cost-of-service rate study which meets the annual solid waste system funding requirements, complies with Prop 218, addresses discounted rates for low-income residents, and funds the costs of SB 1383 compliance.

Client Contact Mr. Dave Staub, Deputy Director of Public Works 1700 Walsh Ave, Santa Clara, CA, 95050
408.615.3086 | [email protected]
Contract Amount $299,000
Project Dates November 2018 – March 2022
Team Members Garth Schultz, Claire Wilson
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6. QUALIFICATIONS & REFERENCES
City of Richmond | Solid Waste Collection Franchise Agreement 13 City of Santa Clarita | Franchise Agreement Negotiations & Rate Review R3 was engaged by the City to provide an analysis of its exclusive Franchise Agreements (Agreements) for solid waste residential and commercial service with Waste Management (WM) and Burrtec Waste Industries Inc. (Burrtec), which are set to expire in 2023. R3 also prepared a comparative rate and services analysis of surrounding market conditions. One objective of this analysis was to determine the key negotiation points to consider during discussions with WM and Burrtec regarding contract terms, extensions, and/or amendments. Our team comprehensively reviewed the City’s existing Agreements, including amendments, and provided recommendations for contract enhancements that address the City’s goals and state legislative requirements including SB 1383, AB 1826, AB 939, and the China National Sword.

R3 is now also engaged by the City to conduct a competitive procurement RFP process, which is currently underway. R3 developed the RFP document and associated collection agreement and will be assisting the City with the next steps of proposal review and evaluation, interviews and negotiations, and ultimately recommendation of contract award.

R3 addressed the following in our review of the City’s existing Agreements:

1. Adequacy of City’s solid waste collection
programs and services.

2. Performance standards and operational
requirements.

3. Current and future compliance and
reporting requirements related to state
legislative mandates.

4. Addition of street-sweeping services.

5. Rate-setting methodology and
adjustments for changes in recyclable
markets and organics processing.

6. Establishment of realistic and verifiable
diversion requirements.

7. Outreach and education programs.

8. Customer service practices/
liquidated damages.

9. Disposal and processing facilities
available currently and long term.

10. Hauler reporting requirements.

11. Term and extension provisions.

12. Contamination and overage
protocols.

13. Vehicle and container replacement
practice.

Project Benefits
» Positioned City for better long-term solid waste contracts by providing recommendations for contract enhancements that address the City’s goals, state mandates, new technologies and trends, and cost impacts; and » Facilitated necessary compensation adjustments with Burrtec by providing neutral third-party review of Burrtec’s extraordinary rate adjustment request including underlying financial information.

Client Contact Mr. Curtis William, Administrative Assistant 23920 Valencia Boulevard, Santa Clarita, CA 91355
661.255.4308 | [email protected]
Contract Amount $204,409
Project Dates April 2021 – Current Ongoing Project
Team Members Garth Schultz, Carrie Baxter
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6. QUALIFICATIONS & REFERENCES
14 Zero Waste Marin | Zero Waste Strategic Planning & Organizational Assessment
R3 was recently selected by Zero Waste Marin to conduct an Organizational Assessment of the JPA and provide recommendations on Best Management Practices and agency design that will improve the JPA’s ability to support Marin’s efforts to reduce waste going to landfill; as well as a zero waste feasibility study update that identifies five short-list strategies and a roadmap toward implementation of those strategies.

Project tasks included the following:

1. Researched, analyzed, developed findings, and prepared recommendations regarding the JPA’s Board of Director’s structure and composition, including potential alternatives to current practices.

2. Researched, analyzed, developed findings and prepare recommendations for future JPA staffing, that would be necessary to implement potential future alternative JPA structure and/or composition (such as contract staffing, support costs, expanded program costs, etc.).

3. Researched, analyzed, and developed findings regarding per capita (and/or per ratepayer) funding levels for other similar (and/or model) solid waste and recycling joint powers authorities, including descriptions of zero waste achievement and programs and services provided by the comparison agencies.

4. Conducted workshops with the Executive Committee and/or Board on best management practices in other zero waste communities and similar joint powers authorities.

5. Used our expertise to provide advice and recommendations on possible updates the 1996 Joint Powers Agreement.

6. Mapped out the next steps the JPA could take to effectively move towards its zero waste goals and objectives, and identified five short-list zero waste strategies for implementation based upon updated waste and diversion modeling, stakeholder input, and best practices in zero waste.

Project Benefits
» Enhanced organizational effectiveness; and
» Improved zero waste programs.

Client Contact Ms. Liz Lewis, Former Interim Executive Director 1600 Los Gamos Drive, Suite 210, San Rafael, CA 94903
415.473.7226 | [email protected]
Contract Amount $149,775
Project Dates March 2020 – December 2021
Team Members Garth Schultz, Scott Hanin, Rose Radford, Carrie Baxter, Claire Wilson
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6. QUALIFICATIONS & REFERENCES
City of Richmond | Solid Waste Collection Franchise Agreement 15 RecycleMore | Planning Assistance for SB 1383 Organic Waste Reduction R3 recently led a team consisting of SCS Engineers, Abbe & Associates, and Cascadia Consulting Group to provide initial planning support for RecycleMore and its Member Agencies in implementing Senate Bill (SB) 1383.

Project tasks included the following:

1. Researched, analyzed, developed findings, and prepared recommendations regarding the JPA’s Board of Director’s structure and composition, including potential alternatives to current practices.

2. Analyzed current RecycleMore organics collection programs for all sectors, including processing, and determined adequacy to support compliance with SB 1383 requirements.

3. Provided an estimate of additional collection and/or processing capacity needed to achieve the SB 1383 requirements.

4. Analyzed existing RecycleMore program compliance requirements and new compliance requirements under SB 1383, consider the listed activities under all state mandates.

5. Provided recommendations for the most effective implementation of required activities, which include:
– Education and Outreach
– Inspection and Enforcement, including the assessment of penalties and contamination monitoring;
– Edible Food Recovery Programs
– Regulation of Self-Haul Sector
– Purchasing Policy Changes
– Municipal Code Updates
– Container Color and Labeling Requirements

6. Provide a recommendation and description for accurate record keeping and monitoring of recommended RecycleMore activities to determine their performance effectiveness and contribution to organics reduction.

Project Benefits
» Enhanced compliance with SB 1383; and
» Improved coordination on legislative compliance between RecycleMore and its Member Agencies.

Client Contact Mr. Peter Holtzclaw, Executive Director 3220 Blume Dr Suite 198, Richmond, CA 94806
510.215.3127 | [email protected]
Contract Amount $63,170
Project Dates April 2020 – Current Ongoing Project
Team Members Garth Schultz, Rose Radford, Claire Wilson DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 244

6. QUALIFICATIONS & REFERENCES
16 Envirolutions References
City of Alameda | Zero Waste Technical Assistance
Envirolutions is serving as a subcontractor to SCS Engineers on a contract to provide commercial and multifamily technical assistance to business and multifamily sites in the city of Alameda. The scope of the work includes visual waste audits, service level recommendations, technical assistance to property management to improve recycling participation and the rolling out of new recycling and organics collection services.

Envirolutions works hand-in-hand with the waste hauler Alameda County Industries (ACI) to provide seamless assistance, which includes, but is not limited to making recommendations for effective sorting systems within the facilities’ operations, helping to facilitate service level changes, and distributing outreach materials.

Client Contact Mr. Marc Green, Program Specialist II
950 W. Mall Square Alameda, CA 94501
510.298.2984 | [email protected]
Contract Amount $26,000, Annually, Allocated to Envirolutions Project Dates August 2018 – Current Ongoing Project
Team Members Juliana Gerber
San Mateo County | Bilingual Sustainability Workshops
Envirolutions staff Alejandra Warren co-developed and presented bilingual and culturally appropriate virtual workshops focused on sustainability issues such as composting, vermicomposting, gardening, and recycling for the San Mateo County Office of Sustainability. She provided translation and interpretation services for curriculum and outreach materials, led trainings on sustainability topics entirely in Spanish, and facilitated bilingual breakout groups which enriched the workshops she led with equity, inclusion and increased community participation.

Additionally, Alejandra was a guest lecturer for the Office of Sustainability’s Master of Resource Conservation Course, which is a 8-week long course offered to residents and businesses based in San Mateo County that covered multiple areas of sustainability including energy and water efficiency, waste management and recycling, food and food distribution systems, transportation alternatives, and open space management.

Client Contact Ms. Avana Andrade, Sustainability Specialist 455 County Center 4th Floor, Redwood City, CA 94063
970.566.1464 | [email protected]
Contract Amount $15,000-$19,000, Annually, Allocated to Envirolutions Project Dates 2019 – 2021
Team Members Alejandra Warren
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7. VALUE-ADDED SERVICES
City of Richmond | Solid Waste Collection Franchise Agreement 17 7. VALUE-ADDED SERVICES
R3 Value-Adds
Our team has been engaged to provide various services for the City and look forward to continuing our excellent work history with the City. R3 delivers expert industry analysis and recommendations to our clients, who always receive:
» Unbiased, conflict-free project management and objective, fair treatment:
— We have no entanglements with local districts, no hidden agendas, and no pre-ordained vendors. This translates to a high repeat customer rate and solid, respectful relationships with jurisdictions and haulers. — Extensive experience managing projects with multiple stakeholders, which includes planning realistic goals, schedules, and budgets, effectively communicating with all key players, working collaboratively to achieve objectives and stay responsive, and streamlining processes. » Data-driven, money-saving solutions and clear deliverables:
— Best-approach, honest recommendations to the City’s contractual needs, derived from decades of solid waste consulting experience and analysis of client data.
— Focus on improving safety and customer service, increasing productivity, and reducing costs.
— Fair, affordable rates and clearly-defined deliverables – no overages. » Comprehensive, up-to-the-minute understanding of industry regulations:
— Principals and key staff have superior knowledge base from over decades of hands-on industry and legislative compliance experience. » Reliable Team Support:
— We will be an extension of the City’s team, working side-by-side to advise and guide, keep all stakeholders up-to-date, and move the project smoothly forward.

Envirolutions Value-Adds
» Native Spanish speaker Outreach Director, Alejandra Warren, brings a specialized focus on the cultural, socio-economic aspects of waste management and the importance of directly addressing the necessity for multi-focused solid waste service programs;
» Envirolutions is a woman-owned, locally-operated, small business; » Established experience working in and with culturally diverse communities throughout the Bay Area.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 246
In an effort to reduce paper usage, this page has been
left blank for double-sided printing purposes.

If printing, please consider using 100% recycled paper.

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9. EXCEPTIONS TO THIS RFQ10. STATEMENT OF IMPARTIALITY & DISCLOSURE

8. CONTRACTOR ASSIGNMENT

OF SUB-CONTRACT
City of Richmond | Solid Waste Collection Franchise Agreement 19 8. CONTRACTOR ASSIGNMENT OF SUB-CONTRACT
R3 ensures that the resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the City of Richmond. We intend to subcontract a portion of the resulting contract to Envirolutions. R3 and Envirolutions have complementary industry experience and expertise. Both R3 and Envirolutions have profound knowledge of statewide solid waste and recycling issues, including infrastructure, regulatory requirements, and available resources.

The quality control measures R3 will employ to ensure that Envirolutions complies with the provisions of our potential contract with the City include:
• Developing a project matrix to track and manage project progress, including tasks and subtasks, the assigned primary staff, and supporting Quality Assurance/ Quality Control (QA/QC) staff.
• Maintaining work papers that catalog supporting documentation for all analysis, “ticked and tied” to the project findings, as appropriate. • Assigning senior R3 staff to be responsible for providing critical review and final quality assurance of all project deliverables.
• Including unlimited virtual meetings to clarify and develop a strong understanding of the information we receive from our clients.
• Building opportunities for client feedback throughout our work scope, scheduling regular conference calls with client project staff to strategize, discuss project progress, and proactively resolve any issues that may arise.

R3 takes no exception(s) to this RFQ, including but not limited to the City of Richmond’s Standard Services Agreement.

9. EXCEPTIONS TO THIS RFQ

10. IMPARTIALITY & DISCLOSURE
Confirmation
Neither R3 nor Envirolutions staff are currently participating and will not, during the performance of these services, participate in any other similar work involving a third-party with interests currently in conflict or likely to conflict with the City’s interests.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 248
In an effort to reduce paper usage, this page has been
left blank for double-sided printing purposes.

If printing, please consider using 100% recycled paper.

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APPENDIX
City of Richmond | Solid Waste Collection Franchise Agreement per RFQ, not included in page count

APPENDIX
Table of Contents
Resumes of Project Team
Sanctuary City Compliance Statement
Sub-Consultant Letter of Commitment
R3 Team, 2021 Holiday Gathering
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APPENDIX
per RFQ, not included in page count
Garth Schultz
Principal
About
Garth Schultz brings 18 years of solid waste management experience in both the private and public sectors. His areas of expertise include managing or assisting with sole source and competitive procurement of collection, materials processing, and transfer and landfill services.

Garth has participated in crafting Request for Proposal (RFP) documents and detailed Agreements that incorporate state legislative requirements, performance incentives, and rate-adjustment guidelines involving various profit bases. He has also evaluated proposals, prepared and presented award recommendations, and assisted with contract negotiations.

Other areas of solid waste industry experience include: developing strategic Zero Waste and high-diversion plans; modeling, reviewing, and restructuring rates; reviewing hauler operations and performance; reviewing solid waste programs and providing recommendations for improvement; and engaging stakeholders and communities through workshops and outreach planning.

Education
» Master of Public Administration and Public Policy Development, Cal State East Bay » Bachelor of Science in Environmental Science and Minor in Public Policy, University of California, Berkeley » Illegal Dumping Grant and Litter Fee Study | City of Richmond Principal, led prior engagements working with the City, including pro bono work that resulted in award of a $500,000 competitive CalRecycle Grant to combat illegal dumping in the City and the development of a Litter Fee Study that resulted in the City adopting new franchise fee funding. Together, these efforts provided millions of dollars of City revenues for important programs and services benefiting the Richmond community. » Franchise Extension Negotiations | City of Healdsburg Principal, recently led the negotiation process to extend, amend, and restate the City’s franchise agreement with their service provider (Recology Sonoma Marin). Garth and other members of the R3 team identified, redrafted, and negotiated agreement terms and conditions that required updating, while also reviewing and negotiating around several iterations of financial proposals from Recology.
» Procurement and Negotiation Assistance | City of Santa Clara Principal, recently led negotiations for the City of Santa Clara for the City’s future exclusive Agreements with Recology South Bay (Recology) and Mission Trail Waste Systems, including a rate study to help the City establish customer rates for services to be provided under the new Agreements. The new Agreements are designed to achieve the City’s objectives, including compliance with applicable state legislation, and the City’s long-term financial and diversion goals. » Procurement and Negotiation Assistance | Cities of: Piedmont, Half Moon Bay, Santa Rosa, Los Altos Principal, managed R3’s work with the City of Piedmont to pursue a negotiated franchise extension with the City’s franchised hauler, and previously assisted with the procurement processes for the cities of Half Moon Bay and Santa Rosa. » Procurement and Negotiation Assistance | RecycleMore and the Cities of Milpitas, Petaluma, Santa Rosa Principal, played a key support role in evaluating post-collection services alternatives for RecycleMore member agencies (Contra Costa County and the cities of El Cerrito, Hercules, Pinole, Richmond, and San Pablo). He also led transition assistance for the City of Milpitas when they switched to a new franchised hauler for solid waste collection. On behalf of the City of Petaluma, he assisted in R3’s extensive review of the proposed assignment of multiple collection, processing, transfer, and other contracts from The Ratto Group (TRG) to Recology Sonoma Marin (Recology) for jurisdictions throughout the counties of Marin and Sonoma.
» High Diversion Implementation Plan | City of Los Altos Principal, recently led the development of the City’s High Diversion Implementation Plan, assisting in developing recommendations for the City’s hauler to meet its 78% diversion requirement and AB 1826 legislative requirements, such as advocating mixed-waste processing to remove organics and recyclables from commercial and multi-family waste streams.

He has assisted numerous cities in other similar projects, updating Municipal Codes to incorporate current state regulatory requirements for clients.
» Environmental Services Management | City of El Cerrito* Lead Negotiator, from 2006 to 2014, Garth worked for the City of El Cerrito in all aspects of solid waste management and recycling. During his tenure with the City, Garth worked collaboratively with City of Richmond staff on a variety of matters, including collaboration on RecycleMore’s post-collection agreement with Republic Services, supporting the development and initiation of green waste composting at the closed West Contra Costa County Landfill.

Relevant Experience
Resumes of Project Team
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APPENDIX
City of Richmond | Solid Waste Collection Franchise Agreement per RFQ, not included in page count
Scott Hanin
Sr. Project Director
About
Scott Hanin has more than 30 years of solid waste experience, including serving as the Executive Director of the West Contra Costa Integrated Waste Management Authority (WCCIWMA). Scott was also City Manager for the City of El Cerrito for 17 years, a member agency of the WCCIWMA. Scott oversaw all aspects of city government including budget development, strategic planning, community engagement, organizational development and restructuring, capital projects, legislative compliance, and oversight of all department heads.

He conducted multiple operational reviews of the City’s solid waste and recycling operations, which led to numerous changes in program operations including the design and construction of the City’s award-winning drop-off center. Throughout his career Scott has worked with dozens of local governments on the review and development of modern solid waste agreements.

Now in his work with R3, Scott is currently assisting Zero Waste Marin in an organizational review of the agency. He recently managed a debt financing study as a subcontractor to R3 for Zero Waste Sonoma. Prior to moving to California, Scott oversaw performance and evaluations of the operations of the New York City Department of Sanitation in his role in the Mayor’s Office of Operations.

Education
» Master of Public Administration, New York University
» Bachelor of Arts in Political Science, University of Delaware » Executive Certification in Public Administration, UC Berkeley » Review of Franchise Assignment | City of Milpitas
Project Director, performed a detailed review of the qualifications of Waste Connections as it relates to a potential assignment of the franchise agreement from Milpitas Sanitation. » Review of Organizational Structure | Zero Waste Marin Project Director, performed an analysis of the organizational structure of the JPA and provided recommendations for improvements to staffing model through changes in governance, wages and benefits. Compared responsibilities and services with that of similar JPAs. Wrote report of findings and presented recommendations to staff and Board Members. » Development of Debt Service Strategy | Zero Waste Sonoma Project Director, developed a financial plan and strategy to help the JPA evaluate debt service alternatives for the development and acquisition of land for new facilities. This included a schedule as well as rate impacts including drafting of the staff reports for the Board.
» Assistance with Disposal Agreement Negotiations | City of Los Altos Project Support, currently working with the City to negotiate a new disposal agreement with Republic Industries in an effort to ensure disposal capacity, increased diversion and rate stability. » Prop 218 Detailed Rate Review of Recology’s Rates | Zero Waste Sonoma Project Manager, currently leading the effort to evaluate the financial impact of adding collection service to current accounts that self-haul their waste because of legislation requiring mandatory service for all properties. Also, managing a detailed rate review of the County areas, including the impact of additional programs related to SB 1383. Scott is also leading the overall project efforts to meet Zero Waste Sonoma’s expectations of mandatory subscription to organics and solid waste collection service per SB 1383.
» Negotiation Assistance | City of Westlake Village
Project Support, currently working with the City to assist in negotiation of a new collection agreement and developing support for city fees that will comply with Proposition 218. He is conducting an analysis of the City’s solid waste collection system in relation to Waste Management’s requested term extension for meeting regulatory requirements. » Assistance with Agreement Assignment | Novato Sanitary District Project Support, currently working with the District to evaluate the possible assignment of the current collection franchise from the sanitary district to the City. Coordinating the assignment with all of the stakeholders including the Sanitary District, City, LAFCO and the hauler. The franchise agreement between Novato Sanitary District and Recology covers both the entirety of the City of Novato, and some parts of Unincorporated Marin County. The agreement was executed in May 2011, and was set to expire on December 31, 2025; however, the assignment provision of the Collections Agreement triggered at the time of Recology’s assignment of the agreement and will now expire on the date of the assignment in 2024.

Relevant Experience
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APPENDIX
per RFQ, not included in page count
Rose Radford
Sr. Project Manager
About
Rose Radford has accumulated valuable experience in environmental consulting, research, policy, and data analysis. With her strong background in research and technical writing, Rose has provided valuable support for procurement of solid waste collection services by writing high-diversion collection service and processing/disposal agreements, conducting extensive surveys, and coordinating clear communications between clients and proposers.

Her other areas of expertise include: solid waste management planning and program development; operations, programs, and facility reviews; Municipal Code analysis and revision; researching and compiling data; operational and performance reviews of haulers; field studies and survey coordination; and financial planning, including rate modeling, rate studies and rate reviews.

Education
» Master of Public Administration in Environmental Science and Policy; Columbia University » Bachelor of Science in Conservation and Resource Studies; University of California, Berkeley » Construction and Demolition Facility Evaluator; Recycling Certification Institute Relevant Experience
» Conditional Use Permit (CUP) 5-Year Review | City of Richmond Project Manager, engaged to conduct the City’s 5-Year Review of Republic Services’ CUP for the West Contra Costa Sanitary Landfill Bulk Materials Processing Center (inclusive of Golden Bear Transfer Station and associated solid waste facilities). Rose led the evaluation and verification of Republic’s compliance with the CUP performance requirements during the period. She then assisted the City in drafting and negotiating changes to the CUP and a staff report to the Planning Commission, which included the recommendation to conduct ongoing monitoring for the period of one additional year.

The additional year of monitoring is complete and Republic was found to be substantially in compliance with the City’s requirements. Rose is currently engaged by the City to conduct ongoing monitoring of Republic’s compliance. » Planning Assistance in Response to SB 1383 Organic Waste Reduction Mandates | RecycleMore Project Manager, evaluated the JPA and its Member Agencies’ preparedness for SB 1383 by engaging with JPA and Member Agency staff as well as hauler representatives, providing specific guidance on areas of particular concern, recommending responsible entities for each requirement, and assisting in the first stages of implementation. Currently, Rose is reviewing draft municipal code updates to be provided by RecycleMore to Member Agencies for their consideration. » Negotiation and Procurement Assistance | Town of Atherton Project Analyst, currently providing procurement assistance services for the Town of Atherton (Town), evaluating and determining their best option for solid waste collection, recycling, processing, and disposal services. The Town currently has a Franchise Agreement with their hauler that expires in December 2020. R3 is assisting with identifying and documenting known current services and costs for those services provided to the Town by Recology and SBWMA and evaluating the Town’s options for securing a different service provider for collection services only, and for collections, recycling, processing and disposal services together.
» Contract Extension Negotiations | City of Los Altos
Project Manager, recently assisted Garth Schultz in contract extension negotiations with the franchised hauler on behalf of the City of Los Altos (City). Rose completed the City’s SB 1383 readiness analysis, identifying key contract terms to include in the extension negotiations, drafted the proposed contract language, and negotiated key outcomes identified by the City as priorities. The extension negotiations resulted in a franchise agreement that was SB 1383-ready, including universal roll-out of organics service to all businesses in the City, and a 20% reduction in the rate increase originally proposed by the hauler. » Solid Waste Hauler Procurement | City of Piedmont
Project Manager, she was instrumental in each step of the City of Piedmont’s recent procurement assistance project for solid waste collection services, participating in community engagement processes, incorporating requests from City Council, and writing both the RFP and the base contract used in the procurement. » Organics Processing Procurement Assistance | Zero Waste Sonoma (formerly Sonoma County Waste Management) Project Manager, assisted incorporated key recommendations and findings about organics material processing in the County of Sonoma to compile a Request for Information, which was followed by a full procurement process for Zero Waste Sonoma. As part of this process, she drafted and revised the RFP document and its attachments, participated in facilitating community workshops, and drafted the two high-diversion and high-performance base contracts for use by the Agency and its selected contractors. She assisted in the technical evaluation of the submitted proposals, including an evaluation of the proposed site location, capacity, pricing, and other issues of concern to the agency.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 253
Carrie Baxter
Sr. Project Manager
About
Carrie Baxter has over a decade of experience in solid waste consulting, in a broad range of operational, planning, and financial projects. She specializes in providing legislative compliance assistance to local jurisdictions for implementing or expanding programs related to organic material collection, tracking, and infrastructure development, as well as assisting in negotiating improvements and best practices into municipal codes and collection agreements.

Carrie also has significant experience with competitive procurement projects for solid waste management services, including providing financial analysis services, such as studying rates and how to incentivize diversion, and engaging the community and stakeholders. In addition, Carrie routinely supports operations and performance reviews, evaluating billing and reporting systems and conducting on-site route audits, conducting comprehensive benchmarking and rate surveys, and creating disaster debris management plans for various cities in California.

Education & Achievements
» Bachelor of Science in Organization, Leadership & Management: University of San Francisco » Ms. Baxter authored an article in the March/April 2019 BioCycle Magazine » Presented at the 2019 BioCycle West Coast Conference; the 2019 CRRA Conference on Rate Setting for Organics Diversion; and the 2018 CRRA Conference on Disaster Planning

APPENDIX
City of Richmond | Solid Waste Collection Franchise Agreement per RFQ, not included in page count
Relevant Experience
» Procurement and Negotiation Assistance | Cities of: El Cajon, Banning, Eastvale, San Juan Capistrano, Fairfield, Santa Clara, Santa Clarita, Irwindale, and Vallejo, and CalPoly Pomona Project Manager, Carrie used her particular expertise in reviewing Agreements and recommending updates and revisions to contract language to incorporate legislative requirements and improve the efficiency, safety, and overall cost-effectiveness of existing operations.
» Procurement and Negotiation Assistance | County of Nevada Lead Analyst, served as the Lead Analyst for the negotiation of the County’s collection and transfer operation services.

Through this process, she analyzed Waste Management’s current diversion, compared customer rates and services to jurisdictions in the surrounding region, and analyzed the cost of needed renovations and improvements. » Procurement and Negotiation Assistance | City of Rolling Hills Estates Lead Analyst, recently assisted in the negotiations with the City of Rolling Hills Estates and their hauler, designing the new Agreement to assist the City in complying with state legislation and improve Waste Management’s public education and reporting, while maintaining current service levels. » Procurement and Negotiation Assistance | City of Half Moon Bay Lead Analyst, through the recent procurement process for solid waste collection services with the City, Ms. Baxter assisted in evaluating proposals, conducted site visits of the proposed facilities, assisted with negotiations, and prepared a final staff report to present the results and recommendations to City Council. As a result of negotiations, Ms. Baxter identified capital needs and operational efficiencies to help reduce operational costs, implemented new diversion programs (green and curbside recycling, residential and commercial food scrap collection), and increased diversion requirements due to analysis of surrounding jurisdictions. » Procurement and Negotiation Assistance | Zero Waste Sonoma Lead Analyst, assisted Zero Waste Sonoma in obtaining two short-term processing facility Agreements, and is currently providing on-call assistance in the finalization of one long-term processing facility Agreement to provide for organics processing capacity throughout the Sonoma County region. She also recently participated in the negotiation assistance for the nearby cities of Shafter and Rohnert Park and the Town of Windsor. » Solid Waste Franchise Review | Recology Sonoma Marin
Lead Analyst, reviewed the proposed assignment of solid waste franchise and other Agreements held by The Ratto Group (TRG) to Recology Sonoma Marin (Recology) for the cities of Cloverdale, Cotati, Healdsburg, Petaluma, Rohnert Park, Santa Rosa, Sebastopol, Sonoma County, Marin County, Novato Sanitary District, and Zero Waste Sonoma (Agencies). Specifically, she led the review of services and other requirements in the Agreements to assist the agencies in determining Recology’s operational and financial ability to perform the activities covered under the Agreements. She presented the findings in a final report to the affected Agencies and at several City Council meetings.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 254

APPENDIX
per RFQ, not included in page count
Claire Wilson
Project Manager
About
Claire Wilson combines her background in environmental science and ecology with her experience in research and data analysis to work with local governments in reducing and better managing their waste streams. She has a strong background in legislative compliance and community outreach and education, and her expertise is centered around policy development, state law compliance, and solid waste agreement negotiations. She is experienced in Zero Waste and high diversion planning and implementation, specializes in community and stakeholder engagement strategies, and has worked with jurisdictions to develop innovative methodologies to approach Zero Waste and comply with State legislation, including AB 341, 1828, and SB 1383. To date, Claire has helped 75+ clients manage their hauler contracts, achieve compliance with State and local legislation, and implement new and exciting policies and programs around reuse, foodware, edible food recovery, and zero waste. She has also drafted municipal ordinances to update and clearly define diversion goals, state requirements, as well as codify such requirements in solid waste franchise agreements.

Education
» Bachelor of Science in Environmental Studies - University of California, Santa Barbara » Zero Waste Community Associate Certification - Zero Waste USA » 2019 Young Professionals Scholarship Recipient - California Resource Recovery Association Relevant Experience
» Legislative Compliance Assistance | RecycleMore (West Contra Costa Integrated Waste Management Authority) Project Support, authored the Inspection and Enforcement analysis for RecycleMore as a part of our SB 1383 planning effort, and attended meetings with agency staff to identify implementation steps for SB 1383 compliance. She conducted outreach and community engagement by notifying covered and non-compliant customers under AB 1826 and AB 341. She contacted over 200 customers and conducted site visits to educate business owners and determine their next steps. » Planning Assistance in Response to SB 1383 Organic Waste Reduction Mandates | RecycleMore Project Analyst, provided initial planning support for RecycleMore in implementing SB 1383. She analyzed current organics collection programs for all sectors, including processing, and determined adequacy to support compliance with SB 1383 and provided an estimate of additional collection and/or processing capacity needed. Additionally, she analyzed existing program compliance and new compliance requirements and provided recommendations for the most effective implementation. » Solid Waste Collection & Street Sweeping Procurement Services | City of Thousand Oaks Lead Analyst, currently serving as the Lead Analyst with the City in drafting the City’s new collection services agreement, and was a member of the selection team in the RFP process. She assisted in evaluating proposals and scoring, and finalizing the City’s franchise agreement.
» Solid Waste Organic Program Review | City of Riverside Project Analyst, recommended modifications and updates to the City’s existing program in support of state requirements for recycling and organics diversion, such as AB 341, AB 1826, SB 1383 and AB 1594. Also developed AB 1826 compliance plan for submission to CalRecycle.
» SB 1383 Compliance Plan | City of Vallejo
Project Analyst, developed a corrective action plan to achieve AB 1826 compliance, including exemption forms, compliance letters, tracking sheets, and scripts; and a clear action plan that identified responsible entities and actions to be taken, and Municipal Code updates for mandatory organics collection. » SB 1383 Organics Waste Reduction and Recycling Program | Ventura County Lead Analyst, currently evaluating the County’s franchise agreements, determining compliance with State Laws including SB 1383, analyzing and making recommendations around the Compost Materials Handling Facility Agreement, revising and drafting a compliant SB 1383 solid waste ordinance and construction and demolition ordinance, facilitating stakeholder engagement to inform future decisions around solid waste collection in the County. » SB 1383 (Organics) Rate Survey | CalRecycle (Department of Resources Recycling and Recovery) Project Analyst, provided research assistance on SB 1383 implementation, including compilation of data on rate structures, infrastructure development, and compost facility capacity for jurisdictions/haulers throughout California. » Food Recovery Program Strategic Plan | Alameda County Community Food Bank Project Analyst, developed a strategic plan for increasing food recovery and distribution efficiencies as well as funding strategies to meet the requirements of SB 1383. Identified food generators and modeled the amount of food that must be recovered to meet the State’s goal.

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APPENDIX
City of Richmond | Solid Waste Collection Franchise Agreement per RFQ, not included in page count
Juliana Gerber is an environmental consultant with
7 years of direct experience in planning and
implementing recycling and zero waste projects. Her
expertise includes working on projects in the public and private sectors, and with agencies such as the cities of Piedmont, Alameda, Sausalito, as well as Zero Waste
Marin, StopWaste and RecycleSmart. Her work on these
projects primarily included project management for
accessible outreach and education programs,
conducting surveys, performing waste audits, and
providing technical assistance to property managers in
the commercial and multifamily sectors to assist with AB 341, AB 1826, and SB 1383 compliance as well as any
local ordinances. A focus on building outreach that is
accessible to all stakeholders is a priority.

Juliana was promoted to serve as the Associate Director of the Bay Area Woman-Owned ﬁrm, Envirolutions, LLC in
2021 after 6 years working with the ﬁrm. Envirolutions
specializes in designing and implementing zero waste,
recycling and sustainability projects, assisting
restaurants, hotels, multi-tenant commercial complexes
and multifamily dwellings in implementing effective
waste diversion programs. This has included conducting
waste audits, hosting staff and management training,
and recommending service level changes.

Juliana also currently serves as the Financial
Coordinator for the Berkeley-based non-proﬁt Northern
California Recycling Association (NCRA). Juliana started her environmental career in 2005 at Edgar & Associates
in Sacramento, a regulatory environmental compliance
engineering ﬁrm, where she managed day-to-day
operations of the business, as well as studied legislation, edited various studies and permitting plans, and
performed all executive assistant duties for the ﬁrm.

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APPENDIX
per RFQ, not included in page count
Alejandr
Warre
is a sustainability consultant
and intersectional environmentalist working on
diverse Zero Waste, resource conservation and
environmental justice projects across the Bay Area.

She co-led efforts to pass the ﬁrst single-use plastic
ban in San Mateo County in 2018 and co-founded
Plastic Free Future in 2020 a California non-proﬁt
organization dedicated to the reduction and
elimination of plastic pollution through promoting
reusable alternatives and focusing on education to
underserved communities. Alejandra currently
works on multilingual outreach and technical
assistance to businesses adopting new foodware
ordinances and compliance with SB1383.

As Outreach Director with Envirolutions Consulting
she has managed and supported projects for
Salesforce, San Francisco Environment, the Sausalito
Sustainability Commission, the Office of
Sustainability of San Mateo County and more.

Through her work with Plastic Free Future, Alejandra
develops and implements innovative, culturally
appropriate programs, webinars and tabling events
to reach out to unattended communities. Alejandra
proudly taps into her Indigenous/Latinx roots to
enrich her work and interactions with people and
nature.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 257

APPENDIX
City of Richmond | Solid Waste Collection Franchise Agreement per RFQ, not included in page count

CITY OF RICHMOND
Sanctuary City Compliance Statement

The undersigned, an authorized agent of R3 Consulting Group Inc. (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12 -18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).

Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:

a. "Data Broker” means either of the following:

i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;

ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.

b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."

Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

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

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

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 2 day of March, 2022 , at Albany, California.

Printed Name: Garth Schultz Title: President

Signed: Date: March 2, 2022

Business Entity: R3 Consulting Group Inc., a California S Corporation

Vendor SCCO Compliance Statement (Augt2020)
Sanctuary City Compliance Statement
DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 258

APPENDIX
City of Richmond | Solid Waste Collection Franchise Agreement 11 R3 Consulting Group
1512 Eureka Rd STE 220
Roseville, CA 95661

RE: Subconsultant Letter of Commitment
Dear Ms Peggy Paulsen:

This letter serves as a commitment for services and budget quote for subcontracting services related to the proposal, CONSULTING SERVICES RELATED TO THE CITY OF RICHMOND’S SOLID WASTE COLLECTION FRANCHISE AGREEMENT. Costs include Envirolutions time and services to perform the following:

Task Task Description Budget

1: Project
Design
* Involve City management, business associations, community leaders, and civic organizations for their assistance in designing an inclusive process for community engagement * Inform key stakeholders of the process and integrate their feedback into project design * Design survey questions and the process for data collection and analysis * Determine indicators for program success
* Secure any necessary equipment and/or printed materials

$ 6,600

2: Community
Engagement
* Execute an innovative, and accessible multilingual community engagement process including stakeholders such as community organizations, civic groups, neighborhood councils, low-income housing service providers and faith leaders
* Conduct surveys through community meetings, town hall gatherings, tabling, workshops, webinars, and other methods of outreach

$ 15,400
3: Engage
Business and
Property
Management
Associations
* Include the perspective of the business community by reaching out to local businesses associations, property management associations, Homeowners Associations (HOAs), the Chamber of Commerce and other local trade organizations
* These groups will similarly be engaged through conducting surveys during meetings, webinars, workshops and other methods of outreach

$ 9,900
4: Data
Compilation
* Synthesizing data to decipher trends and outcomes once all surveying and data collection has been completed
* Transform data into graphs and slides that can be shared with project funders to present results

$ 4,400
5: Reporting * Incorporate results into the final report for the project $ 3,300 6: Materials
and travel * Placeholder budget for any printed materials needed and for mileage to and from outreach events $ 800 Total Estimated Budget $ 40,400

By submission of this commitment letter, Envirolutions certifies that the information submitted within the application is true, complete and accurate to the best of our knowledge. If you have any questions, please contact the undersigned.

Regards,

Juliana Gerber 6/13/2022
Associate Director, Envirolutions LLC
[email protected] l (916) 519-9212
Sub-Consultant Letter of Commitment
DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 259
For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

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

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

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

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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

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

Samantha Carr
R3 Consulting Group, Inc.

CMO, Economic Development
Samantha Carr
DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 260
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:

R3 Consulting Group, Inc.

Samantha Carr
450 Civic Center Plaza, Suite 300
Garth Schultz
405 14th Street
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, C opyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 262
General Conditions/EJ/TE 01-19-11 2 of 13

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 265
General Conditions/EJ/TE 01-19-11 5 of 13

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

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

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

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

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

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 266
General Conditions/EJ/TE 01-19-11 6 of 13

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

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

15. Indemnification.

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 267
General Conditions/EJ/TE 01-19-11 7 of 13

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

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

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

16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 268
General Conditions/EJ/TE 01-19-11 8 of 13

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

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 269
General Conditions/EJ/TE 01-19-11 9 of 13

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

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 270
General Conditions/EJ/TE 01-19-11 10 of 13

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 272
General Conditions/EJ/TE 01-19-11 12 of 13

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

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

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

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

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

39. Performance and Final Acceptance.

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

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

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

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

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

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

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 274
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):

None
R3 Consulting Group, Inc.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 275
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.

R3 Consulting Group, Inc.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 276
___ 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.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 277
___ 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.

DocuSign Envelope ID: DFEFEFD0-4572-44AA-A076-089250818534 278
___ 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.

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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, Pa yment Limit and Service Plan
Pay ment Limit and Service Plan

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which
was approved by the City Council of the City of Richmond or executed by the City Manager on ,
which original term commenced
on
and terminates w
ith 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 conditio
ns of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

CMO, Economic Development
Samantha Carr
[email protected]
(510) 620-5407
12123
6174
Provide consulting services, community engagement services, and recommendations for the analysis of the current solid waste collection franchise agreement held by the City.
✔
2 R3 Consulting Group, Inc
405 14th Street
Oakland, CA 94612
Garth Schultz
[email protected]
4005-3134
✔
July 26, 2022
July 20, 2022
June 30, 2024
136,735.00
DocuSign Envelope ID: 0267C7C7-5CBF-4F3F-AED0-94EA9D5C8B59 329
Contract Amendment/EJ/TE 09-26-07

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached here
to, 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. Amend ment 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.

R3 Consulting Group, Inc
DocuSign Envelope ID: 0267C7C7-5CBF-4F3F-AED0-94EA9D5C8B59 6/20/2024
President
Mayor
6/25/2024
330
Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

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

R3 Consulting Group, Inc
2 6174
July 20, 2022
June 30, 2025
Tasks and Services will be the same as R3 Contract Amendment No.1.

DocuSign Envelope ID: 0267C7C7-5CBF-4F3F-AED0-94EA9D5C8B59 331
Contract Amendment between the City of Richmond and
Amendme
nt 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):

Increa sed 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):

Increa sed 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):

Increa sed 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):

Increa sed 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):

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

Term Amendment (insert new termination date):________________________

Service Plan
R3 Consulting Group, Inc
2 6174
July 11, 2023
131,450.00
268,185.00
June 30, 2024
✔
✔
✔

0.00 June 30, 2025
268,185.00
268,185.00
268,185.00
268,185.00
✔
DocuSign Envelope ID: 0267C7C7-5CBF-4F3F-AED0-94EA9D5C8B59 332

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

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

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

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

Economic Development
Samantha Carr
[email protected]
(510) 283-3542
12123
Provide consulting services, community engagement services, and recommendations for the analysis of the current solid waste collection franchise agreement held by the City. ✔
3 R3 Consulting Group, Inc
405 14th Street
Oakland,CA 94612
Garth Schultz
(916) 782-7821
[email protected]
✔
July 19, 2022
July 20, 2022
December 31, 2023
136,735.00
333
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.

R3 Consulting Group, Inc
334
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

3 R3 Consulting Group, Inc
July 20, 2022
June 30, 2026
60,000.00
328,185.00
335
Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (SERVICE PLAN)
(CONTRACTOR’S OBLIGATION’S)

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

Contract Amendment/EJ/TE 9-26-07

3 R3 Consulting Group, Inc

1. Franchise Agreement Negotiation Services
R3 is currently contracted with the City to complete competitive procurement via request for proposals process. The original contract amount is nearly expended, and additional contract resources are necessary to complete final negotiations of agreement. The additional contract authorization is necessary because the original amounts contracted were for completion of negotiations for both the City of Richmond and the City of San Pablo, and while negotiations have progressed smoothly with both parties, the original amounts assumed levels of cost-efficiency that have not materialized.

2. Franchise Fee Cost-Recovery Analysis
R3 will research, analyze, and estimate the value of the City’s solid waste management, administration, oversight, compliance, and other expenditures that may be eligible for revenue recovery from solid waste rates via franchise fees. The analysis will rely on financial information provided by the City, including but not limited to internal cost-allocation information, salary and benefit information for positions having responsibility for solid waste management and compliance matters

336
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

3 R3 Consulting Group, Inc
July 11, 2023
131,450.00
268,185.00
June 30, 2024
✔
✔
✔
June 20, 2024

0.00 June 30, 2025
268,185.00
328,185.00
60,000.00
June 30, 2026
136,735.00
136,735.00
✔
✔
✔
✔
337

City of Richmond | Various Services 1
February 13, 2025
Ms. Samantha Carr
Environmental Manager
City of Richmond
submitted via email: [email protected]
SUBJECT: Franchise Agreement Negotiations and Franchise Fee Study Consulting Services – R3 Proposal
Dear Ms. Carr,
R3 Consulting Group, Inc (R3) is pleased to submit the attached proposal to the City of Richmond (City) to provide Franchise Agreement Negotiations and Franchise Fee Study Consulting Services.

Upon acceptance of this proposal (and subsequent contract amendment), R3 will provide the City with:

The outcome of the analysis will be a set of total calculated annual costs for solid waste management, administration, oversight, compliance, and other activities. This calculation will represent the fee amount available to offset documentable City expenditures.

3. Franchise Fee Property Value Analysis
R3 will research, analyze, and estimate the value of the City-government property rights conveyed to the City’s contracted solid waste provider(s) that may be eligible for recovery via franchise fees.

The analysis will be based on the estimated amounts of time that solid waste containers are placed in the public right-of-way for collection as well reasonable estimates of the rental value for that unique use of the public right-of-way. This analysis may also include other significant uses of government property that may be identified.

The outcome of this analysis will be an estimated annual figure for the rental value associated with the use of City government property and will represent the fee amount available to compensate the City for the use of public property. 338
City of Richmond | Various Services 2

4. Vehicle Impact Analysis
R3 will research, analyze, and estimate the value of the impact that solid waste collection vehicles operated by the City’s contracted solid waste service provider(s) have on the City’s streets.

The analysis will be based on the value of the City’s streets, wear and tear to them, and the estimated proportionate impact from solid waste collection vehicles. Information used in this analysis may include but is not limited to the number of street miles by type, vehicle trips on streets by vehicle type, pavement management plans, and other associated information provided by the City.

The outcome of this analysis will be a calculated annual proportionate allocation of maintenance needs attributable to solid waste collection vehicles. The resultant calculation will represent the amount that may be justified to offset vehicle impacts to streets to the extent allowed by law. Changes to the State Vehicle Code may be needed to recover these costs.

5. Franchise Fee Revenue Analysis
R3 will research, analyze, and summarize current fee revenues paid to City by contracted solid waste providers and will compare those values to the sum of the cost-recovery and property value fee estimates per the above. Differences between current franchise fee revenues, fees collected through other mechanisms (e.g., AB 939 or SB 1383 fees) and those resulting from our analysis will be identified and quantified. R3 makes no guarantee that the analytical results will support existing City fee revenue generation.

6. Franchise Fee Findings
R3 will provide the City (through its legal counsel) with a draft written report of its findings regarding the results of our analysis and comparison to current fee revenues. We will work with the City staff and City legal counsel to revise and finalize the report for City consideration. One round of revisions in response to comments is included in our pricing.

7. Meetings
R3 will periodically meet with City staff throughout the engagement. This will include an initial kick-off meeting, limited check-in meetings, and a meeting to review draft results. Public meetings are not included in the base pricing, but our team can be available, on an hourly basis, to attend public meetings if necessary. All meetings will be conducted virtually.

339

1504 Eureka Road, Suite 220, Roseville, CA 95661 | p 916.782.7821 f 916.782.7824 | www.r3cgi.com 3 Timeline & Cost
R3 proposes a contract amendment of $60,000 for the work included in this proposal. For cost-effective service delivery, R3’s pricing proposal is fixed. A breakdown of costs by activity are provided in Table 1, below. Any additional consulting services beyond those proposed (including engagement as an expert witness) will be charged at our standard rates shown in Table 2, below.

Table 1: Breakdown of Costs

FEE TYPE DUE DATE COST
Franchise Agreement
Negotiation Services Fixed payment upon completion of negotiations of final Collection Agreement $ 15,000 Franchise Fee Study Fixed payments in three increments of $10,000, due within 30-days of invoicing (upon notice to proceed, with draft results, and upon project completion) $ 30,000 Contingency $ 15,000

Table 2: Standard Rates

CLASSIFICATION RATE
Principal / Sr. Director $ 325 per hour
Director $ 290 per hour
Sr. Managing Consultant $ 250 per hour
Managing Consultant $ 225 per hour
Sr. Consultant $ 210 per hour
Consultant $ 190 per hour
Associate Consultant $ 175 per hour
Expert Witness 1.5x Rates Listed Above

REIMBURSABLE COSTS
Consultants/Subcontractors Cost plus 10%
Lodging and meals Direct cost
Travel - Private or company car Current Federal Rate
Travel - Other Direct cost
Delivery and other expenses Direct cost
* * * * * We appreciate the opportunity to submit this proposal to the City. If you have questions or need additional information, please contact me.

Sincerely,

Garth Schultz | Principal
R3 Consulting Group, Inc.
510.292.0853 | [email protected]
340

Page 1 of 2 ends

March 25, 2025

Economic Development

DATE: March 25, 2025
TO: Mayor Martinez and Members of the City Council
FROM:

Nannette Beacham, Economic Development Director
Craig Murray, Development Project Manager II

Subject:

District Office Lease Agreement with U.S. Congress
Member John Garamendi’s Office
FINANCIAL IMPACT: Per the lease terms, the United States House of Representatives will pay the City $13,689 per year, for a total of $27,378 for the two-year term of the lease.
(01917090-362801)

PREVIOUS COUNCIL
ACTION:

December 6, 2022

STATEMENT OF THE
ISSUE:

Congressman John Garamendi requested that the City of
Richmond consider leasing approximately 845 square
feet of one office, four cubicles, and a conference room at 440 Civic Center Plaza as his Congressional District Office. City staff is requesting approval of a standard United States House of Representative’s District Office lease agreement for this purpose .

RECOMMENDED ACTION:

APPROVE a lease with United States House of
Representatives to allow Congressman John Garamendi
to utilize approximately 845 square feet of office space, four cubicles, and a conference room on the second floor of 440 Civic Center Plaza as his Congressional District Office, at a rate of $1,140.75 per month ($13,689 per
year), for a two-year term from January 3, 2025, through AGENDA
REPORT
341

Page 2 of 2 ends

March 25, 2025
January 2, 2027 – Economic Development (Craig Murray
621-1612).

DISCUSSION:

On December 6, 2022, City Council approved a two-year lease with U.S. Congressman John Garamendi for office space within the 440 Civic Center Plaza building and in space previously occupied by Congressman DeSaulnier (Attachment 1).

Congressman Garamendi has again requested the opportunity to lease approximately 845 square feet of the same office space (Attachment 2). This space serves as an excellent, central location from which to connect with the Richmond community and serves the West County area. The Congressman’s staff would utilize space on the second floor of 440 Civic Center Plaza, adjacent to the reception area. The space includes one office space, four cubicles, conversion of one of the conference rooms for office space, and shared use of conference and break rooms.

Under the lease, the Congressman would pay rent of $1,140.75 per month ($1.35 per square foot) for a total of $13,689 annually. The term would be consistent with the two- year Congressional term of office. The base rent was originally calculated by staff researching similar office space rates in the City of Richmond on the commercial real estate marketplace website Loopnet. At the time of an updated lease, available rental locations were not comparable of quality and lease rates. City staff determined that the previous rental rate of $1.35 per square foot remains fair market value and supports this base rent rate.

DOCUMENTS ATTACHED:

Attachment 1 – Original Lease between the City of Richmond and United States House of Representatives
Attachment 2 –PROPOSED Lease between the City of Richmond and United States House of Representatives

342
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DocuSign Envelope ID: AD1EC917-295A-469E-80B6-1D54BF436869 1/6/2023
DocuSign Envelope ID: 88D98B48-895E-40FF-9E51-AEC0596A53F2 346
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DocuSign Envelope ID: AD1EC917-295A-469E-80B6-1D54BF436869 DocuSign Envelope ID: 88D98B48-895E-40FF-9E51-AEC0596A53F2 Thomas K. Butt
MayoryMayor
1/10/2023
352
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356
357
V.S. Jfouse of �presentatives
Washington, D.C. 20515
District Office Lease Amendment
(Page 2 of 2 - 119th Congress)
IN WITNESS WHEREOF, the paities have duly executed this District Office Lease Amendment as of the first date written below by the Lessor or the Lessee.

City of Richmond
Print Name of Lessor/Landlord
By:

Lessor Signature
Name: Eduardo Martinez
Title: Mayor
Date
John Garamendi
Date
This District Office Lease Amendment must be accompanied with an executed District Office Lease Attachment.
'
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Page 1 of 3 ends

March 25, 2025
DocID #38314v1

Economic Development

DATE: March 25, 2025
TO: Mayor Martinez and Members of the City Council
FROM:

Nannette Beacham, Director of Economic Development
Lizeht Zepeda, Senior Business Assistance Officer
Jesson de Leon, Senior Business Assistance Officer
Kyle Lam, Management Analyst
Junne Garcia, Management Analyst

Subject:

Resolution to Accept and Appropriate the Grant Award for the Cannabis Equity Program
FINANCIAL IMPACT: The City of Richmond has been awarded a $600,000 grant from the Governor’s Office of Business and
Economic Development (GO-Biz) Type II Cannabis
Equity Grant. The grant requires a matching contribution, and the City’s proposed match of $100,000 has been
identified in the approved Fiscal Year (FY) 2024-2025
and 2025-2026 budgets (Account String: 01361165-
400201).
.

PREVIOUS COUNCIL
ACTION:

November 21, 2017
December 7, 2021
March 1, 2022

STATEMENT OF THE
ISSUE:

The Economic Development Department has been
awarded a $600,000 GO-Biz Type II Cannabis Equity
Grant to advance social equity in the cannabis industry.

City staff seeks Council approval to accept the grant
award, which will provide resources, training, direct
grants, and business development support to individuals and communities disproportionately affected by historical cannabis policies.

AGENDA
REPORT
367

Page 2 of 3 ends

March 25, 2025
DocID #38314v1
RECOMMENDED ACTION:

ADOPT a resolution to accept grant funding from the
California Governor’s Office of Business and Economic
Development, in the amount of $600,000 for the
Cannabis Equity Program; AUTHORIZE the city manager
or their designee to execute the necessary agreements
with GO-Biz to accept the grant funds; and
APPROPRIATE the grant funds in the Fiscal Years 2024-
2025 through 2026-2027 budgets – Economic
Development Department (Nannette Beacham 510-621-
1306/Lizeht Zepeda 510-620-6653/Jesson de Leon 510-
412-2023/Kyle Lam 510-620-6802/Junne Garcia 510-
865-3532).

DISCUSSION:

Background

During the November 21, 2017, Richmond City Council meeting, Councilmembers expressed interest in developing an equity program for commercial cannabis activities.

Economic Development staff partnered with SCI Consulting Group to create an Equity Assessment and Equity Manual, laying the foundation for the Richmond Cannabis Equity Program. This process included multiple community meetings and stakeholder interviews with current and prospective cannabis operators, equity applicants, non- cannabis business leaders, and other key participants. These efforts provided a comprehensive understanding of Richmond's cannabis industry, identifying both opportunities and challenges. On December 7, 2021, the City Council adopted Resolution No. 148-21 officially establishing the Cannabis Equity Program and approving the Equity Assessment and Equity Manual.

In December 2024, the Economic Development Department applied for the Type II Cannabis Equity Grant from the California Governor's Office of Business and Economic Development (GO-Biz), in an amount of $600,000, to further the implementation of the City’s Cannabis Equity Program. This application was developed in partnership with the Economic Development Commission’s Cannabis Subcommittee. On January 23, 2025, the California Governor’s Office of Business and Economic Development (GO-Biz) informed the City of Richmond of its eligibility for the grant award in the amount of $600,000 for the Cannabis Equity Grants Program. To receive grant funding, GO-Biz requires formal authorization for the City Council to enter into a grant agreement with GO-Biz and to designate an official signatory. This grant award builds on the City’s commitment to addressing social and economic inequities by ensuring equitable access to emerging industries, such as the cannabis sector.

Program Overview
The criminalization of cannabis disproportionately impacted communities across California, leaving individuals with convictions and their families facing long-term 368

Page 3 of 3 ends

March 25, 2025
DocID #38314v1
economic and social disadvantages. Many face barriers to entering the regulated cannabis industry due to limited access to capital, business space, technical assistance, and regulatory compliance support.

The Richmond Cannabis Equity Program is designed to eliminate these barriers and promote equitable industry participation. Guided by the Cannabis Equity Manual, the program defines eligibility criteria and support mechanisms for verified equity applicants.

The GO-Biz grant funding will enable the City to expand direct technical assistance, helping applicants navigate regulatory processes, secure commercial spaces, and establish viable businesses. Additionally, the City will provide direct financial assistance through grants to equity applicants to support business startup costs.

This initiative ensures that the cannabis industry does not replicate historical exclusionary practices but instead fosters economic opportunities for individuals disproportionately impacted by past cannabis policies.

Conclusion
The Economic Development Department requests that the Richmond City Council adopt a resolution authorizing the City Manager or their designee to execute the necessary agreements with GO-Biz, accept the $600,000 in grant funds, and appropriate the funds in the FY 2024-2025 through 2026-2027 budgets. This action represents a key step in Richmond’s broader strategy to promote economic and racial equity through equitable access to emerging industries.

SYNERGISTIC POLICIES:

This grant supports the City’s Economic Development and Community Health and Wellness goals outlined in the General Plan. The Cannabis Equity Program aligns with Policy ED2.1 (Local Employment Base) and Policy HW6.6 (Local Small Businesses) by reducing barriers to industry participation for individuals harmed by cannabis criminalization.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution
Attachment 2 – Grant Award Letter
369

January 23, 2025
Kyle Lam
Management Analyst
1322 Canal Boulevard
Richmond, CA 94804

Dear Kyle Lam,
Thank you for your Type 2 grant application for the Cannabis Equity Grants Program for Local Jurisdictions. Based on our review of your application, we are pleased to inform you that the City of Richmond is eligible for a grant award of $600,000.00. In order to proceed with providing you a grant agreement for signature, please provide the following to [email protected]:

1. Please review your enclosed budget spreadsheet. As soon as possible, and no later than February 18th, please make any updates in order to finalize your budget for inclusion in your grant agreement.

2. All grant agreements must be signed via our electronic signature platform, DocuSign. Please provide the name, title, and email address for the individual that will sign the grant agreement no later than February 18th.

3. In order to receive grant funding a resolution is required from the jurisdiction’s governing body authorizing the jurisdiction to enter into the grant agreement with GO-Biz and designating by title the individual who is authorized to sign the agreement on behalf of the jurisdiction. It is important to place a resolution request on the governing body’s agenda immediately to avoid funding delays. A sample resolution is attached. Authorizing resolutions must be received by GO-Biz no later than March 31, 2025.

The approved resolution MUST contain all of the components found in the attached sample resolution exactly as indicated and must match its format.

The grant agreement must be signed by the jurisdiction using DocuSign no later than March 31, 2025.

Congratulations, and we look forward to working with you! Please contact us if you have any questions.

Best regards,
Katie Raley, Grant Supervisor
Community and Local Equity Grants Unit
Governor’s Office of Business and Economic Development (GO-Biz) [email protected]
370

Reso. No. _____

Page 1 of 2 ends

DocID #38319v1
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND,

CALIFORNIA, AUTHORIZING STATE OF CALIFORNIA CANNABIS EQUITY

GRANT FUNDING

WHEREAS, the members of the California Legislature have recognized the need for cannabis equity grant funding;

WHEREAS, funding has been provided to the Governor’s Office of Business and Economic Development to provide grant funds to local governments;

WHEREAS, the City of Richmond has adopted or operates a local equity program for commercial cannabis activity; and

WHEREAS, the City of Richmond has determined that it will use grant funds from the Governor’s Office of Business and Economic Development to assist local equity applicants and licensees through its local equity program for commercial cannabis activity as described in its application for grant funds.

NOW, THEREFORE, BE IT RESOLVED that the City Manager of the City of Richmond, or their designee is authorized to execute by electronic signature on behalf of the City of Richmond the grant agreement with the Governor’s Office of Business and Economic Development, including any extensions or amendments thereof and any subsequent grant agreement with the G overnor’s Office of Business and Economic Development in relation thereto.

BE IT FURTHER RESOLVED that any liability arising out of the performance of this grant agreement, including civil court actions for damages, shall be the responsibility of the gra nt recipient and the authorizing agency. The Governor’s Office of Business and Economic Development and the State of California disclaim responsibility for any such liability.

******************

***THE CLERK’S OFFICE WILL COMPLETE THE INFORMATION BELOW****

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

AYES: AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor

Approved as to form:
371

Reso. No. _____

Page 2 of 2 ends

DocID #38319v1

City Attorney

State of California }
County of Contra Costa : ss.

City of Richmond }

I certify that the foregoing is a true copy of Resolution No. _____, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on Mmmm dd, yyyy.

_______________________________________
Pamela Christian, Clerk of the City of Richmond
372

Page 1 of 3 ends

March 25, 2025

Finance Department

DATE: March 25, 2025
TO: Mayor Martinez and Members of the City Council
FROM:

Shasa Curl, City Manager
Nickie Mastay, Deputy City Manager – Internal Services
Andrea Miller, Director of Finance
Mubeen Qader, Deputy Director of Finance
Subject:

State Audit Update - May 2025
FINANCIAL IMPACT: No Fiscal Impact

PREVIOUS COUNCIL
ACTION:

December 20, 2022
May 2, 2023
June 27, 2023
July 11, 2023
October 17, 2023
April 16, 2024
June 4, 2024
October 15, 2024

STATEMENT OF THE
ISSUE:

On April 4, 2022, the City of Richmond was notified by
the California State Auditor regarding an audit of the City as approved by the Joint Legislative Audit Committee. In response to the State Auditor’s Report, and after City
Council review on December 20, 2022, the City provided
a Corrective Action Plan. This report is a required six- month update per the direction in the State Audit.

RECOMMENDED ACTION:

RECEIVE a report regarding the City’s Corrective Action Plan update to State Audit No. 2021-806 – City
Manager’s Office/Finance Department (Andrea Miller
510-620-6790/Mubeen Qader 510-412-2077).

AGENDA
REPORT
373

Page 2 of 3 ends

March 25, 2025
DISCUSSION:

On April 4, 2022, the City of Richmond was notified by the California State Auditor regarding an audit of the City as approved by the Joint Legislative Audit Committee on June 30, 2021. The State Auditor’s local audit program identifies and supports local government agencies that might be at high risk based upon analysis of the City’s audited financial statements. Richmond’s risk assessment began in February 2021 based on the City’s June 2020 financial statements.

The audit was initiated in May 2022 and was completed and published on November 10, 2022. During the audit process, the State Auditor held meetings with City staff members to review and discuss many aspects of the City’s financial management procedures and protocols. In compliance with the State Auditor’s request, City staff members provided complete access to the City’s financial data and systems.

State Auditor Recommendations:

At the conclusion of the audit, the State Auditor formalized eleven (11) recommendations that the City has grouped into three broad areas: (1) Budget Strategy, (2) Housing Authority Administration, and (3) Operations, as summarized below:

Budget Strategy

1. Review/Update Fund Balance Reserve Policy

2. Identify Contingent Budget Balancing Options

3. Expand 5-Year Financial Projection Model with Risk Scenarios

4. Review/Update Pension Funding Policy

5. Review/Update OPEB Funding Policy

6. Update Workforce/ Position Analysis

Housing Authority Administration

7. Complete Housing Authority Recovery Agreement Actions

8. Execute Housing Authority/ City Administration Agreement

Operations

9. Review/Update Contract Compliance Documentation Process

10. Review/Update Contract Compliance Checklist

11. Review/Update Fee Schedule Policy

In response to the State Auditor’s Report, and after City Council review on December 20, 2022, the City provided a Corrective Action Plan on December 21, 2022.

California Code of Regulations, Title 2, Section 61140 requires submitting subsequent updates every six months from the issuance of the State Audit report. The City submitted the following updates thus far:

 May 2023 (Six Months Update)
 June 2023 (Supplemental Update)
374

Page 3 of 3 ends

March 25, 2025
 November 2023 (Six Months Update)
 May 2024 (Six Months Update)
 June 2024 (Supplemental Update)
 November 2024 (Six Months Update)

City’s Corrective Action Plan May 2025 Update

This is a required six-month update per the direction in the State Audit. Since all the 11 recommendations have been implemented as noted in the attached corrective action plan, there is no further change in status to report at this juncture. The full California State Auditor’s report regarding the City of Richmond is available on the web link:
https://www.auditor.ca.gov/reports/2021-806/index.html

Next Steps

City staff members will continue to monitor and provide any updates to the State Audit recommendations when necessary.

DOCUMENTS ATTACHED:

Attachment 1 – State Audit Update May 2025
375
Attachment 1 - Corrective Action Plan
Recommendation
Number Description Responsible for
Implementation
Time
Frame Corrective Action Plan May 2023 Update June 2023 Supplemental Upda te November 2023 Update May 2024 Update June 2024 Supplemental Upd ate November 2024 Update 1 To help ensure that Richmond maintains appropriate reserves for times of fiscal uncertainty, city staff should, by June 2023, review Richmond's reserve policy to determine whether a higher reserve target is appropriate. As part of the review, staff should consider all the factors the Government Finance Officers' Association (GFOA) recommends for setting a reserve target. Once that review is complete, city staff should present proposals to the city council for modifying the city's policy.

Staff presented GFOA best practices to
the City Council on May 2, 2023, with the
first draft budget for FY23-24
Staff presented GFOA best practices to
the City Council on May 2, 2023, with the
first draft budget for FY23-24. Based on
the GFOA best practices, on June 27,
2023, the City Council adopted a revised
Cash Reserve Policy (see Attached, Cash
Reserve Policy)
Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update. Annual financial policy review
and update provided to City Council in
May 2024.

Completed per June 2023 Supplemental
Update. Annual financial policy review and
update provided to City Council in May 2024.

Completed per June 2023 Supplemental
Update.
2 To decrease the risk that Richmond will deplete its reserves, city staff should, by June 2023, present to the city council a list of pr oposed budget actions that would help ensure balanced budgets and eliminate projected deficits.

City Manager Office
&
Finance
6/30/2023
Present contingent, long-term budget balancing options with the FY 2023-2024 proposed budget, by June 2023.

Staff presented a balanced first draft of
the FY23-24 budget on May 2, 2023, to
adopt a balanced budget by June 30,
2023
The City Council adopted a balanced
budget for Fiscal Year 2023-2024 on
June 20, 2023 (see Attached Fiscal Year
2023-2024 Budget Staff Report)
Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update. Proposed FY2024-25 budget
projections provided to City Council in
May 2024.

Completed per June 2023 Supplemental
Update. Proposed FY2024-25 budget
projections provided to City Council in May
2024.

Completed per June 2023 Supplemental
Update. City Council adopted FY2024-25
budget on June 24, 2024.
3 Richmond should include multiple scenarios in its financial projections, including scenarios with potential additional risks, such as economic downturns or recessions, and how the city would continue to fund its operations under those circumstances.

City Manager Office
&
Finance
On Going
Present expanded 5-year financial projection with the FY 2023-2024 Proposed Budget, by June 2023.

Staff will present a draft five-year forecast
(with scenarios) to the City Council in
June 2023, for review and discussion.

The City staff presented a multiple
scenarios forecast to the City Council on
June 6, 2023. (see Attached staff report
that the City Council received the Five
Year Forecast)
Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update. Proposed FY2024-25 budget
projections provided to City Council in
May 2024.

Completed per June 2023 Supplemental
Update. Proposed FY2024-25 budget
projections provided to City Council in May
2024.

Completed per June 2023 and June 2024
Supplemental Updates.
4 To ensure that Richmond is able to fund its retirement-related costs, city staff should, by June 2023, propose to the city council a specific policy regarding funding of its pension trust fund for this purpose. Staff should report to the city council on estimated long-term savings from increasing its direct payments to Cal PERS compared to investing the same amounts in its pension trust fund. Staff members should use this information to inform their recommendations related to funding targets for the pension trust fund and should consider recommending that the council increase the city's payments directly to CalPERS.

The City has contracted with GovInvest to
keep an on-going monitoring of the
retirement related costs and impact of
funding initiatives. First presentation to
the City Council is expected on May 16,
2023
GovInvest presented a Pension Funding
PowerPoint presentation at the May 16,
2023, City Council meeting and NHA
Advisors presented a PowerPoint
presentation on CalPERS Unfunded
Accrued Liability Cost Management
Strategies at the June 6, 2023, City
Council meeting. Based on these
presentations the City Council adopted a
new Pension Funding Policy (see
Attached Pension Funding Policy)
Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update. Annual financial policy review
and update provided to City Council in
May 2024.

Completed per June 2023 Supplemental
Update. Annual financial policy review and
update provided to City Council in May 2024.

Completed per June 2023 Supplemental
Update.
5 To improve the city's ability to pay other pos t-employment benefits, Richmond should, by June 2023 and annually thereafter, implement a policy identifying funds, such as surpluses or one-time revenues that should be contributed to the OPEB trust fund. Staff should conduct an annual analysis to determine whether any funds available to the city are applicable under the city's policy and should present a proposal to the city council to apply those funds to the trust fund.

City staff will be presenting options to the
City Council regarding OPEB-Prefunding
on June 2023.

On June 27, 2023, City Council adopted a
revised OPEB Funding policy (see
Attached OPEB funding Policy)
Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update. Annual financial policy review
and update provided to City Council in
May 2024.

Completed per June 2023 Supplemental
Update. Annual financial policy review and
update provided to City Council in May 2024.

Completed per June 2023 Supplemental
Update.
6 To mitigate the costs of increasing salaries, the city should perform a workforce analysis by June 2024. Based on the results of the analysis, the city council should consider eliminating vacant positions that it deems no longer necessary. Additionally, the city should assess its need for each vacant position before it seeks to fill the positions and eliminate any positions that it does not need.

Due to time constraints of City Council
meeting on May 2, 2023, the results of
the workforce analysis RFP is tentatively
scheduled to go to the City Council on
May 16, 2023.

Staff originally brought the results of the
RFP to perform a workforce analysis to
the City Council on May 2, 2023. Due to
the large volume of agenda items, the
RFP was awarded to Raftelis to perform
the Workforce Analysis and the contract
was approved by the City Council on May
23, 2023.

Raftelis has started the workforce
analysis, in the first phase of the analysis,
several department and division heads
were interviewed to assess the current
state of workload and staffing levels. The
study will be concluded before June 30,
2024.

Raftalis provided an update which was
provided to Council on consent on
February 20, 2024 (see attached staff
reort and Powerpoint).

Raftelis completed the Workforce Analysis. An
initial update was provided to City Council on
February 20, 2024, the final report was
presented to City Council on June 25, 2024,
(see Attachment 2, June 25, 2024 agenda
item R.1)
Completed per June 2024 update.
7 To ensure compliance with federal requirement s, Richmond should dedicate the resources necessary to provide records needed for an independent auditor to complete all outstanding single audits of the housing authority within the next fiscal year. To comply with existing legal obligations, Richmond should m ake available sufficient resources to enable the Housing authority to resolve all past due requirements of the recovery agreement and to meet the remaining deadlines in a timely manner by January 2024.

The City has made the following
resources available to RHA: Senior
Accountant, Outside Consultant,
Accountant I, Interim Director Housing
Authority.

Please see recommendation number 8
supplemental update
Completed per June 2023 Supplemental
Update.

Resources have been provided per May
2023 Update. Audit completion is in
progress.

Resources have been provided per May 2023
Update. Audit completion is in progress.

Resources have been provided per May 2023
Update. Audit completion is in progress.
8 To define Richmond's responsibility related to the housing authority, Richmond should immediately enter into a written agreement with the housing authority defining each entity's financial responsibilities and draft plans to resolve past tax liabilities and prevent unnecessary new liabilities.

City Manager Office
&
Richmond Housing
Authority
2/28/2023
Draft and Schedule City Council consideration of Housing Authority Administration Agreement by February 2023.

The City and RHA are in process of
preparing a draft written agreement
regarding tax liabilities and prevention of
unnecessary new liabilities.

On June 27, 2023, City Council approved
a written agreement between the City and
the Richmond Housing Authority (see
Attached, Richmond Housing Authority &
City Administrative Services Agreement)
Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update.
9 To ensure that Richmond is receiving the best value when entering into contracts, city staff should immediately begin documenting that they are following the contracting requirements in the city's municipal code and contracting policies for all contracts. City Manager Office &
Finance
6/30/2023
Draft and implement Contract Compliance Documentation processes by June 2023.

City staff conducted an assessment of
training materials to ensure compliance
with contracting requirements in the City's
Municipal Code and contracting policies.

Staff prepared training programs to help
employees develop the knowledge and
skills to ensure compliance. [See
Attached pdf Contract Compliance
See May 2023 update Completed per May 2023 Updat e. Completed per May 2023 Update. Annual Policy review and updates go to Council
May 2024.

Completed per May 2023 Update. Additional
updates to contract checklist have been made
and are attached (see Attachment 3, June 4,
2024 agenda item O.4.c).

Completed per May 2023, and June 2024
updates.
10 To reduce potential errors and omissions by city staff members when contracting for goods and services, by January 2023 Richmond should require its finance department to create a comprehensive checklist of required documentation for contract files that other departments must follow when conducting procurements.

City Manager Office
&
Finance
6/30/2023
Draft and implement Contract Compliance Checklist by June 2023. City staff compiled comprehensive checklists that are being utilized in
reviewing and approving all contracts to
ensure that proper procurement
procedures and adherence to applicable
City policies is being followed. [See
Attached pdf Contract Compliance
See May 2023 update Completed per May 2023 Update. Completed per May 2023 Update.

Additional updates to checklist have been
made and will be included with annual
policy review and updates to Council May
2024.

Completed per May 2023 Update. Additional
updates to contract checklist have been made
and are attached. (see Attachment 3, June 4,
2024 agenda item O.4.c).

Completed per May 2023 and June 2024
Updates.
11 To ensure that city fees appropriately cover t he cost of providing services, by June 2023, Richmond should determine a cost-effective frequency for updating its fee schedule to reflect all allowable costs, including adjusting fees for inflation as appropriate. Richmond should then revise its municipal code as necessary.

City Manager Office
&
Finance
6/30/2023
Review and update the Fee Schedule policy for City Council consideration and update of Municipal Code as needed by June 2023.

On May 2, 2023 the City Council adopted
an ordinance (first reading) to update the
Master Fee Schedule annually (rather
than quarterly).

On June 6, 2023, the City Council
adopted an ordinance revising the Master
Fee Schedule to annually (rather than
quarterly). (see Attached revised
ordinance)
Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update. Public Hearing for Master Fee
Schedule Updates in May 2024.

Completed per June 2023 Supplemental
Update. For FY 2024-25 Master Fee Schedule
the first Public Hearing was held on May 28,
2024 and the second reading adopting the
ordinance for the Master Fee Schedule was
held on June 4, 2024.

Completed per June 2023 and June 24
Supplemental Updates.
1376
Attachment 1 - Corrective Action Plan
Recommendation
Number Description Responsible for
Implementation
Time
Frame Corrective Action Plan
1 To help ensure that Richmond maintains appropriate reserves for times of fiscal uncertainty, city staff should, by June 2023, review Richmond's reserve policy to determine whether a higher reserve target is appropriate. As part of the review, staff should consider all the factors the Government Finance Officers' Association (GFOA) recommends for setting a reserve target. Once that review is complete, city staff should present proposals to the city council for modifying the city's policy.

City Manager Office
&
Finance
6/30/2023
Schedule City Council review/consideration of updated General Fund reserve policy in March 2023 for implementation in the Fiscal Year (FY) 2023-2024 Budget, for adoption by June 2023.
2 To decrease the risk that Richmond will deplete its reserves, city staff should, by June 2023, present to the city council a list of pr oposed budget actions that would help ensure balanced budgets and eliminate projected deficits.

City Manager Office
&
Finance
6/30/2023
Present contingent, long-term budget balancing options with the FY 2023-2024 proposed budget, by June 2023.
3 Richmond should include multiple scenarios in its financial projections, including scenarios with potential additional risks, such as economic downturns or recessions, and how the city would continue to fund its operations under those circumstances.

City Manager Office
&
Finance
On Going
Present expanded 5-year financial projection with the FY 2023-2024 Proposed Budget, by June 2023.
4 To ensure that Richmond is able to fund its retirement-related costs, city staff should, by June 2023, propose to the city council a specific policy regarding funding of its pension trust fund for this purpose. Staff should report to the city council on estimated long-term savings from increasing its direct payments to Cal PERS compared to investing the same amounts in its pension trust fund. Staff members should use this information to inform their recommendations related to funding targets for the pension trust fund and should consider recommending that the council increase the city's payments directly to CalPERS.

City Manager Office
&
Finance
6/30/2023
Schedule City Council review/consideration of updated Pension funding policy in March 2023 for implementation in the FY 2023-2024 Budget, for adoption by June 2023.
5 To improve the city's ability to pay other pos t-employment benefits, Richmond should, by June 2023 and annually thereafter, implement a policy identifying funds, such as surpluses or one-time revenues that should be contributed to the OPEB trust fund. Staff should conduct an annual analysis to determine whether any funds available to the city are applicable under the city's policy and should present a proposal to the city council to apply those funds to the trust fund.

City Manager Office
&
Finance
6/30/2023
Schedule City Council review/consideration of updated OPEB funding policy in March 2023 for implementation in the FY 2023-2024 Budget, for adoption by June 2023.
6 To mitigate the costs of increasing salaries, the city should perform a workforce analysis by June 2024. Based on the results of the analysis, the city council should consider eliminating vacant positions that it deems no longer necessary. Additionally, the city should assess its need for each vacant position before it seeks to fill the positions and eliminate any positions that it does not need.

City Manager Office
&
Human Resources
6/30/2024
The City is issuing a Request for Proposal for a professional firm to conduct a formal workforce analysis. While the City evaluates the professional firms that replied to the Request for Proposal, the City will do an annual analysis of funded positions proposed by departments during the annual budget process, starting with the FY 2023-24 budget, by June 2023.
7 To ensure compliance with federal requirement s, Richmond should dedicate the resources necessary to provide records needed for an independent auditor to complete all outstanding single audits of the housing authority within the next fiscal year. To comply with existing legal obligations, Richmond should m ake available sufficient resources to enable the Housing authority to resolve all past due requirements of the recovery agreement and to meet the remaining deadlines in a timely manner by January 2024.

City Manager Office
&
Richmond Housing
Authority
1/1/2024
Identify and assign resources to complete Housing Authority Single Audit backlog by June 30, 2023. Identify and assign resources to complete Housing Authority Recovery Agreement actions by January 2024.
8 To define Richmond's responsibility related to the housing authority, Richmond should immediately enter into a written agreement with the housing authority defining each entity's financial responsibilities and draft plans to resolve past tax liabilities and prevent unnecessary new liabilities.

City Manager Office
&
Richmond Housing
Authority
2/28/2023
Draft and Schedule City Council consideration of Housing Authority Administration Agreement by February 2023.
9 To ensure that Richmond is receiving the best value when entering into contracts, city staff should immediately begin documenting that they are following the contracting requirements in the city's municipal code and contracting policies for all contracts. City Manager Office &
Finance
6/30/2023
Draft and implement Contract Compliance Documentation processes by June 2023.
10 To reduce potential errors and omissions by city staff members when contracting for goods and services, by January 2023 Richmond should require its finance department to create a comprehensive checklist of required documentation for contract files that other departments must follow when conducting procurements.

City Manager Office
&
Finance
6/30/2023
Draft and implement Contract Compliance Checklist by June 2023. 11 To ensure that city fees appropriately cover t he cost of providing services, by June 2023, Richmond should determine a cost-effective frequency for updating its fee schedule to reflect all allowable costs, including adjusting fees for inflation as appropriate. Richmond should then revise its municipal code as necessary.

City Manager Office
&
Finance
6/30/2023
Review and update the Fee Schedule policy for City Council consideration and update of Municipal Code as needed by June 2023.

May 2025 Update
Completed per June 2023 Supplemental
Update.

Completed per June 2023 Supplemental
Update. City Council adopted FY2024-25
budget on June 24, 2024.

Completed per June 2023 and June 2024
Supplemental Updates.

Completed per June 2023 Supplemental
Update.

Completed per June 2024 update.

Resources have been provided per May 2023
Update. Audit completion is in progress.

Completed per June 2023 Supplemental
Update.

Completed per May 2023, and June 2024
updates.

Completed per May 2023 and June 2024
Updates.

Completed per June 2023 and June 24
Supplemental Updates.
2377

Page 1 of 2 ends

March 25, 2025

Human Resources

DATE: March 25, 2025
TO: Mayor Martinez and Members of the City Council
FROM:

Nickie Mastay, Deputy City Manager – Internal Services
Sharrone Taylor, Director of Human Resources
Subject:

Contract Amendment No. 2 with AppleOne Temporary
Staffing Agency
FINANCIAL IMPACT: Human Resources is requesting an additional $60,000 for a revised not-to-exceed amount of $260,000 in the
current contract. Funding for the contract is budgeted in each department’s Professional Services budget .

PREVIOUS COUNCIL
ACTION:

April 5, 2022
March 3, 2024

STATEMENT OF THE
ISSUE:

The City of Richmond benefits from procuring temporary
staffing contracts to help support City departments during critical staffing deficits and special projects. City staff members are requesting to increase the contract limit for the Apple One Temporary Agency contract.

RECOMMENDED ACTION:

APPROVE a second amendment to the contract with
AppleOne Employment Services, increasing the contract
limit by $60,000, for a total amount not to exceed
$260,000, for temporary staffing services on an as-
needed basis – Human Resources Department (Nickie
Mastay/Sharrone Taylor - 510-620-6602).

AGENDA
REPORT
378

Page 2 of 2 ends

March 25, 2025
DISCUSSION:

Over the past several years, the City has relied on temporary employment agencies to fill critical positions when employees are on extended medical leave or to provide support during the recruitment process. The City believes that using these agencies is essential for maintaining uninterrupted services. Temporary agencies can quickly fill immediate needs due to their ready pool of candidates who are interested in temporary work and not actively seeking permanent employment. Additionally, the candidates have already undergone thorough vetting and screening, which saves the City considerable time, money, and effort, allowing for expedited staff placement. Currently, the City is utilizing the AppleOne contract to provide staffing assistance to the understaffed Risk Management division, with a focus on improving processes and efficiencies for employee benefits administration.

In 2022, the City of Richmond established a pool of temporary agencies to address critical staffing shortages (Attachment 1). Contracts were executed with both AppleOne and TemPositions, with each contract set to a payment limit of $100,000 (Attachment 2). In March 2024, Human Resources requested an increase of $100,000 to the payment limits and an extension of the contract term(s) to June 2025 (Attachment 3).

The City is now seeking an amendment to increase the contract payment limit for the AppleOne contract by $60,000 for a new not-to-exceed amount of $260,000 (Attachment 4).

RECOMMENDATION:

Approve the second contract amendment to the AppleOne contract, increasing the payment limit by $60,000 for a total amount not to exceed $260,000.

DOCUMENTS ATTACHED:

Attachment 1 – April 5, 2022, Staff Report Establishing Temporary Agency Pool Attachment 2 - AppleOne Temporary Agency Service Contract Attachment 3 - AppleOne Temporary Agency Service Contract Amendment 1 Attachment 4 – AppleOne Temporary Agency Service Contract Amendment 2

379

Page 1 of 3 ends

April 5, 2022

Human Resources

DATE: April 5, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Anil Comelo, Interim Deputy City Manager

Subject:

Approve a Pool of Temporary Agencies to Temporarily
Fill City-Wide Critical Vacancies and to Staff Special
Projects
FINANCIAL IMPACT: Funding for each city-wide contract will come from the approved FY 2021-2022 Professional Services budgets
for the Finance Department and/or the Community
Services Department-Employment and Training Division
and would not exceed $100,000 per contract over the
three-year term. Currently, there are two firms the City is interested in working with. There is an immediate need in the Finance department to assist with Measure U
implementation.

PREVIOUS COUNCIL
ACTION:

Click or tap here to enter text.

STATEMENT OF THE
ISSUE:

The City of Richmond would benefit from the
procurement of temporary staffing contracts to help
support City departments during temporary critical
staffing deficits and special projects.

RECOMMENDED ACTION:

APPROVE a pool of temporary staffing agencies to be
utilized by the Finance Department and the Community
Services Department – Employment and Training
Division, for a total amount not to exceed $200,000, with a $100,000 limit per contract, for a three-year period from April 5, 2022, to June 30, 2025 - Human Resources
Department (Anil Comelo/Sharrone Taylor 510-620-
6600).

AGENDA
REPORT
380

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April 5, 2022

DISCUSSION:

The City of Richmond currently has several critical and hard-to-fill vacancies on the Measure U Implementation Team. The Measure U Implementation Team requires a large pool of administrative support to field calls, provide information to our business owners, perform data entry, and support successful execution of this vital measure.

Unfortunately, since the formation of the Measure U Implementation Team, seven out of eight temporary Accounting Assistants found other employment or left for different reasons in the span of two weeks, which left the team in dire straits.

Therefore, it is in the City's best interest to utilize the services of temporary agencies to fill vacancies for these types of special projects or temporarily staff critical vacancies.

The advantage of using a temporary agency is that they often have a ready pool of candidates interested in temporary employment and therefore are not "job searching." In addition, the candidates have been thoroughly vetted and screened, thus saving the City considerable time, money, and effort and consequently allowing expedited placement of staff.

Engagement of the temporary agencies will not stop the City's efforts from recruiting for these critical positions. In addition, the City is implementing a cross-training program, particularly for the Measure U implementation, to give employees the opportunity to broaden their skillset and assist departments that are short-staffed. Thus far, in addition to the Accountant Assistant II hires, the City has opened job announcements for the Office Aide, Office Clerk/Cashier, and Administrative Student Intern classifications, and has partnered with the Community Services Department – Employment and Training (E&T) Division to conduct a specialized recruitment to staff the Measure U Implementation Team. Recruitments through the Human Resources Department and E&T’s YouthWORKS program continue to be the City’s priority, but recruitments take time. As the City continues our efforts, the establishment of the temporary agency pool will be a safety measure if staffing levels drop to critical levels again.

Per Section 2.52.330 of the City of Richmond's procurement code, the City is opting to utilize the Request for Proposals (RFP) or "piggyback" on a current procurement for similar services. The City of Oakland recently released an RFP and received five bids.

After a competitive process, in which two firms were screened out, the City of Oakland selected HR Management Staffing, AppleOne Employment Services, and TemPositions, to provide temporary staffing services to their city departments. The City of Richmond Human Resources staff sent an inquiry to the three agencies qualified through the City of Oakland’s RFP, and only received responses from AppleOne and TemPositions. Both responding agencies are well established, highly qualified, and have proven performance records on providing competent and skilled candidates.

RECOMMENDATION:

It is recommended that the City Council approves the establishment of a temporary agency pool.
381

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April 5, 2022

DOCUMENTS ATTACHED:

Attachment 1 - TemPositions Service Contract
Attachment 2 - AppleOne Temporary Agency Service Contract Attachment 3 - City of Oakland RFP Vendor Summary
Attachment 4 - City of Oakland RFP
382

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: / Ex
piration Date:

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.

Human Resources
Sharrone Taylor
[email protected]
(510) 620-6803
10433
Temporary Staffing Services on an as needed basis
Howroyd-Wright Employment Agency, Inc. dba AppleOne Employment Services 327 W. Broadway
Glendale, CA 91204
Diane Samia, Branch Manager
(707) 544-3769
[email protected]
40049725
November 11, 2022
April 5, 2022
June 30, 2024
100,000
✔
✔
DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 383

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
Howroyd-Wright Employment Agency, Inc. dba AppleOne
Employment Services
DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C CFO
10/14/2022
President
10/17/2022
MayoryMayor
384
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:

Howroyd-Wright Employment Agency, Inc. dba
AppleOne Employment Services
See "Conditions of Service" attached
Human Resources Director
DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 385
For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

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

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

Sharrone Taylor
Howroyd-Wright Employment Agency, Inc. dba
AppleOne Employment Services
Human Resources
Sharrone Taylor
DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 386
For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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:

Howroyd-Wright Employment Agency, Inc. dba
AppleOne Employment Services
Howroyd-Wright Employment Agency, Inc. dba AppleOne Employment Services Sharrone Taylor
450 Civic Center Plaza
327 W. Broadway
Glendale, CA 91204
DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 387
General Conditions/EJ/TE 01-19-11 1 of 13

EXHIBIT D

GENERAL CONDITIONS

4. Patents, Trademarks, Copyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 388
General Conditions/EJ/TE 01-19-11 2 of 13

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

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 389
General Conditions/EJ/TE 01-19-11 3 of 13

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.

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 390
General Conditions/EJ/TE 01-19-11 4 of 13

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:

9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 391
General Conditions/EJ/TE 01-19-11 5 of 13

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

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 392
General Conditions/EJ/TE 01-19-11 6 of 13

15. Indemnification
.

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 393
General Conditions/EJ/TE 01-19-11 7 of 13

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

16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 394
General Conditions/EJ/TE 01-19-11 8 of 13

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.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 395
General Conditions/EJ/TE 01-19-11 9 of 13

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

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.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 396
General Conditions/EJ/TE 01-19-11 10 of 13

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

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.

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:

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

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 397
General Conditions/EJ/TE 01-19-11 11 of 13

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.

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

35. Severability
. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 398
General Conditions/EJ/TE 01-19-11 12 of 13

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

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.

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.

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 399
General Conditions/EJ/TE 01-19-11 13 of 13

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

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 400
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):

Howroyd-Wright Employment Agency, Inc. dba
AppleOne Employment Services

41. Sanctuary City Contracting Ordinance (SCCO) -- The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G, prior to the execution of this Agreement.

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 401
For the Contract between the City of
Richmond and

EXHIBIT F

INSURANCE PROVISIONS

Howroyd-Wright Employment Agency, Inc. dba
AppleOne Employment Services
DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 402

Conditions of Service 2021 Page 1 of 5 AppleOne Confidential and Proprietary Information Legal Template 12182020

CONDITIONS OF SERVICE

This Conditions of Service (“ Agreement”) is between City of Richmond (“Client”) and Ho wroyd-Wright Employment Agency, Inc. dba AppleOne Employment Services (“ AppleOne”). In consideration of the parties’ mutual covenants, conditions, and promises contained herein, the parties agree as follows:

TEMPORARY AND TEMPORARY-TO-HIRE SERVICES

1. Employees or associates of AppleOne or any of its subcontractors temporarily assigned to Client shall be referred to in the singular as “Temporary Employee” and in the plural as “Temporary Employees.” Temporary Employees are subject at all times to Client’s direct and indirect supervision; AppleOne does not supervise such employees on their assignments. Client further agrees that while on assignment with Client, Temporary Employees shall not be permitted, without express advance written approval by an officer of AppleOne, to i) engage in travel or otherwise operate a motor vehicle or any non -office machinery or equipment on behalf of Client, ii) handle cash or valuables or negotiable instruments (Client shall also not pay Temporary E mployees directly or advance any funds to them.), iii) be permitted unsupervised or uncontrolled access to confidential or proprietary information, including confidential access codes, iv) be permitted unsupervised access to or control of Client’s business premises, v) remove any property of Client from Client’s business premises, vi) purchase, consume or distribute any alcohol, or vii) consume drugs, unless advance written authorization is provided by a physician. Should any Temporary Employee be permitted to engage in any of the activities described in i) - vii) above, AppleOne shall have no responsibility arising therefrom, and Client agrees to indemnify, defend and hold harmless AppleOne for any and all liabilities, losses, claims, injuries, suits, judgments, expenses, charges, fines, interest or penalties (collectively, “Losses”) resulting from the employee’s conduct.

2. Background check services are available for an additional fee to Client and must be agreed to in writing between AppleOne and Client. Background check services may be conducted by one or more of AppleOne’s preferred, third-party vendors (e.g., A-Check Global). Client shall indemnify, defend and hold harmless AppleOne for any and all Losses arising from or related to i) the background checks or the performance thereof and ii) AppleOne’s assignment of any Temporary Employees to Client, at Client’s request, before the full completion of Client- or AppleOne-required background checks, including any legal requirements associated therewith.

3. AppleOne provides its services in compliance with its obligations as an equal opportunity and affirmative action employer. AppleOne’s recruiting procedures are free of discrimination based on race, religion, ancestry, color, national origin, age, gender identity or expression, genetic information, marital status, medical condition, physical or mental disability, protected veteran status, sex (including pregnancy), sexual orientation, or any other characteristic protected by applicable federal, state or local laws. AppleOne also consider qualified applicants regardless of criminal histories, consistent with legal requirements.

4. Client agrees to immediately contact its AppleOne representative or the AppleOne Human Resources Hotline at (800) 270-9120 upon receipt of any complaint by a Temporary Employee regarding, but not limited to, any of the following: sexual harassment, discrimination, retaliation, bullying, wage and hour issues, meal and rest breaks or any other employment -related concern. Further, Client agrees to comply with the American with Disabilities Act and any local health accommodation requirements, and upon request by AppleOne, agrees to participate in an interactive process with AppleOne and any Temporary Employee who seeks a reasonable workplace accommodation.

5. Client agrees to indemnify, defend and hold harmless AppleOne and its subsidiaries and related entities, and all of their respective officers, directors, shareholders, employees, agents and representatives (collectively, “AppleOne Parties”) for Losses arising out of any violation of laws by Client. In addition, Client agrees to comply with all laws, regulations and ordinances relating to work site health and safety, and agrees to provide Temporary Employees a safe and healthful workplace. Client agrees to indemnify, defend and hold harmless AppleOne Parties for Losses arising out of Client’s violations of the Occupational Safety and Health Act of 1970, or any similar state law with respect to workplaces owned, leased or supervised by Client, and/or to which Temporary Employees are assigned. For any serious injury, illness or death of a Temporary Employee occurring in a place of employment or in connection with an AppleOne employee’s assignment with Client, Client shall notify AppleOne immediately (Notification to AppleOne is also required in the event of any accident or medical treatment.) and is DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 403

Conditions of Service 2021 Page 2 of 5 AppleOne Confidential and Proprietary Information Legal Template 12182020
required to report immediately, by telephone or fax, to the nearest Occupational Safety and Health Administration (“OSHA”) office. Client is authorized and required by AppleOne to make the report on behalf of both AppleOne and Client. Client shall provide to OSHA all information required by applicable law, as well as AppleOne’s name, address, phone number and contact person, and the Temporary Employee’s name. Client shall notify AppleOne immediately after the report has been made.

6. Client will not reassign or relocate a Temporary Employee without prior written authorization by AppleOne.

Client agrees to assume all liability for any third party claim arising after any reassignment or relocation that occurs without such authorization.

7. Client understands that Temporary Employees are assigned to Client to render temporary services, and that absent an agreement to the contrary, are not assigned to become employed by Client. Client acknowledges the considerable expense incurred by AppleOne to advertise, recruit, evaluate, train and quality control its employees. Client will not, without prior written authorization by AppleOne, hire an AppleOne employee, interfere with the employment relationship between AppleOne and its employee, or directly or indirectly cause an AppleOne employee to transfer to another temporary help service.

8. Client understands that AppleOne may refer candidates for Client’s evaluation or assign AppleOne employees to render temporary services at Client often while such persons seek direct hire employment through AppleOne. If Client, either directly or indirectly, such as through any company within Client’s control, solicits, offers employment to and/or hires any AppleOne candidate or employee as an employee or consultant in any position, or utilizes such person’s services through another temporary or outsourcing service, or any party affiliated with Client refers such person to any other employer and said person becomes employed by that employer: i) at any time from the date such person’s identity is provided by AppleOne to Client until six (6) months thereafter, or ii) within six (6) months after termination of such person’s temporary assignment through AppleOne at Client, whichever is the later, Client agrees to pay AppleOne a direct hire fee in accordance with AppleOne’s standard fee schedule stipulated by the parties to be equal to thirty percent (30%) of such person’s first year annualized wage or salary. Unless Client presents written evidence to AppleOne of Client’s prior knowledge of an AppleOne referred candidate i) within three (3) business days of AppleOne’s referral of such candidate to Client, or ii) prior to Client’s interview of such candidate , or iii) prior to AppleOne’s assignment of such candidate at Client, whichever is earliest, Client understands and agrees that Client is liable for the payment of any direct hire fee due to AppleOne pursuant to this Agreement.

9. AppleOne offers temporary -to-hire services to Client. An AppleOne employee temporarily assigned to Client is an employee of AppleOne until released to Client. Should Client be interested in hiring an AppleOne referred candidate or employee, Client shall contact AppleOne, who will establish the terms and conditions for releasing such person to Client’s payroll, including the conversion fee to be paid by Client if such terms are not otherwise agreed to between the parties. If any Client accounts are in default according to the payment t erms in Section 12, Client shall bring the accounts current prior to the hiring. If Client hires an AppleOne employee with a Client account in default, Client agrees to pay AppleOne a conversion fee equivalent to the direct hire fee as set forth in Section 8 of this Agreement.

INVOICING AND PAYMENT

10. Client understands that Temporary Employees must be paid weekly, and agrees to promptly review and approve or verify timecards or hours worked. Client agrees to pay and shall be liable for any and all charges incurred based upon Client approved or verified timecards or hours or similar information submitted by Client to AppleOne. If timecards or hours lack timely Client approval or verification, AppleOne will process payroll and invoices based upon the timecards or hours submitted by the employees.

11. Client shall reimburse AppleOne for any expenses that are incurred by AppleOne or Temporary Employees, which are reasonably related to or arise out of the services provided to Client or the discharge of duties by Temporary Employees for Client under this Agreement (“ Reimbursable Expenses”). Such Reimbursable Expenses may include a reasonable amount for Temporary Employee internet service or mobile device service for remote work, Client -required equipment and tools, Client -required uniforms, pre-employment health screening (e.g., COVID -19 testing) and fit for duty doctor’s visit costs. Expenses for travel shall not be invoiced or reimbursed unless such travel expenses have been previously authorized by Client.

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 404

Conditions of Service 2021 Page 3 of 5 AppleOne Confidential and Proprietary Information Legal Template 12182020

12. AppleOne shall invoice Client weekly for services and any other obligations hereunder. Client agrees that payment of invoices is due upon receipt. Client agrees that an account balance that remains unpaid thirty (30) days after the invoice date will be considered in default and that AppleOne may assess a default charge of one and one-half percent (1.5%) per month on any such balance. Client agrees to pay any such default charges and any costs of collection, including attorneys’ fees.

13. Client’s payment method (Check box.): ApplePay’s eCheck. Client may sign up at www.applepay.com. ACH/Other shall be discussed between Client and the AppleOne representative.

Notwithstanding anything to the contrary in this Agreement, in the event that AppleOne is subject to any third party fees or costs related to AppleOne’s compliance with Client’s invoicing or payment policies or practices (e.g., Ariba fees, credit card fees, etc.), AppleOne will pass such fees or costs through to Client without markup.

14. Client and AppleOne acknowledge that through the Patient Protection and Affordable Care Act of 2010, as amended (“ACA”), and regulations promulgated thereby, statutory requirements have been imposed upon certain employers of certain employees working in the United States. AppleOne is committed to fulfilling its ACA obligations through offering ACA -compliant benefits to eligible contingent workers, including Temporary Employees. In demonstrating Client’s commitment to ACA compliance, Client agrees to share in ACA -related costs by paying a $0.54 surcharge for each hour of service provided by each Temporary Employee. The surcharge will be billed to Client in a separate line item on the invoice.

15. Client, or
federal, state or local laws, either currently existing or enacted in the future, may mandate that Temporary Employees undergo specific training (e.g., sexual harassment prevention training), presentations and other curricula (“Trainings”), where the payment of wages is required by law. Unless otherwise agreed to by the parties in writing, the parties agree that AppleOne will invoice Client for the time spent by Temporary Employee on such Trainings, as well as for voting, as allowed by applicable law, according to the regular markup percentage or bill rate that AppleOne charges for such employee.

16. Federal, state or local laws, either currently existing or enacted in the future, may require AppleOne or Client to provide one or more Temporary Employees with certain paid sick, quarantine or COVID-19-related leave (Each such law is a “Paid Leave Law.”). AppleOne and Client agree to comply with all provisions of each Paid Leave Law with respect to Temporary Employees as such laws become effective. Unless otherwise agreed to by the parties in a writing, to address the costs for compliance with a Paid Leave Law, the parties agree that AppleOne will invoice Client for the paid leave of a Temporary Employee according to the regular markup percentage or bill rate that AppleOne charges for such employee provided that the criteria required for the payment of leave to such employee under applicable law has been met.

17. Unless otherwise agreed to by the parties elsewhere in the Agreement and/or in any of the Agreement’s mutually agreed upon ancillary exhibit(s) or document(s), to the extent that AppleOne may be required to pay the Temporary Employee overtime under any federal, state or local law, AppleOne, as applicable, will bill Client i) based upon the Temporary Employee’s legally applicable hourly pay rate for overtime work plus the markup percentage for the Temporary Employee, or ii) an overtime bill rate, which will be calculated by applying a multiplier of 1.5 or 2.0 (for double time, where applicable) to the Temporary Employee’s hourly bill rate.

18. Additional agreed upon pricing for the services to Client under this Agreement may be set forth in one (1) or more exhibit(s) to this Agreement or as mutually agreed upon by the parties in writing. The parties agree that upon thirty (30) days’ written notice to Client, pricing under this Agreement may change if AppleOne’s expenses for statutory or other fixed costs increase, or if new or additional statutory or government-imposed taxes, fees or costs are incurred by AppleOne after the Effective Date. These taxes, fees or costs may include, but are not limited to those related to: Workers’ Compensation Insurance, State Unemployment Insurance, federal, state or local taxes , regulations or ordinances (including but not limited to Wage Determinations, Health & Welfare Benefits, SCLS/SCA, vacation pay, holiday pay, Paid Leave Laws or minimum wage laws), or an increase in the ACA surcharge. The parties agree that such written notice may be in the form of an electronic communication, including email.

OTHER TERMS

19. Despite anything to the contrary in the Agreement, Client shall defend, indemnify and hold harmless AppleOne Parties from and against any and all Losses to the extent caused by Client’s failure to inform AppleOne, in writing, that Client or any job orders or services hereunder, are subject to Federal Acquisition Regulation and/or DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 405

Conditions of Service 2021 Page 4 of 5 AppleOne Confidential and Proprietary Information Legal Template 12182020
Defense Federal Acquisition Regulation Supplement, Service Contract Labor Standards, formerly known as the McNamara-O’Hara Service Contract Act of 1965 (“SCLS/SCA”), Davis-Bacon Act of 1931, Federal Paid Sick Leave (EO 13706 ), or any other federal law where a security clearance or any kind of government -issued credential or designation is required.

20. To the maximum extent permitted by applicable law, neither Client nor AppleOne shall have any liability for any indirect, consequential, special or incidental damages, damages for loss of profits or revenues, whether in an action in contract or tort, even if such party has been advised of the possibility of such damages, unless such party has engaged in gross negligence or willful misconduct or the damages arise from a third party claim for which a party is entitled to indemnification in this Agreement.

21. This Agreement supersedes any and all other agreements, either oral or written, between the parties or anyone acting on behalf of a party hereto, with respect to the subject matter hereof. This Agreement contains all of the covenants, conditions, warranties, representations, inducements, promises or agreements (oral, written, on a website, or otherwise) (“Promises”) between the parties with respect to the subject matter hereof. Each party hereto acknowledges that no Promises have been made by any party , or anyone acting on behalf of any party, which are not embodied herein, and that no other Promises, which are not contained herein, shall be valid or binding. Any oral Promises or modifications concerning this Agreement shall be of no force or effect, except by a subsequent written amendment to this Agreement.

22. The confidential and/or proprietary information of the disclosing party will be held in strict confidence by the receiving party and will not be disclosed by the receiving party to any third party, or used by the receiving party for its own purposes, except to the extent that such disclosure or use is necessary in the performance by the receiving party of its obligations under this Agreement. The receiving party upon the request of the disclosing party will destroy or return all writings or documents that contain information subject to the protections of this section.

23. The laws of the State of California shall govern this Agreement, its interpretation and any disputes regarding the services. Any action concerning this Agreement or the services shall be instituted in the state or federal courts located in County of Los Angeles in the State of California, and AppleOne and Client agree to the exclusive personal jurisdiction of said courts and waive any rights to a change of venue. In the event that a party hereto commences any legal or equitable action or other proceeding, the prevailing party shall be entitled to recover reasonable attorneys’ fees in addition to any other relief.

24. This Agreement shall be in effect from the last date set forth below (“Effective Date”) and shall continue until terminated at any time by either party in writing. Absent a prior agreement between the parties, services provided by AppleOne to Client before the Effective Date shall be considered as having been provided subject to the provisions of this Agreement. The rights and obligations in this Agreement , which by their nature should survive, will remain in full force and effect following the termination of this Agreement.

25. In the event that any provision of this Agreement shall be unenforceable or inoperative as a matter of law, the remaining provisions shall remain in full force and effect.

26. As Client’s staffing supplier, AppleOne considers itself a critical vendor to Client, and AppleOne is committed to helping its clients through turbulent times. To ensure alignment on this issue, AppleOne requests and Client agrees that, in the unlikely event of a Client bankruptcy filing, that AppleOne will be a critical vendor of Client so that all services performed by AppleOne under this Agreement, or any other agreement between the parties, before and after any bankruptcy filing, are paid in accordance with the parties’ applicable contractual terms.

27. A waiver of a breach of any covenant, condition, or promise of this Agreement shall not be deemed a waiver of any succeeding breach of the same or any other covenant, condition, or promise of this Agreement. No waiver shall be deemed to have been given unless given in writing.

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 406

Conditions of Service 2021 Page 5 of 5 AppleOne Confidential and Proprietary Information Legal Template 12182020

28. The parties agree that this Agreement (and/or any of the Agreement’s mutually agreed upon ancillary exhibit(s) or document(s)) may be electronically signed and that any electronic signature appearing on this Agreement (and/or such exhibit(s) or document(s)) is the same as a handwritten signature for the purposes of validity, enforceability and admissibility. Further, the parties agree that this Agreement may be executed in counterparts, each of which together shall be deemed one and the same instrument. Moreover, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

For Client For AppleOne

Signature

Printed Name Printed Name

Title

Date Date

327 W Broadway

Glendale, CA 91204
Address Address

AppleOne is an equal opportunity and affirmative action employer. We proudly embrace diversity in all of its manifestations. We are firmly committed to anti-racism, and as leaders of fairness in work, do not tolerate or support racism or any discriminatory practices.

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C Sharrone Taylor
City of Richmond Human Resources
10/14/2022
450 Civic Center Plaza, Richmond, CA 94804
Interim Human Resources Director President
10/17/2022
Brett W. Howroyd, President
407
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 1 of 3

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

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

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

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

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

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

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

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.

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

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 408
___ 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

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability coverage.

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

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

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

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

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

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 409
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 3 of 3

Subcontractors

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

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

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

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

Reporting Requirements

DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 410

CITY OF RICHMOND
Sanctuary City
Compliance Statement

Vendor SCCO Compliance Statement (Augt2020)

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

Contractor understands the meaning of the following terms used in the SCCO:

a. "Data Broker” means either of the following:

ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.

b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."

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

Printed Name: Title:

Signed: Date:

Business Entity:

Exhibit G
DocuSign Envelope ID: E0D21EB4-0B7A-42F3-A3D5-79A7CA2CBF5C 10/17/2022
17 Brett W. Howroyd, President President
Torrance
22 October
AppleOne Employment Services
411

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

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

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

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

Human Resources
Sharrone Taylor
[email protected]
(510) 620-6803
10433
6108
Temporary Staffing Services on an as needed basis
✔
1 Howroyd-Wright Employment Agency, Inc. dba AppleOne Employment Servic 327 W. Broadway
Glendale, CA 91204
Diane Samia, Branch Manager
(707) 544-3769
[email protected]
4004 9725
December 31, 2024
✔
April 5, 2022
April 5, 2022
June 30, 2024
100,000.00
412
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.

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:________________________

Howroyd-Wright Employment Agency, Inc. dba
AppleOne Employment Servic
413
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."

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

6108
1 Howroyd-Wright Employment Agency, Inc. dba AppleOne Employment Servic
April 5, 2022
June 30, 2025
100,000.00
200,000.00

N/A
414

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

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

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

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

Human Resources
Sharrone Taylor
[email protected]
(510) 620-6803
10433
6108
Temporary Staffing Services on an as needed basis2
✔
2 AppleOne, Inc. dba AppleOne Employment Services
327 W. Broadway
Glendale, CA 91204
Diane Samia, Branch Manager
(707) 544-3769
[email protected]
4004 9725
December 31, 2025
✔
April 5, 2022
April 5, 2022
June 30, 2025
100,000.00
415
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.

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:________________________

AppleOne, Inc. dba AppleOne Employment
Services
416
Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)

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

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

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

6108
2 AppleOne, Inc. dba AppleOne Employment Services
60,000.00
260,000.00

N/A
417
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

6108
2 AppleOne, Inc. dba AppleOne Employment Services
4/16/2024
100,000.00
200,000.00
6/30/2025
✔
✔
✔
60,000.00
260,000.00
260,000.00
260,000.00
260,000.00
418
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 1 of 3

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

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

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

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

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

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

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

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
419
___ 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

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability coverage.

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

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

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

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

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

420
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 3 of 3

Subcontractors

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

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

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

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

Reporting Requirements

421
ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :

POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCECLAIMS-MADEAGGREGATE$DEDRETENTION$ PEROTH-STATUTEERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #

COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

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

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.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 onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
$$$$
The ACORD name and logo are registered marks of ACORD
5/1/2024
(310) 478-5041(310) 479-870723850AppleOne, Inc. dba AppleOne Employment Servicesfka: Howroyd Wright Employment Agency, Inc.P.O. Box 29048Glendale, CA 91209-904822667 A 2,000,000XPPK26799264/1/20244/1/2025100,000Contractual Liab.5,0002,000,0004,000,0004,000,0001,000,000A PPK26799264/1/20244/1/202510,000,000A PUB9091744/1/20244/1/202510,000,00010,000B XWLRC556506404/1/20244/1/20251,000,000N 1,000,0001,000,000ACrime (3rd Party)PPK26799264/1/2024Occurrence/Aggregate3,000,000AE&O/Prof. Liab.PPK26799264/1/20244/1/2025Each Claim/Aggregate3,000,000Job ID:00951948The City of Richmond, its officers, officials, employees, agents and volunteeers are additional insured under General Liability. Waiver of Subrogation is covered under Workers'Compensation with respect to the Certificate Holder. Primary and Non-Contributory clause coverage applies.

City of RichmondAttn: Human Resources450 Civic Center PlazaSuite 310Richmond, CA 94804 HOWRGEN-01DORTIZ
MG Skinner & Associates11030 Santa Monica Blvd., Suite 207Los Angeles, CA 90025Tokio Marine Specialty Insurance CompanyAce American Ins Co X4/1/2025

X XXXXX XXXX
422

Page 1 of 2 ends

Richmond City CouncilMarch 25, 2025

Richmond City Council
March 25, 2025