Richmond City Council
August 26, 2025

PLEASE NOTE: HYBRID MEETING FORMAT

- SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
- REGULAR MEETING OF THE RICHMOND CITY COUNCIL

Tuesday, August 26, 2025, 3:30 p.m.

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

Eduardo Martinez, Mayor at Large
Jamelia Brown, Councilmember District 1
Cesar Zepeda, Vice Mayor, District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Sue Wilson, Councilmember District 5
Claudia Jimenez, Councilmember District 6
Jaycine Scott, Housing Authority Tenant Commissioner
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Requests made by mail to City Clerk’s Office, City Council meeting, 450 Civic Center Plaza, Richmond, CA 94804 must be received at least two days before the meeting. Requests will be granted whenever possible and resolved in favor of accessibility.

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Pages
4 A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 3:30 p.m.

B. ROLL CALL
C. CLOSED SESSION
C.1 LIABILITY CLAIMS (Government Code Section 54956.9)
• Claimant: Lacquana Caston
• Claimant: Robbie Hurtado
• Claimant: Talitha Winn
• Terminal One Development, LLC
C.2 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) • Doe (Barajas) v. City of Richmond
C.3 CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Sharrone Taylor, Jack Hughes, Lisa Charbonneau
•
Employee organizations:

1. SEIU Local 1021 Full Time Unit and Part Time Unit
IFPTE Local 21 Mid-Level Management Unit and Executive
Management Units

2. 3. Richmond Police Officers Association RPOA

4. Richmond Police Management Association RPMA

5. IAFF Local 188

6. Richmond Fire Management Association RFMA
D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
E. ADJOURN TO CLOSED SESSION
________________________________________________________ 5 F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
4:55 p.m.

G. PLEDGE OF ALLEGIANCE
H. ROLL CALL
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. HOUSING AUTHORITY OPEN FORUM
L. HOUSING AUTHORITY CONSENT CALENDAR
L.1 Contract with Brightview Landscape Services, Inc. for Landscaping Services at Nystrom Village and Hacienda Excess Lot
16 ADOPT a resolution approving a contract with Brightview Landscape Services, Inc. in an amount not to exceed $230,000, with a term beginning August 27, 2025, and ending June 30, 2027, for landscaping services at Nystrom Village and Hacienda Excess Lot - Richmond Housing Authority (Antoinette Terrell 510-620-6784/Gregory Palomino 510-621-1361).

M. ADJOURNMENT
_______________________________________________________ 6 N. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
5:00 p.m.

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

CLOSED SESSION
S. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) T. OPEN FORUM FOR PUBLIC COMMENT
(public comment on items that remain on the Consent Calendar or items not on the agenda - limited to 2 minutes unless otherwise specified - Back and forth dialogue with the Council is prohibited)
U. CITY COUNCIL CONSENT CALENDAR
(All items placed under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted upon together with a motion and second, without discussion, of any member of the City Council, and each item shall be deemed to have received the action recommended.)
U.1 City Attorney's Office
U.1.a Approval of Maintenance and Security Agreement at Point Molate between East Bay Regional Park District and the City of Richmond 134
APPROVE entering into an Agreement for Short Term Maintenance and Security of Property at Point Molate with East Bay Regional Park District and allow for execution by the Mayor with any final technical changes made by the City Attorney - City Attorney's Office (Dave Aleshire 510-620-6509)
U.2 City Council
U.2.a Proclamation recognizing August 9, 2025, as International Day of the World's Indigenous Peoples
172
PROCLAMATION recognizing August 9, 2025, as International Day of the World's Indigenous Peoples, which celebrates the important contributions of Indigenous Peoples to society and the need to protect their rights and culture - Vice Mayor Cesar Zepeda (510-620- 6593).

U.2.b Proclamation recognizing August 26, 2025, as Women’s Equality Day 176 PROCLAMATION recognizing August 26, 2025, as Women’s
Equality Day, which celebrates the importance of the women’s suffrage movement and the work to secure and expand equal rights and underscores the importance of continued advocacy to achieve true gender equality - Vice Mayor Cesar Zepeda (510-620-6593). 7 U.3 Economic Development
U.3.a Contract Amendment No. 2 with Translogix, LLC, for an Approved Emissions Control Solution
180
ADOPT a resolution and APPROVE a second amendment to the Marine Terminal Operating Agreement between the Port of Richmond and Translogix LLC, to authorize the deployment and management of a California Air Resource Board-Approved Emission Control System (CAECS) at the Point Potrero Marine Terminal for a three-year initial term commencing upon deployment, including a cost-sharing commitment of $250,000 by the Port, and AUTHORIZE the city manager or their designee to execute all related documents to effectuate this amendment - Economic Development Department (Charles Gerard 510-829-2253).

U.3.b Update Report on Healthy Options at Point of Sale (HOPS) from Youth Advocates.
214
RECEIVE a written report update from Youth Advocates on Healthy Options at Point-of-Sale - Economic Development Department (Yahna Williamson 510-620-6574/Samantha Carr 510-620-
5407/Nannette Beacham 510-620-1306).

U.3.c Approval for International Travel for Port Director to Québec Canada for the 114th American Association of Port Authorities Annual Convention
228
APPROVE the request for international travel for the Richmond Port Director, Charles Gerard, to Québec City, Québec, Canada for the 114th American Association of Port Authorities Annual Convention & Exposition with dates of October 6-8, 2025 – Economic Development Department (Charles Gerard/510-620-6792).

U.3.d Port Contract with Greentech Industry Inc. for Selective Interior Demolition at the Cafeteria Building at the Point Potrero Marine Terminal
247
APPROVE a contract with Greentech Industry Inc. in the amount of $113,000 for selective demolition of interior walls, ceiling tiles, and related items to prepare for an architectural assessment and preserve historic integrity at Point Potrero Marine Terminal Building 23: Cafeteria Building, with a term beginning August 26, 2025, and ending June 30, 2026 – Economic Development Department
(Charles Gerard 510-620-6792).

U.4 Fire Department
U.4.a Adoption of the 2024 Contra Costa County Hazard Mitigation Plan – City of Richmond Annex
445
ADOPT a resolution adopting the Contra Costa County 2024 Hazard Mitigation Plan - City of Richmond Annex – Fire Department (Richard Diaz 510-307-8161).
8 U.4.b Contract with Definitive Networks, Inc. 572
APPROVE and RATIFY a sole-source contract with Definitive Networks, Inc. in an amount not to exceed $89,400, for a term effective July 1, 2024, through June 30, 2025 – Fire Department (Chief Aaron Osorio 510-307-8021/Chief Rico Rincon 510-307- 8041/Den Mark Marcelo 510-307-8038).

U.4.c Contract With Medical Priority Consultants, Inc. dba Priority Dispatch for Software Maintenance
609
APPROVE and RATIFY the service contract by Medical Priority Consultants, Inc. dba Priority Dispatch dated April 1, 2023, for the maintenance of the ProQA and AQUA software used for 911 medical emergency dispatching and quality assurance, for a total amount not to exceed $27,000, for a three-year term ending March 31, 2026, with a two-year extension option not to exceed an additional $24,000 for the extended term – Fire Department (Chief Aaron Osorio 510-307- 8021/Chief Rico Rincon/Michael Schlemmer 510-307-8046/Den Mark Marcelo 510-307-8038).

U.4.d Contract Amendment No. 2 with Bay Marine Boatworks dba Svendsen’s Bay Marine for Repair and Maintenance Services 636
APPROVE the first amendment to the contract with Bay Marine Boatworks dba Svendsen’s Bay Marine to increase the limit by $300,000, for a total contract amount not to exceed $600,000, to continue the repair and maintenance of Richmond Fire Boat “Victory” – Fire Department (Chief Aaron Osorio 510-307-8021/Rico Rincon 510-307-8041/Den Mark Marcelo 510-307-8038).

U.5 Human Resources
U.5.a Amend the Salary Schedule 675
ADOPT a resolution amending the salary schedule to add the salary range for the Tree Trimmer classification – Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620-6602) U.5.b Resolution Amending Staffing (Position Control) 679 ADOPT a resolution amending staffing (position control) to reallocate existing positions to one (1) Administrative Services Coordinator, two (2) Vocational Construction Building Instructors and amending the title of two (2) placeholder positions to Tree Trimmer – Human Resources Department (Nickie Mastay/Sharrone Taylor 510-620- 6602).
9 U.6 Library and Community Services
U.6.a Accept and Appropriate $1,223,783 in Workforce Innovation and Opportunity Act (WIOA) Formula Funds for Program Year 2025–2026 685
ACCEPT and APPROPRIATE $1,223,783 in Workforce Innovation and Opportunity Act (WIOA) Formula Funds for Program Year 2025–2026 to support workforce development activities, including job training, career services, youth employment initiatives, and business engagement – Community Services Department (Tamara Walker 510-307-8006/LaShonda White 510-620-6828).

U.6.b Rosie the Riveter Trust Contract for Grant-Funded Youth Outdoor Programming
690
APPROVE a contract with Rosie the Riveter Trust to provide a consultant to lead youth development leadership programs for the grant-funded Youth Outdoors Richmond Program in a not to exceed amount of $45,000 for a term beginning August 1, 2025, to August 1, 2027 - Community Services Department (LaShonda White 510-620- 6828/Ranjana Maharaj 510-620-6972/Tetteh Kisseh 510-620-6919).

U.6.c Contract with Contra Costa College to Provide Electrification Career Training and Support Services
730
APPROVE a sole-source contract with Contra Costa Community College to provide high-quality electrification career training and support services for a total not to exceed $150,000, with a term beginning August 27, 2025, and ending May 31, 2027 – Community Services Department (Tamara Walker 510-307-8006/LaShonda White 510-620-6828).

U.6.d Fiscal Year 2025-2026 North Richmond Mitigation Fee Expenditure Plan
760
APPROVE the Fiscal Year 2025-2026 North Richmond Waste and Recovery Mitigation Fee Expenditure Plan, identifying the activities authorized to be funded with Mitigation Fee revenue and respective funding allocations for the period of July 1, 2025, to June 30, 2026, as recommended by the North Richmond Waste and Recovery Mitigation Fee Joint Expenditure Planning Committee – Community Services Department (LaShonda White 510-620-6828).

U.6.e Memorandum of Understanding (MOU) with Pogo Park 786 RECEIVE an update on the Harbour 8 Expansion Project, APPROVE a Memorandum of Understanding (MOU) between the City of Richmond and Pogo Park, and AUTHORIZE the City Manager or their designee to make any changes necessary to operationalize the MOU – Community Services/Public Works (LaShonda White 510- 620-6828/Daniel Chavarria 510-620-5478).
10 U.7 Mayor's Office
U.7.a Authorization for International Travel to Shimada, Japan in October 2025
807
AUTHORIZE a delegation of Mayor Martinez, Vice-Mayor Zepeda and Councilmember Brown and a City staff member to travel to Shimada, Japan in October 2025 to strengthen the Sister City relationship, explore economic opportunities and participate in a cultural exchange-Mayor Eduardo Martinez (510-620-6503).

U.7.b Proclamation Commemorating Labor Day, September 1, 2025, in the City of Richmond, CA
814
PROCLAMATION Commemorating Labor Day, September 1, 2025, in the City of Richmond - Mayor Eduardo Martinez (510-620-6503) U.7.c Appointment of Melvin Willis to the Rent Board 817 APPOINT Melvin Willis to the Richmond Rent Board with a term that expires on March 21, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

U.7.d Appointment of Kavitha Lyengar to the Human Rights and Human Relations Commission
821
APPOINT Kavitha Lyengar to the Human Rights and Human
Relations Commission with a term that expires on March 30, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

U.7.e Reappointment of Anita Pereira to the Urban Forest Advisory Committee
824
REAPPOINT Anita Pereira to the Urban Forest Advisory Committee with a term that expires on November 17, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

U.7.f Reappointment of Geovanni Flores to the Workforce Development Board
827
REAPPOINT Geovanni Flores to the Workforce Development Board with a term that expires on March 1, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

U.7.g Reappointment of Valerie Snider to the Richmond Shimada Friendship Commission
830
REAPPOINT Valerie Snider to the Richmond Shimada Friendship Commission with a term that expires on December 31, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

U.7.h Reappointment of Jonathan (Jon) Harrison to the Planning Commission
833
REAPPOINT Jonathan (Jon) Harrison to the Planning Commission with a term that expires on June 30, 2026 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).
11 U.7.i Appointment of Garrett Shishido Strain to the Community Crisis Response Program Advisory Board
835
APPOINT Garrett Shishido Strain to the Community Crisis Response Program Advisory Board with a term that expires on December 31, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

U.7.j Reappointment of Joann Pavlinec to the Historic Preservation Commission
837
REAPPOINT Joann Pavlinec to the Historic Preservation
Commission with a term that expires on July 31, 2029 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

U.8 Police Department
U.8.a Approve the Purchase of Additional 40-millimeter Impact Munition Devices from Arms Unlimited
839
APPROVE the purchase of additional 40-millimeter impact munition devices from Arms Unlimited in an amount not to exceed $13,818.27, which includes sales tax and a five percent contingency for shipping – Police Department (Chief Bisa French 510-621-1802).

U.8.b Approve the Purchase of Replacement Upper Receivers for SWAT Rifles from LC Action Policy Supply
845
APPROVE the purchase of Daniel Defense replacement upper receivers and flash hiders from LC Action Police Supply for existing SWAT rifles in the amount of $18,010.58 – Police Department (Chief Bisa French 510-621-1802).

U.9 Public Works
U.9.a Abatement Report from the Public Works Director 852 RECEIVE a written abatement report from the Public Works Director - Public Works Department (Daniel Chavarria 510-620-5478).

U.9.b Task Authorization for Construction of Cutting Blvd. and Harbour Way South Wet Weather Improvement Project
899
ADOPT a resolution authorizing the issuance of a Task Authorization to Veolia Water West Operating Services, Inc. for the Cutting Blvd – Harbour Way South Wet Weather Sanitary Sewer Improvement Project, in an amount not to exceed $4,715,645, to comply with the City’s obligations under the 2018 Baykeeper Settlement Agreement - Public Works Department (Robert Armijo 510-620-5477/Hillal Hamdan 510-621-1612).
12 U.9.c Resolution Approving the Operating Agreement with West County Wastewater for Joint Biosolids Treatment and Cost Allocation 968
ADOPT a resolution approving the Operating Agreement between West County Wastewater (WCW) and the City of Richmond for the treatment of biosolids generated at the Richmond Wastewater Treatment Plant and for the allocation of associated capital, operations, and disposal costs - Public Works Department (Mary Phelps 510-621-1269/Robert Armijo 510-620-5477).

U.9.d Accept the Dirt World Bike Park Renovation Project as Complete 1103 ADOPT a resolution to accept the Dirt World Bike Park Renovation Project as complete; AUTHORIZE the city clerk to file a Notice of Completion for the Project with the County Recorder; and ACCEPT and APPROPRIATE grant funds in the amount of $31,671 to the Boorman Park Revitalization Project – Public Works Department (Wendy Wellbrock 510-307-8108/Robert Armijo 510-620-5477).

U.9.e Lease Amendment Hilltop Landscape District Office Trailer and Yard 1111 APPROVE an eighth amendment to the month-to-month lease agreement with North Richmond Properties, Inc., for the rental of two office trailers and storage space for containers and landscaping equipment used by the Parks and Landscaping Maintenance Division, the amendment proposes to increase the monthly rent by $151.65 from $2,810.54 to $2,962.19 starting September 1, 2025 – Public Works Department (Jason Lacey 510-620-6920).

U.9.f Contract with Civica Law Group for Legal Services Supporting Public Works Enforcement and Ordinance Development
1137
ADOPT a resolution authorizing the city manager, or their designee, to execute a three-year on-call legal services agreement with Civica Law Group, APC in an amount not to exceed $100,000 for legal services; The agreement may include two optional one-year extensions, each in an amount not to exceed $50,000, to be exercised at the discretion of the city manager and subject to future budget approval – Public Works Department (Darcie DeLashmutt 510-672-3944/Robert Armijo 510-620-5477)
U.9.g Contract with Freyer & Laureta for the Parchester Village–Giant Highway Infrastructure Master Plan
1165
ADOPT a resolution awarding a contract to Freyer & Laureta, Inc. in an amount not to exceed $399,500 to develop the Parchester Village–Giant Highway Infrastructure Master Plan; and AUTHORIZE the director of public works, or their designee, to approve contract amendments in an amount not to exceed $100,500, for a total potential contract value of $500,000 – Public Works Department (Janney Lockman 510-307-8097/Robert Armijo 510-620-5477). 13 U.9.h Adopt a Resolution Approving a Construction Agreement with A.

Teichert & Son Inc. for the 2025 Paving Project – Rubberized Cape Seal
1222
ADOPT a resolution approving a construction agreement with A.

Teichert & Son Inc. for the 2025 Paving Project – Rubberized Cape Seal in an amount not to exceed $4,621,791; and AUTHORIZE the director of public works to approve change orders, if necessary, for a contingency amount up to $462,179.10, for a total construction phase cost not to exceed $5,083,970.10 – Public Works Department (Dan Santos 510-620-6645/Robert Armijo 510-620-5477).

U.9.i A resolution to accept and appropriate the Housing Incentive Pool grant for the Bayview to BART and McBryde Avenue Safe Routes to Parks Projects.
1451
ADOPT a resolution to ACCEPT and APPROPRIATE Housing
Incentive Pool (HIP) grant funding in the amount of $450,000 for the Bayview to BART Project and $922,000 for the McBryde Safe Routes to Parks Project – Public Works Department (Janney Lockman 510- 307-8097/Robert Armijo 510-620-5477).

U.9.j Resolution Authorizing Continued Participation in the StreetLight Data Program for Fiscal Year 2025–26
1469
ADOPT a resolution to APPROPRIATE funds in the amount of $35,472 in the Measure J Fund 2002; and AUTHORIZE the city manager or her designee to execute Amendment No. 5 to
Memorandum of Understanding No. 80.09.02 with the Contra Costa Transportation Authority for continued participation in the regional StreetLight Data subscription program for Fiscal Year 2025–26 – Public Works Department (Robert Armijo 510-620-5477/Hillal Hamdan 510-621-1612).

U.9.k Piggyback Contract with Precision Emprise LLC dba Precision Concrete Cutting for On-Call Concrete Repair Services
1495
ADOPT a resolution awarding a three-year contract to Precision Emprise LLC, dba Precision Concrete Cutting, for on-call concrete repair services in an amount not to exceed $2,000,000 through August 28, 2028. The city manager may approve up to two optional one-year extensions at a not-to-exceed amount of $200,000 per year, subject to budget availability - Public Works Department (Robert Armijo 510-620-5477/Dan Santos 510-620-6645).
14 V. STUDY AND ACTION SESSION
V.1 Presentation to Ban Land Grabs in Richmond - Protect Housing, Communities, and the Future
1524
RECEIVE a presentation to Ban Land Grabs in Richmond: Protect Housing, Communities, and the Future from the Sustainable Economies Law Center - Councilmember Soheila Bana (510-672-5242) and Mayor Eduardo Martinez (510-620-6503).

V.2 Establishing a Sister City Program Between Richmond and the City of Sebastia, Palestine
1538
ADOPT a resolution establishing a Sister City relationship between the City of Richmond, California, and Sebastia, Palestine —Mayor Eduardo Martinez (510- 620-6502), Councilmember Claudia Jimenez (510-620-6565), and Councilmember Soheila Bana (510-620-6743).

W. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember) X. ADJOURNMENT
________________________
15

August 26, 2025
Economic Development
Richmond Housing Authority (RHA)
DATE: August 26, 2025
TO: Chair Martinez and Members of the Board of
Commissioners of the Richmond Housing Authority
(RHA)
FROM: Nannette Beacham, Director of Economic Development Antoinette Terrell, RHA Executive Director
Gregory Palomino, Administrative Assistant
Subject: Contract with Brightview Landscape Services, Inc. for Landscaping Services at Nystrom Village and Hacienda
Excess Lot
FINANCIAL IMPACT: The proposed two-year expenditure for landscaping services with Brightview Landscape Services, Inc. for
Nystrom Village and the Hacienda Excess Lot is
$230,000 [Fiscal Year 2025-26 - $115,000 (Account
String: 44545191 – 400537) and Fiscal Year 2026-27
$115,000 (Account String: 44545191 – 400537)].

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

The Richmond Housing Authority (RHA) requires
comprehensive landscaping services to maintain
Nystrom Village, including its common areas, both
occupied and vacant unit backyards, and the Hacienda
Excess Lot, and ensuring a safe, aesthetically pleasing, and well-maintained environment for its residents.

RECOMMENDED ACTION: ADOPT a resolution approving a contract with Brightview Landscape Services, Inc. in an amount not to exceed
$230,000, with a term beginning August 27, 2025, and
ending June 30, 2027, for landscaping services at
Nystrom Village and Hacienda Excess Lot - Richmond
Housing Authority (Antoinette Terrell 510-620-
6784/Gregory Palomino 510-621-1361).

AGENDA
REPORT
16

August 26, 2025
DISCUSSION:

Richmond Housing Authority (RHA) previously entered into a landscaping services contract with Pacific Site Management, which has expired. To ensure continuity of essential services and to secure the most competitive pricing, a new Request for Proposals (RFP) for landscaping services was released on April 24, 2025 (Attachment 1). A total of 19 prospective bidders downloaded the RFP and 6 bids in response to the RFP (Attachment 2). One bidder, BWD Gardens, was disqualified by RHA staff for not submitting a complete bid packet.

The bids were evaluated by a committee consisting of one RHA staff member, one Parks Department member, and one Community Development Department member.

The evaluation criteria for the proposals were as follows:
 Quality of Proposal: 5 points
 Approach and Understanding: 25 points
 Experience: 25 points
 References: 5 points
 Proposed Cost: 40 points
The scoring for the five remaining bidders is as follows (Attachment 3):

Bidder Scorer 1 Scorer 2 Scorer 3 Total
Score
Average
Score
Brightview Landscape 90 60 90 240 80
Pacific Site
Management
91 65 55 211 70.3
Forester & Kroger 84 75 59 218 72.6
Cypress Landscape 80 85 70 235 78.3
Nieto Landscaping 63 56 31 150 50
Brightview Landscape Services, Inc. received the highest average score of 80 points.

Their proposal highlighted their extensive industry experience, and quality control measures, including regular site assessments (Attachment 4).

The scope of services, as outlined in the RFP, includes comprehensive landscaping maintenance which encompasses Nystrom Village common areas, individual unit backyards, and the Hacienda Excess Lot. RHA currently has 35 vacant units at Nystrom Village that require ongoing maintenance, and this number may fluctuate, which will directly impact the variable portion of the contract cost.

The proposed annual fixed rates and fees from Brightview Landscape Services for the core areas are as follows:
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August 26, 2025
Service Annual Pricing
Nystrom Village Common Areas $95,124.00
Hacienda Excess Lot $5,880.00
The total fixed cost for the two-year contract for these core services is $202,008.00 [($95,124.00 + $5,880.00) * 2 years].

Additional services for occupied and vacant backyard landscaping are offered on an asneeded basis at the following rates:

Service Rate Per Instance
Occupied Backyard Landscaping $27.00
Vacant Backyard Landscaping $20.00
To estimate the total cost including variable services, City staff assume a monthly service frequency for the current 35 vacant units and an estimate for occupied units requiring service:

Variable Service
Type
Estimated
Frequency
Estimated
Units
Monthly
Cost
Annual
Cost
Two-Year
Cost
Vacant Units Monthly 35 $700.00 $8,400.00 $16,800.00
Occupied Units Monthly 10 $270.00 $3,240.00 $6,480.00
Total Estimated
Variable Cost $970.00 $11,640.00 $23,280.00
Therefore, the total estimated two-year contract cost, including both fixed and estimated variable services, is approximately $230,000.00 (rounded from $225,288.00) (Attachment 5). This contract will be for an amount not to exceed $230,000 and is set to begin on August 27, 2025, and terminate on June 30, 2027.

Consequently, City staff is requesting the Board of Commissioners adopt a resolution approving a contract with Brightview Landscape Services, Inc. for landscaping services at Nystrom Village and Hacienda Excess Lot (Attachment 6).

DOCUMENTS ATTACHED:

Attachment 1: Landscaping Services for RHA RFP
Attachment 2: BidSummary128360
Attachment 3: Scoring Matrix_Landscape2025
Attachment 4: BrightviewLandscape_Bid
Attachment 5: FY2025-26 Brightview_Contract
Attachment 6: RHA_Resolution_2025LandscapingServices
18

Request for Proposals (RFP)
Landscaping
Services for
Richmond Housing
Authority
RFP Release Date:

April 2, 2025
Qualifications Due by:
4:30 PM on April 24, 2025
Submit Qualifications through:

City of Richmond Bids Online
RFP Contact:

Gregory Palomino
Admin. Assistant
[email protected]
19

Table of Contents
I. Introduction …………………………………………………………………………….………3
II. Scope of Services…………………………………………………………….……. ….…….4-5 III. Timeline ………………………………………………………………………….….…………5-6
IV. Contract Terms and Conditions …………………………………………….….…………6 V. Proposal Submittal Guidelines.………………………….…………….………...…………7 VI. Required Submission Package …………………………….…………………….……….8 VII. Evaluation and Selection Criteria ………………………….…………………….………9-10 VIII. Special Conditions ……………….………………………………………………….…….10-12 Attachments
Attachment A: Standard Contract (Sample)
Attachment B: Insurance Requirements – Type 1: Consultants and Contractors Attachment C: Richmond Sanctuary City Contracting Ordinance Attachment D: Sanctuary City Compliance Statement
Attachment E: HUD Forms 5369-B
Attachment F: HUD Forms 5369-C
Attachment G: Resolution 86-21
Attachment H: Disclosure Statement for Limited Liability Companies 20

Section I: Introduction
Purpose
The Richmond Housing Authority (RHA) is to solicit qualified firms to perform landscaping services for the RHA at the Nystrom Village Property.

The City of Richmond
The City of Richmond was incorporated in 1905 after the Santa Fe Railroad established its western terminus at Point Richmond in 1899, with ferry service to San Francisco. The City grew significantly at the onset of World War II with the opening of the Kaiser Richmond Shipyards at Richmond’s South Shoreline in 1941 (its population quadrupled from 23,600 in 1940 to over 93,700 in 1943), as tens of thousands of new residents immigrated to the City to work in the shipyards, many of whom were Black. During the decades that followed, major developments such as Marina Bay, the Hilltop Shopping Center, the Knox Freeway, and Richmond Parkway shaped the economy and geography of Richmond. Residential development continued, and thousands of Asian and Pacific Islander and Latino persons immigrated to the community.

Today, Richmond is a diverse and growing maritime, industrial, and residential community, with a population of over 110,000. The City is located on a peninsula 16 miles northeast of San Francisco, directly across the San Francisco Bay, and has a total area of 56 square miles, of which 33.7 are land area and 22.3 are water area.

Richmond Housing Authority
The RHA is a municipal corporation that is federally funded and regulated primarily under the U.S. Housing Act of 1937 as amended (42 USC 1437 et seq.). Created as a state agency in 1941 under the State Housing Authorities Law (Health & Safety Code Section 34200 et seq.), the RHA is bound by federal, state, and local laws.

The RHA serves the Richmond community by providing affordable housing and support services to low-income families, individuals, and seniors. The RHA is committed to improving the quality of life for its residents and fostering strong, vibrant communities.

RFP Overview
This RFP describes the scope of work, contract terms, proposal submission requirements, and evaluation criteria for landscaping services contract. The contract term will begin July, 1 2025 and end June 30, 2027, with the option to extend for one additional year upon mutual agreement of both parties.
21

Section II: Scope of Services
The main property site, owned and managed by RHA, is known as Nystrom Village. It comprises 51 wood-frame duplexes built in 1941, totaling 100 residential units. Spread over four (4) blocks and nine (9) acres, the site is located between Florida Avenue and Virginia Avenue (north to south), and South 13th Street and South 16th Street (east to west) in Richmond, CA 94804. The property has a mix of 1-, 2-, and 3-bedroom units.

The secondary site, owned and managed by RHA, is known as the Hacienda Excess Lot. It is located at the corner of Roosevelt Ave and 13th street sharing the same block as the Hacienda Heights Senior Apartments. This excess lot is approximately 1.8 acres The selected landscaping company will be responsible for ensuring the grounds remain pleasing to the eye, safe, and well maintained.

Nystrom Village Scope of Services

1. General Landscaping Maintenance
 Mowing, edging, and trimming of all lawns on a weekly basis during the growing season. During the dormant season the focus will shift leaf removal, debris cleanup, general landscape upkeep, and trash abatement.
 Maintenance of the road verge, or the area between the sidewalk and the street.  Cutting down the backyards of the vacant units on a monthly basis.  RHA is considering including the cutting down of occupied units’ backyards in the scope of services as well.
 Removal of lawn clippings, leaves, and other debris from walkways, driveways, and common areas.
 Fertilization of turf areas according to a seasonal schedule to promote healthy grass growth.
 Aeration and over-seeding of lawns as needed to maintain density and appearance.

2. Tree and Shrub Care
 Pruning and trimming of trees, up to the vendor specified height, and shrubs to maintain shape, health, and safety.
 Removal of dead, diseased, or hazardous branches.
 Fertilization and disease prevention treatments as necessary.  Monitoring and treatment of insect infestations or diseases affecting trees and shrubs.

3. Flower Bed and Plant Maintenance
 Creation of flower and drought resistant plant beds in various areas at the start of the contract.
 Planting and maintaining seasonal flowers in created flower beds.  Regular weeding and mulching to maintain flower and plant beds. 22

 Watering and fertilizing plants as needed to ensure vibrant growth.

4. Pest and Weed Control
 Weed and pest management must comply with city code RMC 9.48.010, which largely bans herbicides. Alternative eco-friendly methods such as manual removal, mulching, and organic treatments should be utilized.

5. Hardscape and Common Area Maintenance
 Cleaning and maintenance of community sidewalks, driveways, parking lots and patios.
 Removal of litter and debris from all common areas.

6. Seasonal Services
 Spring clean-up, including removal of winter debris and preparation of planting beds.  Fall clean-up, including leaf removal and preparation of plants for winter.

7. Reporting and Communication
 Quarterly reports on landscaping activities performed and upcoming maintenance tasks.
 Designation of a primary contact for communication between the community management and the landscaping company.

8. Additional Services
 Recommendations for landscaping enhancements or improvements.

Hacienda Heights Excess Lot Scope of Services

1. General Landscaping Maintenance
 Requires vegetation control on a monthly basis as well as debris and trash removal.

Section III: Timeline
The tentative time schedule for this contract is as follows:

1. Proposal deadline …………………………………...…………… Thursday, April 24, 2025

2. Proposal evaluations begins……………………………..………. Friday, April 25, 2025

3. Firm selection …………………………………………………....…Tuesday, May 6, 2025

4. Contract joint approval by RHA and City Council ……….…..…. Tuesday, June 17, 2025 23

Once a vendor contract is approved by RHA and City Council, RHA will immediately begin the contract and vendor approval process. In general, this process takes approximately two weeks if there are no issues. Delays are most commonly caused by issues related to vendor insurances.

Section IV: Contract Terms and Conditions
Contract Term
The anticipated term of this contract will begin on July 1, 2025 and end June 30, 2027, with the option to extend for one additional year upon mutual agreement of both parties.

Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived. Prior to the start of work, the successful Contractor shall obtain all other required permits from the City of Richmond, for which the fees will not be waived. The successful Contractor shall also obtain any other permits required from other agencies for the completion of the project, for which the fees will not be waived.

General Conditions of the Contract
Contractor and all subcontractors shall comply with Instructions to Offerors non-Construction (HUD Form 5369-B, Attachment E), Certifications and Representations of Offerors NonConstruction Contract (HUD Form 5369-C, Attachment F) and Table 5.1 of HUD Handbook No. 7460.8 REV 2 which are incorporated into the Contract Documents by this reference.

Sanctuary City Contracting Ordinance (SCCO)
The Richmond Sanctuary City Contracting Ordinance No. 12-18 (Attachment C) 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”). Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal (Attachment D).

Insurance Requirements
Contractor shall maintain in full force and effect during the entire contract term the Insurance Requirements as described in “City of Richmond - Insurance Requirements -” Type 1 – Consultants and Contractors (Attachment B).
24

Section V: Proposal Submission Guidelines
Electronic Proposals shall be submitted via the City’s secure online bidding system. All required sections of the proposal must be submitted via the website. Contractor is solely responsible for “on time” submission of their electronic proposal. The Bid Management System will not accept late proposals, and no exceptions shall be made. Contractors will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.

Interested parties may download copies of the above-mentioned proposal by visiting the City's web site, www.ci.richmond.ca.us/bids. To download RFP, new vendors will be required to register. Once the vendor downloads any documents relative to a solicitation, that vendor's name will appear on the Prospective Bidders list for that project and will receive any addenda or notifications relating to the RFP.

All proposals must be submitted by 4:30 PM on Thursday, April 24, 2025 Proposals should be well-organized and address all aspects of the RFP. Include information on your company profile and experience, relevant project examples, your proposed staffing plan, pricing structure, and references.

All questions and requests for clarification regarding the RFP must be submitted in writing by 10:00AM PST, on April 18, 2025, via the BidsOnline system under the Q&A tab. Staff will provide responses in writing to all questions and post them on the RFP website for reference by all interested vendors.

The COR and the RHA reserves the right to conduct interviews with shortlisted vendors.

Proposals become the property of the COR and the RHA and may be subject to public disclosure after the selection process is complete.

Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFP. Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.
25

Section VI: Required Submission Package
The submission package must also include the following:

1. Cover sheet referencing this RFP with the name of the firm, contact information, number of employees, and location of office(s).

2. Firm’s Experience: Demonstrate your firm’s experience in jobs similar in scope and complexity as described in this solicitation. Provide your firm’s capability and methodology of rendering the services outlined and summary of experience.

3. References: Provide references of customers, clients, or owners for whom you have delivered similar services. Please include statements or letters of recommendation from customers/clients describing job performance and service. Provide the point of contact, telephone number, email, title, and relation to you. RHA intends to contact these references to determine reliability, job performance, service, and other information.

4. Proposed Rates and Fees: A fee schedule or fixed price for the project for the required services in the Scope of Work Section except for the vacant unit backyards. Include additional charges for services and reimbursable expenses.

Please include separately the cost per vacant backyard and per occupied unit backyard.

5. Completed Attachments: Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal (Attachment D), Certification and Representation of Offerors (HUD Form 5369-C, Attachment F), and Disclosure Statement for Limited Liability Companies (Attachment H) 26

Section VII: Evaluation and Selection Criteria
The selection committee will evaluate, and rate proposals based on the following criteria:

All proposals will be reviewed to determine conformance with the RFP requirements. Failure to meet the requirements may be cause for rejection of the proposal. Any proposal which is incomplete, conditional, or contains irregularities will be rejected.

COR or RHA Reserves the right to:
● Select any proposal as a basis for written or oral communication with any or all of the companies or individuals when such action is considered to be in the best interest of the City of Richmond.
● Exercise discretion and apply its judgment with respect to selection of any proposals submitted.
● Reject all proposals.

Depending on the content as determined by the selection committee, COR and RHA may conduct interviews of the top-ranking firms before final selections are made.

The total points for both the interview and the written proposal combined shall be used to determine the top candidate(s). The selection committee may then consider references and Evaluation Criteria Maximum Points
Quality of the Proposal
o Overall quality and professional appearance of the
proposal submitted, based upon the opinion of the
evaluators.

5 Approach & Understanding
o Quality of the proposed plan for completing the
landscaping services.
o Understanding of RHA’s requirements.
25 Experience
o Demonstrated successful past performance experience for multi-building residential properties, including similar scope and complexity
25 References
o Positive references from previous clients and experience with Public Housing Agencies
5 Proposed Costs
o Overall cost competitiveness
o Transparency of any additional charges or reimbursable expenses.
40 Total Potential Points 100
27

responsibility before selecting the finalist. The selection committee shall select the Proposer that is evaluated to be most competitive, and whose response is deemed to be in the best interest of this requirement.

COR or RHA may negotiate elements of the contract as required to best meet the needs of COR or RHA, with the apparent successful Proposer. If, during contract negotiations and/or during the terms of the agreement, the Successful Proposer finds that the requirements can be met in a more advantageous way, the successful Proposer shall notify RHA in writing of such finding. RHA may include such changes in the Contract.

If COR or RHA determines, in the course of negotiations, that a satisfactory contract cannot be executed in a timely fashion, COR or RHA may reject the successful Proposer and either terminate the procurement process or initiate negotiations with other Proposers in the order of their relative ranking.

Section VIII: Special Conditions
Reservations
This RFP does not commit the City of Richmond or the Richmond Housing Authority to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. RHA may reject a proposal without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against RHA.

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

Right to Cancel
COR or RHA reserves the right to cancel or revise, for any or no reason, in part or in its entirety, this RFP. If COR or RHA cancels the RFP prior to the deadline for proposals or revises the RFP, notification will be placed on the City of Richmond’s BidsOnline System www.ci.richmond.ca.us/bids.

Limited Liability Company Disclosure Statement (LLCS)
Resolution No. 86-21 (Attachment G), approved by City Council on July 6, 2021, requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations 28

(LLC). Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Proposal (Attachment H).

Additional Information
COR or RHA reserves the right to request additional information and/or clarification from any or all proposers to this RFP but is under no obligation to do so.

HUD Section 3 Clause

1. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

2. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations.

3. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin

4. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.

5. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the 29

contractor's obligations under 24 CFR Part 135.

6. Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.
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80 Landscaping Services Scoring Matrix for Richmond Housing Authority One bidder, BWD Gardens, was disqualified by RHA staff for not submitting a complete bid packet.

Table that was used to evaluate the bids is below:

Quality of the Proposal
• Overall quality and professional appearance of the proposal submitted, based upon the opinion of the evaluators.
5 Approach and Understanding
• Quality of the proposed plan for completing the landscaping services. • Understanding of RHA’s requirements.
25 Experience
• Demonstrated successful past performance experience for multi-building residential properties, including similar scope and complexity
25 References
• Positive references from previous clients and experience with Public Housing Agencies 5 Proposed Costs
• Overall cost competitiveness
• Transparency of any additional charges or reimbursable expenses. 40 Total 100
Scorer 1 Scorer 2 Scorer 3 Total
Score
Average
Score
Brightview
Landscape
90 60 90 240 80
Pacific Site
Management
91 65 55 211 70.3
Forester &
Kroger
84 75 59 218 72.6
Cypress
Landscape
80 85 70 235 78.3
Nieto
Landscaping
63 56 31 150 50
81 LANDSCAPE MAINTENANCE OF STREETSCAPES AND RIGHT OF WAY AREAS Richmond Housing Authority
450 Civic Center Plaza
2nd Floor
Richmond, CA 94804
Landscaping Services for
Richmond Housing Authority
82 BrightView Landscape Services 2
April 24, 2025
Richmond Housing Authority
Gregory Palomino, Admin. Assistant
450 Civic Center Plaza, 2nd Floor
Richmond, CA 94804
RE: Landscaping Services for Richmond Housing Authority Dear Mr. Palomino,
BrightView is pleased to submit a proposal for the Landscaping Services for the Richmond Housing Authority.

BrightView is committed to managing your landscape in a safe, proactive, and cost-effective manner that reinforces our commitment to the City of Richmond and its residents. The enclosed proposal was developed in response to your Request for Proposal and will demonstrate how our experienced and skilled team will achieve your landscape goals and keep the Richmond Housing Authority’s sites always looking their best. • Safe Work Environment - The safety and wellbeing of the general public, visitors, district employees, and our employees is of paramount importance to our operation. • Accountable for High Quality Work – Your dedicated Account Manager completes an area specific checklist and quality evaluation form on a regular basis and reviews it with our crew members prior to the service day to assure we complete the scope of work and exceed your expectations. We use our proprietary Quality Site Assessment (QSA) tool to provide real-time insights and ensure proactive landscape management.
• Consistently Employ Best-Practices – We will create area specific maintenance schedules that comply with the Request for Proposal document and specifications for the RHA to ensure that every task gets completed on schedule and no details are overlooked.

As an experienced partner delivering both local expertise and national resources, we understand how a wellmaintained landscape attracts people, adds to your property value and contributes to your success. Our local Branch office in Martinez, CA has 212 landscape professionals. Partnering with BrightView means gaining a dedicated team of local professionals committed to enhancing and preserving Richmond’s landscapes with best-in-class service and sustainability-focused solutions.

Thank you for this opportunity to submit this proposal. Feel free to contact me at (951) 406-5904 or by email at [email protected] with any questions.

Sincerely,
David Moo
Business Development Executive
4677 Pacheco Blvd., Martinez, CA 94553
83 BrightView Landscape Services 3
What’s Inside
I. Cover Page Page 1
II. Cover Letter Page 2
III. Table of Contents Page 3
IV. BrightView’s Experience Page 4-8
V. References Page 9
VI. Proposed Rates and Fees Page 10
VII. Completed Attachments See Attached
84 BrightView Landscape Services 4

BRIGHTVIEW EXPERIENCE & EXPERTISE
• BrightView Landscape Services has over 140 years of industry experience between both legacy organizations (Brickman Group & Valley Crest). Enhancing the American landscape since 1939, BrightView Landscape Services maintains long-term relationships with its clients by offering the highest quality landscape management services at competitive rates. This formula has enabled BrightView to grow from small family-owned businesses to a recognized national industry leader. • Our services include landscape maintenance, landscape architecture and installation, irrigation and arborist services, forest management, sports turf care and snow management. BrightView’s experienced, local teams ensure that your assets are more than simply maintained - they are enhanced to achieve maximum appeal and benefit. With 270 branch offices in 43 states, and our Local Branch in Martinez, BrightView’s structure ensures quality and service are delivered by local, well-trained, & professional staff. • BrightView takes a unique approach to every project and our clients profit from a proven and systematic method that generates tangible results.
• BrightView serves many municipalities, Fortune 500 corporate headquarters, research & development centers, office parks, college campuses and other large prestigious properties. Chances are that when a problem arises, we have successfully solved it in the past. Through droughts and blizzards, prolonged rains, shrinking budgets, and emergencies of all descriptions, our tenured project management, supervisory staff and team have effectively and efficiently solved a similar problem. • Local corporate office in Calabasas with a local branch office in Martinez which services all of Richmond. • Employee pool: 22,000 employees company-wide & over 200 local team members within 20 miles of Richmond
• Largest landscape services company worldwide
• Financially stable
• Nationally acclaimed training organization
• BrightView designs, builds, maintains, and enhances landscapes that improve communities and the environment. We use environmentally responsible equipment and methods, including zero-emission commercial lawn mowers, state-of-the-art water conservation technology, and innovative landscape design.
• Outstanding Safety Record
• Industry leader in native and sustainable landscapes
85 BrightView Landscape Services 5
Quality Control: From The Beginning
Start Up
BrightView’s transition process is a documented action plan that involves both senior and site management by the customer and BrightView. This process starts out with the overall vision and goals of the partnership.

Implementation plans with specific details and schedules are developed. Timely meetings to review progress are scheduled for both individual sites and overall teams to ensure success.

Job start-Up Needs Evaluation:
• Initial job site walk-through is done prior to job start-up to determine specific site-related needs of the customer. Site-specific issues are discussed. A site walk-through is then performed asking more sitespecific questions, which clarify the customer needs • Specific goals set for upcoming year
• Daily, weekly, monthly communication process finalized Goals of Initial Site Meeting:
• Establish a weekly communication process (meetings, reports, etc.) • Clearly establish expectations using contract specifications and current knowledge of site management
• Present schedule of operations in Gantt format
• Identify ALL special situations, issues, areas & processes • Clearly establish a base safety process and site-specific processes • Document a process for out-of-scope work (P.O., sign-off, billing) • Share emergency call process
• Set short-term improvement goals
• Benchmark existing site status, conditions, and opportunities for improvements 86 BrightView Landscape Services 6
• At our initial kick-off meeting we will confirm communication protocols, review the contract and scope of work along with a timeline on completion of key site initiatives. Moreover, we review our safety protocols, our QSA process and scheduling, and discuss pre-approval thresholds on emergency spending. Here’s what to expect in the first 6 months with BrightView at our 30, 60, 90, and 180 day milestones:
•
•
•
• Monthly Review: Client, Account Manager, and Branch Manager • Review agreed upon first month expectations, progress on key initiatives, and lessons learned
• Implement course corrections as may be needed
• Perform site QSA with client
• Confirm site maintenance plan (key site initiatives) for next 30 days • Monthly Review: Client, Account Manager, and Branch Manager • Confirm scope alignment & expectations are being exceeded • Review details on QSA and any carryover items
• Check progress and/or completion of key site initiatives • Client Survey touch point
• Business Review: Client, Account Manager, and Branch Manager • Review 90 Day Follow-up Partnership Transition Guide
• Review details on QSA and any carryover items
• Check progress and/or completion of key site initiatives •
87 BrightView Landscape Services 7

JOB SAFETY
BrightView is the landscape partner who believes safety is much more than the gear we wear – it’s woven into the fabric of our company.

In the landscape industry, the average OSHA Recordable Incident Rate is 4.20. At BrightView, our number is consistently well below; in fact, last year our rate was 1.9. We’re sharing this because we believe that when it comes to safety, there’s no reason to be shy.

Train, Check, & Reinforce
Team members undergo extensive vetting and
training before they serve you, including E-Verify, initial and ongoing driving record checks and drug and alcohol
screenings. New hires undergo our safety orientation and must receive certification for every piece of power equipment they’ll use. We also utilize a buddy system for new hires, pairing them with more tenured team members who help them learn the ropes.

However, our focus on safety doesn’t end there. Crews participate in weekly safety meetings, which review how to avoid hazards relevant to the current season. Our management teams also participate in a weekly safety call, where they review any opportunities for improvement and strategize how to address them. Finally, we conduct periodic jobsite inspections to ensure safety best practices are always in use at your facility.

But it’s not all work and no play. We believe safety should be celebrated. That’s why we’ve created a reward system for safety compliance and make recognition of those who have exhibited good safety behaviors a key part of our morning pre-dispatch routine.

Before We Arrive
Our safety preparations begin well
before we set foot on your property.

Teams begin the day with “Stretch and
Flex”—a time for everyone to stretch
together to prevent soft tissue injuries,
review safety practices, and discuss any
potential hazards. Before leaving the
yard, we inspect our personal
protective equipment (which we
require and provide), supplies, and ensure an ample supply of water to keep the team well hydrated. Finally, we inspect our trucks and trailers to ensure they’re roadworthy and compliant with regulatory agencies. These daily inspections help us remedy and identify any deficiencies that could cause harm to our teams or the public.
88 BrightView Landscape Services 8
On Your Properties
We’re easy to spot, but that’s intentional. Our attire is designed to make it easy to identify who is part our crew and enhance visibility for your safety and ours. In addition to our company-issued PPE, our crews are fully uniformed in seasonally appropriate gear, which always includes name badges and safety vests. Our vehicles are logoed and feature our distinctive livery, while cones are used to mark safety zones.

However, what’s not visible is one of the features we’re most proud of: our Stop Work Authority. The Stop Work Authority empowers every team member to take safety into their own hands. Crew members are encouraged to stop a job if they personally feel unsafe, or witness something that could put a teammate or the public in peril.

Continuous Improvement
Though our OSHA incident rate is significantly better than the industry average, there are always opportunities to improve. Hazards, near misses, and concerns are always submitted to our Branch Safety Leaders for review and correction, if needed. In the event of an injury, a root cause analysis is conducted to ensure future incidences are prevented.

We’re proud of our safety program, but that’s not the only reason we’re sharing these details. We’re providing this information because we believe it should be readily available to you, to aid in your selection process. The patients who entrust you with their care have confidence they’ll be in good hands. We want you to have that same confidence in us.

Additional Safety Measures Include
• New Hire Safety Orientation
• New Hires Wear Orange Vests for Better Oversight
• Extensive Driver Safety Certification Program
• Certification Required to Use All Power Equipment
• Take 2-Two Inspection at Each Job Every Day
• Mandatory Weekly Field Crew Safety Meetings
• Reward System for Safety Compliance
• Weekly Management Safety Calls
• Certified in Traffic Control
89 BrightView Landscape Services 9

BRIGHTVIEW REFERENCES
City of Campbell
70 N. First St.

Campbell, CA 95008
Citywide Landscape Maintenance
Contact: Bob Siudzinski
[email protected]
(408) 206-6284
Start Date: 2020 – present
$127,765 Annually
City of San José
200 E Santa Clara Street
San Jose, CA 95113
Citywide Landscape Maintenance
Contact: Jose Guerra
[email protected]
(408) 499-8349
Start Date: 2014 – present
$535,616 Annually
City of Milpitas
455 East Calaveras Boulevard
Milpitas, CA 95035
Citywide and Parks Landscape Maintenance
Contact: Eddie Clements
[email protected]
(408) 373-7668
Start Date: 2017 – present
$1,682,784 Annually
90 BrightView Landscape Services 10

PROPOSED RATES AND FEES
Richmond Housing Authority Monthly
Pricing
Annual
Pricing
Nystrom Village Common Area $7,927.00 $95,124.00
Hacienda Express Lot $490.00 $5,880.00
Occupied Backyard Pricing: $27.00 $324.00
Vacant Backyard Pricing: $20.00 $240.00
Additional Services Pricing:

Regular Time Labor Rate including
work truck and tools
Price/Hour
Landscape Maintenance Laborer $39.00
Skilled Technician $68.00
Supervisor/Foreman $70.00
Emergency/After Hour Response Labor
Rate
Price/Hour
Landscape Maintenance Laborer $58.50
Skilled Technician $102.00
Supervisor/Foreman $105.00
91 CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor 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 day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
BrightView Landscape Services, Inc.
24th April 25 Martinez
David Moo Business Development Executive
4/24/25
BrightView Landscape Services, Inc.
92 form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 1 of 2

1. Contingent Fee Representation and Agreement
(a) The bidder/offeror represents and certifies as part of its bid/ offer that, except for full-time bona fide employees working solely for the bidder/offeror, the bidder/offeror:
(1) [ ] has, [ ] has not employed or retained any person or company to solicit or obtain this contract; and
(2) [ ] has, [ ] has not paid or agreed to pay to any person or company employed or retained to solicit or obtain this contract any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this contract.
(b) If the answer to either (a)(1) or (a) (2) above is affirmative, the bidder/offeror shall make an immediate and full written disclosure to the PHA Contracting Officer.
(c) Any misrepresentation by the bidder/offeror shall give the PHA the right to (1) terminate the resultant contract; (2) at its discretion, to deduct from contract payments the amount of any commission, percentage, brokerage, or other contingent fee; or (3) take other remedy pursuant to the contract.

2. Small, Minority, Women-Owned Business Concern Representation The bidder/offeror represents and certifies as part of its bid/ offer that it:
(a) [ ] is, [ ] is not a small business concern. “Small business concern,” as used in this provision, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) [ ] is, [ ] is not a women-owned small business concern. “Women-owned,” as used in this provision, means a small business that is at least 51 percent owned by a woman or women who are U.S. citizens and who also control and
operate the business.
(c) [ ] is, [ ] is not a minority enterprise which, pursuant to Executive Order 11625, is defined as a business which is at least 51 percent owned by one or more minority group
members or, in the case of a publicly owned business, at least 51 percent of its voting stock is owned by one or more
minority group members, and whose management and daily
operations are controlled by one or more such individuals.

For the purpose of this definition, minority group members are:
(Check the block applicable to you)
[ ] Black Americans [ ] Asian Pacific Americans
[ ] Hispanic Americans [ ] Asian Indian Americans
[ ] Native Americans [ ] Hasidic Jewish Americans

3. Certificate of Independent Price Determination
(a) The bidder/offeror certifies that—
(1) The prices in this bid/offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other bidder/offeror or competitor relating to (i) those prices, (ii) the intention to submit a bid/offer, or (iii) the methods or factors used to calculate the prices offered;
(2) The prices in this bid/offer have not been and will not be knowingly disclosed by the bidder/offeror, directly or
indirectly, to any other bidder/offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the bidder/ offeror to induce any other concern to submit or not to submit a bid/offer for the purpose of restricting competition. (b) Each signature on the bid/offer is considered to be a certification by the signatory that the signatory:
(1) Is the person in the bidder/offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above; or (2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any
action contrary to subparagraphs (a)(l) through (a)(3)
above (insert full name of person(s) in the bidder/offeror’s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the bidder/offeror’s organization);
(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) above have not participated, and will not participate, in any action contrary to subparagraphs (a)(l) through (a)(3) above; and
U.S. Department of Housing
and Urban Development
Office of Public and Indian Housing
Certifications and
Representations
of Offerors
Non-Construction Contract
Public reporting burden for this collection of information is estimated to average 5 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.

This form includes clauses required by OMB’s common rule on bidding/offering procedures, implemented by HUD in 24 CFR 85.36, and those requirements set forth in Executive Order 11625 for small, minority, women-owned businesses, and certifications for independent price determination, and conflict of interest.

The form is required for nonconstruction contracts awarded by Housing Agencies (HAs). The form is used by bidders/offerors to certify to the HA's Contracting Officer for contract compliance. If the form were not used, HAs would be unable to enforce their contracts. Responses to the collection of information are required to obtain a benefit or to retain a benefit. The information requested does not lend itself to confidentiality. 93 form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 2 of 2 (iii) As an agent, has not personally participated, and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above.
(c) If the bidder/offeror deletes or modifies subparagraph (a)2 above, the bidder/offeror must furnish with its bid/offer a signed statement setting forth in detail the circumstances of the disclosure.

4. Organizational Conflicts of Interest Certification
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under a proposed
contract and a prospective contractor’s organizational, financial, contractual or other interest are such that:
(i) Award of the contract may result in an unfair competitive advantage; (ii) The Contractor’s objectivity in performing the contract work may be impaired; or (iii) That the Contractor has disclosed all relevant information and requested the HA to make a determination with respect to this Contract.
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclosure in writing to the HA which shall include a description of the action which the Contractor has taken or intends to eliminate or neutralize the conflict. The HA may, however, terminate the Contract for the convenience of HA if it would be in the best interest of HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this Contract and intentionally did not disclose the conflict to the HA, the HA may terminate the Contract for default.
(d) The Contractor shall require a disclosure or representation from subcontractors and consultants who may be in a position to influence the advice or assistance rendered to the HA and shall include any necessary provisions to eliminate or neutralize conflicts of interest in consultant agreements or subcontracts involving performance or work under this Contract.

5. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):

6. Conflict of Interest
In the absence of any actual or apparent conflict, the offeror, by submission of a proposal, hereby warrants that to the best of its knowledge and belief, no actual or apparent conflict of interest exists with regard to my possible performance of this procurement, as described in the clause in this solicitation titled “Organizational Conflict of Interest.”

7. Offeror's Signature
The offeror hereby certifies that the information contained in these certifications and representations is accurate, complete, and current.

Signature & Date:

Typed or Printed Name:

Title:

David Moo 04/24/2025 Business Development Executive BrightView Landscape Services, Inc. 94 Disclosure Statement for Limited Liability Companies Whenever the owner of a property or the applicant for a City permit or license is a limited liability company (“LLC”), the LLC shall provide the City with the names and business addresses of any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and “Beneficial Owners” of the applying LLC. A Beneficial Owner is any person or entity who: (1) exercises substantial control over the applying LLC; (2) owns 25% or more of the interest in the applying LLC; or (3) receives substantial economic benefits from the assets of the applying LLC. If any LLC shareholder, director, officer, member, manager, other authorized person, partner, or Beneficial Owner is itself an LLC or other business entity, the names and business addresses must also be provided for any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and Beneficial Owners of that LLC or other business entity all the way up through each entity in the organizational chart until ultimate ownership by individual people is disclosed.

Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
☐ Check this box if additional ownership information is attached to this Disclosure Statement.

In signing this Disclosure Statement, I represent that the information submitted in this Disclosure Statement, and any attachments, is true and correct.

Signature: _____________________
Printed Name: _____________________
Title: _____________________
Date: _____________________ 04/24/2025 Business Development Executive BrightView Landscape Services, Inc. N/A BrightView is not an LLC Business Development Executive 95 RICHMOND HOUSING AUTHORITY

PURCHASE OF SERVICES CONTRACT
Project Mgr: __________________________________ Project Mgr Phone No:

Project Description: _______________________________________________________________ The parties to this Purchase of Services Contract (Contract) do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the Housing Authority of the City of Richmond, California, (Authority) and the following named Contractor:
(NAME) _________________________________
(Street Address) ___________________________
(City, State, Zip Code) ______________________
(Taxpayer ID No.) ________________________
(Vendor No.)
(Richmond Business License No.) ________________ (Expiration Date) An California [ ] corporation, [ ] partnership, [ ] private individual, [ ] nonprofit corporation, [ ] religious institution, [ ] sole proprietor, [ ] other (Please check appropriate box)

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

3. Payment Limit. Authority's total payments to Contractor under this Contract shall not exceed $_____________ . The Authority shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the Authority's Executive Director if the total contract amount does not exceed $10,000 or without the prior approval of the Board of Commissioners if the total contract amount is over $10,000.

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

Gregory Palomino (510) 621-1361 Landscaping Services for Richmond Housing Authority Brightview Landscape Services, INC. 40062765Aug. 27, 2025 June 30, 2027 230,000 17051 12/31/2025 ✔ 96 Authority's Obligations. Authority shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

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

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

HOUSING AUTHORITY OF CONTRACTOR:

THE CITY OF RICHMOND
By ________________________________________ By__________________________________ Title Title
Date Signed ________________________________ Date Signed LIST OF ATTACHMENTS:

Service Plan
Payment Provisions
Insurance Provisions
General Conditions
Special Conditions
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign below.)
By _________________________________
Title________________________________
Date Signed__________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit corporation, 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 and (2) should be
accompanied by completed notary
acknowledgment forms.)
[Complete the notary acknowledgments
which are attached hereto.]
97 SERVICE PLAN
See the Special Conditions page.
98 PAYMENT PROVISIONS
(PLEASE NOTE THAT THE HOUSING AUTHORITY OF THE CITY OF RICHMOND

SHALL NOT PAY FOR SERVICES THAT EXCEED THE CONTRACT PAYMENT LIMIT

WITHOUT THE PRIOR WRITTEN APPROVAL OF THE ADMINISTRATOR IF THE TOTAL EXCESS CONTRACT AMOUNT DOES NOT EXCEED $10,000.00 OR WITHOUT

THE PRIOR APPROVAL OF THE AGENCY BOARD IF THE TOTAL EXCESS CONTRACT AMOUNT IS OVER $10,000.00.)

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 Authority.

Contractor may be required to provide back-up material upon request.

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

Attention: Accounts Payable, Finance
Department Project Manager:

P. O. Box 4046
Richmond, CA 94804-0046

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

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

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

Gregory Palomino Gregory Palomino
99 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. 100

GENERAL CONDITIONS
1 Compliance with Law. CONTRACTOR shall be subject to and comply with all Federal, State and local laws and regulations applicable with respect to its performance under this Contract, including but not limited to, licensing, employment and purchasing practices; and wages, hours, and conditions of employment.

2. 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 AUTHORITY, the State of California, and the United States Government.

Records.

3.1 CONTRACTOR shall keep and make available for inspection and copying by authorized representatives of the AUTHORITY, 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 AUTHORITY.

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

4. Reporting Requirements. CONTRACTOR shall include in all documents or written reports completed and submitted to AUTHORITY in accordance with this Contract a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report.

5. Termination.

5.1 Written Notice. This Contract may be terminated by either party, at their sole discretion, upon thirty-day (30) advance written notice thereof to the other, and may be canceled immediately by written mutual consent.

5.2 Failure to Perform.

5.2.1 The AUTHORITY upon written notice to CONTRACTOR, may immediately terminate this Contract should the CONTRACTOR fail to perform properly any of its obligations hereunder. In the event of such termination, the AUTHORITY may proceed with the work in any reasonable manner it chooses.
101
GENERAL CONDITIONS Page 3

5.2.2 In lieu of termination, the AUTHORITY has the right to withhold payment to the CONTRACTOR when, in the opinion of the AUTHORITY expressed in writing to the CONTRACTOR,

5.2.2.1 The CONTRACTOR'S performance, in whole or in part, either has not been carried out or is insufficiently
documented;

5.2.2.2 The CONTRACTOR has neglected, failed, or refused to furnish information or to cooperate with any inspection, review, or audit of its program, work, or records; or

5.2.2.3 The CONTRACTOR has failed to sufficiently itemize or document its demand(s) for payment.

5.3 Cessation of Funding. Notwithstanding Paragraph 5.1 above, in the event that Federal, State, or other non-AUTHORITY funding for this Contract ceases, this Contract may be terminated immediately by AUTHORITY upon written notice.

6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto.

7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, auditing, billing, or regulatory changes, may be developed and set forth in written Information Agreements between the CONTRACTOR and the AUTHORITY. Such Information Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Such Information Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the CONTRACTOR as provided herein.

8. Modifications and Amendments.

8.1 General Amendments. This Contract may be modified or amended by a written document executed by this CONTRACTOR and the AUTHORITY'S Board of Commissioners or, after Board approval, by its designee, subject to any required State or Federal approval.
102
GENERAL CONDITIONS Page 4

8.2 Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the CONTRACTOR and AUTHORITY's Executive Director subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan.

9. Disputes. Disagreements between the AUTHORITY and CONTRACTOR concerning the meaning, requirements, or performance of this Contract shall be subject to final determination, in writing, in accordance with the applicable procedures (if any) required by the State or Federal Government.

10. Choice of Law and Jurisdiction.

10.1 This Contract is made in Contra Costa County and shall be governed and construed in accordance with laws of the State of California.

10.2 Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California.

11. Conformation with Federal and State Regulations. Should Federal or State regulations touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract may be amended to assure conformance with such Federal or State requirements.

12. No Waiver by Authority. Subject to Paragraph 9 (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of the AUTHORITY relating to the CONTRACTOR's performance, or payments therefor, or any combination of these acts, shall not relieve the CONTRACTOR'S obligation to fulfill this Contract as prescribed; nor shall the AUTHORITY 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.

13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of CONTRACTOR. The CONTRACTOR shall not enter into subcontracts for any work contemplated 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 AUTHORITY's Board of Commissioners or its designee, subject to any required State or Federal approval.

14. Independent Contract Status. This Contract is by and between two independent CONTRACTORS and is not intended to and shall not be construed to create the 103
GENERAL CONDITIONS Page 5
relationship of agent, servant, employee, partnership, joint venture or association.

15. Conflicts of Interest. CONTRACTOR promises and attests that the CONTRACTOR and any members of its governing body shall avoid any actual or potential conflicts of interest. If CONTRACTOR is a corporation, CONTRACTOR agrees to furnish to the AUTHORITY upon demand a valid copy of its most recently adopted bylaws and also a complete and accurate list of its governing body (Board of Directors or Trustees) and to timely update said bylaws or the list of its governing body as changes in such governance occur.

16. Confidentiality.

16.1 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:

16.1.1 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.

16.1.2 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.

16.2 CONTRACTOR agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor.

17. Nondiscrimination - CONTRACTOR. CONTRACTOR agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every CONTRACTOR under a Contract 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 employees, any applicant for employment for any potential subcontractor. Said Section

2.28.030 is, by this reference, made a part of this Contract.

18. Indemnification. The CONTRACTOR shall defend, save harmless and indemnify the AUTHORITY and its officers, agents and employees from any and all claims, costs and 104
GENERAL CONDITIONS Page 6
liability for any damages, sickness, death or injury to persons or property arising from, or connected with, the operations or services of the CONTRACTOR or its agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising from the sole negligence or willful misconduct of the AUTHORITY or its officers or employees.

CONTRACTOR shall reimburse the AUTHORITY for any expenditures, including reasonable attorney's fees, incurred by the AUTHORITY in pursuit or defense of matters that are the subject of this indemnification. If requested by the AUTHORITY, the CONTRACTOR shall defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of the CONTRACTOR.

19. Notices. All notices 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 AUTHORITY shall be addressed to the AUTHORITY's Executive Director. Notices to the CONTRACTOR shall be addressed to the CONTRACTOR's address designated herein. The effective date of notice to the CONTRACTOR shall be the date of receipt by CONTRACTOR. The effective date of notice to the AUTHORITY shall be the date of receipt by the AUTHORITY's Executive Director.

20. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions.

21. 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 AUTHORITY 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 AUTHORITY to continue the purchase of all or any failure to continue purchase of all or any such services from CONTRACTOR.

22. 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.

23. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide some aid or assistance to members of the AUTHORITY's population, it is not the intention of either the AUTHORITY or CONTRACTOR that such individuals occupy the position of intended third-party beneficiaries of the obligations assumed by either party to this Contract.
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GENERAL CONDITIONS Page 7

24. Copyrights and Rights in Data. CONTRACTOR shall not publish or transfer any materials produced or resulting from activities supported by this Contract without the express prior written consent of the AUTHORITY's Executive Director. If any material is subject to copyright, the AUTHORITY reserves the right to copyright such, and the CONTRACTOR agrees not to copyright such material. If the material is copyrighted by CONTRACTOR, the AUTHORITY reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such materials, in whole or in part, and to authorize others to do so.

25. Changes and Extra Work.

25.1 When Changes in the Services Plan are required by AUTHORITY or requested by CONTRACTOR, CONTRACTOR shall promptly estimate their effect on the cost of the services, and on its time schedule, and so notify AUTHORITY in writing.

25.2 No Change shall be implemented by CONTRACTOR unless it is approved by AUTHORITY in writing. Unless otherwise agreed to in writing, all provisions of this Contract shall apply to all Changes in the Service Plan.

25.3 If AUTHORITY determines that a Change materially affects the total value or time of performance of this Contract, CONTRACTOR and AUTHORITY will mutually agree in writing to an equitable adjustment.

25.4 Within the limits of the Contract Payment Limit of this Contract, AUTHORITY may request Extra Work to be performed by CONTRACTOR. Extra Work is defined as work which was not authorized in the original Contract, and is, subsequent to the execution of this Contract by all parties hereto, determined by the AUTHORITY to be necessary for the Project. Upon receipt of an Extra Work authorization from AUTHORITY's Authorized Representative, CONTRACTOR shall continue performance of the services as revised by the authorization.

25.5 If AUTHORITY determines that revisions to the Contract Payment Limit, Service Plan, Payment Provisions, or other parts of the Contract are necessary, the revisions shall be mutually agreed upon and incorporated herein through the execution of written amendments to this Contract.

26. 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.
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GENERAL CONDITIONS Page 8
Performance and Final Acceptance.

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

27.2 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 AUTHORITY may have, CONTRACTOR shall, at its own expense, correct any services which fail to meet the above standard.

27.3 AUTHORITY 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 AUTHORITY and the cost thereof shall be charged to CONTRACTOR.

27.4 If warranted, AUTHORITY shall determine, and CONTRACTOR may request such determination, that CONTRACTOR has satisfactorily completed performance of this Contract. Upon such determination, AUTHORITY 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 AUTHORITY a Release and Certificate of Final Payment.

28. 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 any cause, existing or future, which is beyond the reasonable control of such party.

29. 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, AUTHORITY and CONTRACTOR shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications 107
GENERAL CONDITIONS Page 9
thereof, shall not be affected thereby.

30. Authorized Representatives and Notices.

30.1 AUTHORITY and CONTRACTOR shall each designate, below, an Authorized Representative who has authority to act on its behalf in the administration of this Contract.

30.2 Written notification to the other party shall be provided, in advance, of changes in name or address of such Authorized Representatives.

30.3 Notices provided for under this Contract shall be in writing, and shall be served on the Authorized Representative of the receiving party, either personally or at the party's offices, or by registered or certified mail to its office address.

30.4 AUTHORITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

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

31. Pursuant to Richmond Municipal Code Section 7.04.030, the Contractor must have, or must obtain, a City of Richmond business license before any provision of this Contract will be deemed to take effect.

Gregory Palomino 450 Civic Center Plaza 2nd Floor Richmond, CA 94804 108

SPECIAL CONDITIONS

1. Contractor shall provide landscaping services for Nystrom Village and the Hacienda excess lot as described below:

I. LOCATIONS/PROPERTIES COVERED The services shall be performed at the following locations within the Richmond Housing Authority's Nystrom Village portfolio:
• Nystrom Village Common Areas
• Hacienda Express Lot
• Individual Occupied Unit Backyards (on-demand basis)
• Individual Vacant Unit Backyards (on-demand basis)
II. CORE RECURRING SERVICES (FIXED COST) The Contractor shall provide regularly scheduled, comprehensive landscaping maintenance services for the Nystrom Village Common Areas and the Hacienda Express Lot. These services shall include, but are not limited to, the following elements to ensure continuous upkeep and presentation:
• Mowing, edging, and blowing of turf areas.
• Weeding, cultivation, and maintenance of shrub beds and ground cover areas. • Pruning and shaping of shrubs and small trees (within typical landscape maintenance scope).
• Leaf removal and debris clean-up.
• Maintenance of paved areas, walkways, and other hardscapes as they relate to landscape debris.
• Irrigation system monitoring, adjustments, and basic maintenance to ensure efficient water usage.
• Pest and disease control as necessary for plant health, utilizing best practices. • Fertilization programs for turf and plant material.
• Seasonal clean-ups and preparation.

III. VARIABLE/ON-DEMAND SERVICES The Contractor shall provide additional landscaping services for individual unit backyards on an as-needed, on-demand basis, at the rates specified in the contract. These services are typically initiated by RHA staff and include:
• Occupied Backyard Landscaping: General clean-up, mowing, weeding, and basic maintenance of occupied unit backyards as requested. (Rate: $27.00 per instance ). • Vacant Backyard Landscaping: Regular maintenance and clean-up of vacant unit backyards to ensure presentability and safety. This includes general landscaping upkeep. (Rate: $20.00 per instance ). The RHA currently maintains approximately 37 vacant units, with potential for this number to fluctuate.
• Additional Services Pricing: Labor for out-of-scope or emergency work will be provided at the following hourly rates, including work truck and tools:
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o Landscape Maintenance Laborer: $39.00/hour (Regular Time); $58.50/hour (Emergency/After Hour Response)
o Skilled Technician: $68.00/hour (Regular Time); $102.00/hour (Emergency/After Hour Response)
o Supervisor/Foreman: $70.00/hour (Regular Time); $105.00/hour (Emergency/After Hour Response)
IV. GENERAL REQUIREMENTS AND CONTRACTOR RESPONSIBILITIES The Contractor shall adhere to the following general requirements and demonstrate capabilities as proposed in their bid:
• Quality Control: Implement rigorous quality control measures, including regular site assessments using tools like the proprietary Quality Site Assessment (QSA) tool, areaspecific checklists, and client reviews to ensure scope completion and high standards. • Safety: Maintain a paramount commitment to safety for the general public, RHA staff, and Contractor employees. This includes adherence to comprehensive safety protocols, regular safety training (e.g., weekly meetings, daily "Stretch-n-Flex"), proper use of Personal Protective Equipment (PPE), and implementation of a "Stop Work Authority" empowering all team members to halt work if unsafe conditions arise. • Environmental Practices: Utilize environmentally responsible equipment and methods where feasible, including considerations for zero-emission commercial lawn mowers, state-of-the-art water conservation technology, and sustainable landscape practices. • Personnel: Provide experienced, local, well-trained, and professional staff. The Contractor shall ensure adequate staffing to consistently meet service requirements and schedules.
• Communication & Reporting: Establish and maintain clear communication protocols with RHA staff, including regular meetings (e.g., monthly, quarterly reviews) to discuss progress, address issues, and plan future initiatives. Provide necessary documentation and reporting as required by the RHA.

2. In addition to the General Conditions set forth herein, Contractor shall comply with the terms and conditions set forth in the documents entitled "General Conditions for Non-Construction Contracts Section I" (HUD-5370-C Section I), “General Conditions for Non-Construction Contracts Section II” (HUD-5370-C Section II), “Certifications and Representations of Offerors” (HUD-5369-C), “Certification Regarding Debarment and Suspension” (HUD2992), and “Equal Employment Opportunity Certification” (HUD-92010) which is attached hereto and incorporated herein by this reference. If there are any conflicts between the terms and conditions set forth in the General Conditions set forth herein and the terms and conditions set forth in the attached document, the terms and conditions set forth in the attached document shall take precedence and shall prevail.

3. In addition to the General Conditions set forth herein, Contractor shall comply with the terms and conditions set forth in the documents entitled “City of Richmond Sanctuary City Compliance Statement” which is attached hereto and incorporated herein by this reference. 110

4. Contractor shall provide the insurance coverage set forth in the document entitled "City of Richmond — Insurance Requirements — Type 1: “Consultants and Contractors" which is attached hereto and incorporated herein by this reference. Contractor shall maintain said coverage during the entire term of this contract. However, wherever the document refers to the "City of Richmond" or the "CITY", the Contractor shall substitute the words "Housing Authority of the City of Richmond" or "Authority".
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General Conditions for Non-Construction
Contracts
Section I – (With or without Maintenance Work)
U.S. Department of Housing and Urban
Development
Office of Public and Indian Housing
Office of Labor Relations
OMB Approval No. 2577-0157 (exp. 1/01/2014)
Public Reporting Burden for this collection of information is estimated to average 0.08 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Reports Management Officer, Office of Information Policies and Systems, U.S. Department of Housing and Urban Development, Washington, D.C. 20410-3600; and to the Office of Management and Budget, Paperwork Reduction Project (2577-0157), Washington, D.C. 20503. Do not send this completed form to either of these addressees.

Applicability. This form HUD-5370-C has 2 Sections. These Sections must be inserted into non-construction contracts as described below:
1) Non-construction contracts (without maintenance)
greater than $100,000 - use Section I;
2) Maintenance contracts (including nonroutine
maintenance as defined at 24 CFR 968.105) greater than
$2,000 but not more than $100,000 - use Section II; and 3) Maintenance contracts (including nonroutine
maintenance), greater than $100,000 – use Sections I
and II.
====================================================
Section I - Clauses for All Non-Construction Contracts greater than $100,000
====================================================

1. Definitions
The following definitions are applicable to this contract:
(a) "Authority or Housing Authority (HA)" means the
Housing Authority.
(b) "Contract" means the contract entered into between the Authority and the Contractor. It includes the contract form, the Certifications and Representations, these contract
clauses, and the scope of work. It includes all formal
changes to any of those documents by addendum, Change
Order, or other modification.
(c) "Contractor" means the person or other entity entering into the contract with the Authority to perform all of the work required under the contract.
(d) "Day" means calendar days, unless otherwise stated. (e) "HUD" means the Secretary of Housing and Urban
development, his delegates, successors, and assigns, and the officers and employees of the United States
Department of Housing and Urban Development acting for
and on behalf of the Secretary.

2. Changes
(a) The HA may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in the services to be
performed or supplies to be delivered.
(b) If any such change causes an increase or decrease in the hourly rate, the not-to-exceed amount of the contract, or the time required for performance of any part of the work under this contract, whether or not changed by the order, or otherwise affects the conditions of this contract, the HA shall make an equitable adjustment in the not-to-exceed amount, the hourly rate, the delivery schedule, or other affected terms, and shall modify the contract accordingly. (c) The Contractor must assert its right to an equitable adjustment under this clause within 30 days from the date of receipt of the written order. However, if the HA decides that the facts justify it, the HA may receive and act upon a proposal submitted before final payment of the contract. (d) Failure to agree to any adjustment shall be a dispute under clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the
contract as changed.
(e) No services for which an additional cost or fee will be charged by the Contractor shall be furnished without the prior written consent of the HA.

3. Termination for Convenience and Default
(a) The HA may terminate this contract in whole, or from time to time in part, for the HA's convenience or the failure of the Contractor to fulfill the contract obligations (default).

The HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall: (i) immediately discontinue all services affected (unless the notice directs otherwise); and (ii) deliver to the HA all information, reports, papers, and other materials accumulated or generated in performing
this contract, whether completed or in process.
(b) If the termination is for the convenience of the HA, the HA shall be liable only for payment for services rendered
before the effective date of the termination.
(c) If the termination is due to the failure of the Contractor to fulfill its obligations under the contract (default), the HA may (i) require the Contractor to deliver to it, in the manner and to the extent directed by the HA, any work as
described in subparagraph (a)(ii) above, and compensation be determined in accordance with the Changes clause,
paragraph 2, above; (ii) take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable for any additional cost incurred by the HA; (iii) withhold any payments to the Contractor, for the purpose of off-set or partial payment, as the case may be, of amounts owed to the HA by the Contractor.
(d) If, after termination for failure to fulfill contract obligations (default), it is determined that the Contractor had not failed, the termination shall be deemed to have been effected for the convenience of the HA, and the Contractor shall been titled to payment as described in paragraph (b) above.
(e) Any disputes with regard to this clause are expressly made subject to the terms of clause titled Disputes herein.

4. Examination and Retention of Contractor's Records
(a) The HA, HUD, or Comptroller General of the United States, or any of their duly authorized representatives shall, until 3 years after final payment under this contract, have access to and the right to examine any of the Contractor's directly pertinent books, documents, papers, or other records
involving transactions related to this contract for the purpose of making audit, examination, excerpts, and
transcriptions.

Section I - Page 1 of 6 form HUD-5370-C (10/2006)
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(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as
paragraph (a) above. "Subcontract," as used in this clause, excludes purchase orders not exceeding $10,000.
(c) The periods of access and examination in paragraphs (a) and (b) above for records relating to:
(i) appeals under the clause titled Disputes;
(ii) litigation or settlement of claims arising from the performance of this contract; or,
(iii) costs and expenses of this contract to which the HA, HUD, or Comptroller General or any of their duly
authorized representatives has taken exception shall
continue until disposition of such appeals, litigation, claims, or exceptions.

5. Rights in Data (Ownership and Proprietary Interest)
The HA shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all information, materials and documents discovered or produced by Contractor pursuant to the terms of this Contract, including but not limited to reports, memoranda or letters concerning the research and reporting tasks of this Contract.

6. Energy Efficiency
The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in which the work under this contract is performed.

7. Disputes
(a) All disputes arising under or relating to this contract, except for disputes arising under clauses contained in Section III, Labor Standards Provisions, including any claims for
damages for the alleged breach there of which are not
disposed of by agreement, shall be resolved under this
clause.
(b) All claims by the Contractor shall be made in writing and submitted to the HA. A claim by the HA against the
Contractor shall be subject to a written decision by the HA. (c) The HA shall, with reasonable promptness, but in no event in no more than 60 days, render a decision concerning any claim hereunder. Unless the Contractor, within 30 days
after receipt of the HA's decision, shall notify the HA in writing that it takes exception to such decision, the decision shall be final and conclusive.
(d) Provided the Contractor has (i) given the notice within the time stated in paragraph (c) above, and (ii) excepted its claim relating to such decision from the final release, and (iii) brought suit against the HA not later than one year after receipt of final payment, or if final payment has not been made, not later than one year after the Contractor has had a reasonable time to respond to a written request by the HA that it submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or
conclusive, but the dispute shall be determined on the
merits by a court of competent jurisdiction.
(e) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the HA.

8. Contract Termination; Debarment
A breach of these Contract clauses may be grounds for
termination of the Contract and for debarment or denial of participation in HUD programs as a Contractor and a
subcontractor as provided in 24 CFR Part 24.

9. Assignment of Contract
The Contractor shall not assign or transfer any interest in this contract; except that claims for monies due or to become due from the HA under the contract may be assigned to a bank, trust company, or other financial institution. If the Contractor is a partnership, this contract shall inure to the benefit of the surviving or remaining member(s) of such partnership approved by the HA.

10. Certificate and Release
Prior to final payment under this contract, or prior to settlement upon termination of this contract, and as a condition precedent thereto, the Contractor shall execute and deliver to the HA a certificate and release, in a form acceptable to the HA, of all claims against the HA by the Contractor under and by virtue of this contract, other than such claims, if any, as may be specifically excepted by the Contractor in stated amounts set forth therein.

11. Organizational Conflicts of Interest
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this
contract and a contractor's organizational, financial,
contractual or other interests are such that:
(i) Award of the contract may result in an unfair
competitive advantage; or
(ii) The Contractor's objectivity in performing the contract work may be impaired.
(b) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract or any task/delivery order under the contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict. The HA may, however, terminate the contract or task/delivery order for the convenience of the HA if it would be in the best interest of the HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this contract and intentionally did not disclose the conflict to the Contracting Officer, the HA may terminate the contract for default. (d) The terms of this clause shall be included in all
subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the prime Contractor. The Contractor shall include in such
subcontracts and consulting agreements any necessary
provisions to eliminate or neutralize conflicts of interest.

12. Inspection and Acceptance
(a) The HA has the right to review, require correction, if necessary, and accept the work products produced by the Contractor. Such review(s) shall be carried out within 30 days so as to not impede the work of the Contractor. Any Section I - Page 2 of 6 Form HUD-5370-C (10/2006) 113
product of work shall be deemed accepted as submitted if the HA does not issue written comments and/or required
corrections within 30 days from the date of receipt of such product from the Contractor.
(b) The Contractor shall make any required corrections
promptly at no additional charge and return a revised copy of the product to the HA within 7 days of notification or a later date if extended by the HA.
(c) Failure by the Contractor to proceed with reasonable promptness to make necessary corrections shall be a
default. If the Contractor's submission of corrected work remains unacceptable, the HA may terminate this contract (or the task order involved) or reduce the contract price or cost to reflect the reduced value of services received.

13. Interest of Members of Congress
No member of or delegate to the Congress of the United States of America or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit to arise there from, but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.

14. Interest of Members, Officers, or Employees and Former Members, Officers, or Employees
No member, officer, or employee of the HA, no member of the governing body of the locality in which the project is situated, no member of the governing body in which the HA was activated, and no other pubic official of such locality or localities who exercises any functions or responsibilities with respect to the project, shall, during his or her tenure, or for one year thereafter, have any interest, direct or indirect, in this contract or the proceeds thereof.

15. Limitation on Payments to Influence Certain Federal Transactions
(a) Definitions. As used in this clause:
"Agency", as defined in 5 U.S.C. 552(f), includes Federal executive departments and agencies as well as independent regulatory commissions and Government corporations, as
defined in 31 U.S.C. 9101(1).
"Covered Federal Action" means any of the following
Federal actions:
(i) The awarding of any Federal contract;
(ii) The making of any Federal grant;
(iii) The making of any Federal loan;
(iv) The entering into of any cooperative agreement; and, (v) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.

Covered Federal action does not include receiving from an agency a commitment providing for the United States to insure or guarantee a loan.
"Indian tribe" and "tribal organization" have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B). Alaskan Natives are included under the definitions of Indian tribes in that Act. "Influencing or attempting to influence" means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered
Federal action.
"Local government" means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative
organization, and any other instrumentality of a local
government.
"Officer or employee of an agency" includes the following individuals who are employed by an agency:
(i) An individual who is appointed to a position in the Government under title 5, U.S.C., including a position
under a temporary appointment;
(ii) A member of the uniformed services as defined in
section 202, title 18, U.S.C.;
(iii) A special Government employee as defined in section 202, title 18, U.S.C.; and,
(iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory
Committee Act, title 5, appendix 2.
“Person" means an individual, corporation, company,
association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal organization, or other Indian organization with respect to expenditures specifically permitted by other Federal law. "Recipient" includes all contractors, subcontractors at any tier, and subgrantees at any tier of the recipient of funds received in connection with a Federal contract, grant, loan, or cooperative agreement. The term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law. "Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, or cooperative agreement. An officer or employee who is employed by such person for less than 130 working days within one year
immediately preceding the date of submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.
"State" means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and a multi-State, regional, or interstate entity having governmental duties and powers.
(b) Prohibitio n.
(i) Section 1352 of title 31, U.S.C. provides in part that no appropriated funds may be expended by the recipient
of a Federal contract, grant, loan, or cooperative
agreement to pay any person for influencing or
attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member
of Congress in connection with any of the following
covered Federal actions: the awarding of any Federal
contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any
cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of
any Federal contract, grant, loan, or cooperative
agreement.
(ii) The prohibition does not apply as follows:

Section I - Page 3 of 6 Form HUD-5370-C (10/2006) 114
(1) Agency and legislative liaison by Own
Employees.
(a) The prohibition on the use of appropriated
funds, in paragraph (i) of this section, does not
apply in the case of a payment of reasonable
compensation made to an officer or employee of
a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, if
the payment is for agency and legislative
activities not directly related to a covered Federal
action.
(b) For purposes of paragraph (b)(i)(1)(a) of
this clause, providing any information specifically
requested by an agency or Congress is permitted
at any time.
(c) The following agency and legislative liaison
activities are permitted at any time only where
they are not related to a specific solicitation for
any covered Federal action:
(1) Discussing with an agency
(including individual demonstrations) the qualities
and characteristics of the person's products or
services, conditions or terms of sale, and service
capabilities; and,
(2) Technical discussions and other
activities regarding the application or adaptation
of the person's products or services for an
agency's use.
(d) The following agency and legislative liaison
activities are permitted where they are prior to
formal solicitation of any covered Federal action:
(1) Providing any information not
specifically requested but necessary for an
agency to make an informed decision about
initiation of a covered Federal action;
(2) Technical discussions regarding the
preparation of an unsolicited proposal prior to its
official submission; and
(3) Capability presentations by persons
seeking awards from an agency pursuant to the
provisions of the Small Business Act, as
amended by Public Law 95-507 and other
subsequent amendments.
(e) Only those activities expressly authorized
by subdivision (b)(ii)(1)(a) of this clause are
permitted under this clause.
(2) Professional and technical services.
(a) The prohibition on the use of appropriated
funds, in subparagraph (b)(i) of this clause,
does not apply in the case of-
(i) A payment of reasonable compensation
made to an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal
action, if payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action.
(ii) Any reasonable payment to a person,
other than an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal action
if the payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action. Persons
other than officers or employees of a
person requesting or receiving a
covered Federal action include
consultants and trade associations.
(b) For purposes of subdivision (b)(ii)(2)(a) of
clause, "professional and technical services"
shall be limited to advice and analysis
directly applying any professional or
technical discipline.
(c) Requirements imposed by or pursuant to law
as a condition for receiving a covered
Federal award include those required by law
or regulation, or reasonably expected to be
required by law or regulation, and any other
requirements in the actual award
documents.
(d) Only those services expressly authorized by
subdivisions (b)(ii)(2)(a)(i) and (ii) of this
section are permitted under this clause.
(iii) Selling activities by independent sales
representatives.
(c) The prohibition on the use of appropriated funds, in subparagraph (b)(i) of this clause, does not apply to the following selling activities before an agency by independent sales representatives, provided such activities are prior to formal solicitation by an agency and are specifically limited to the merits of the matter:
(i) Discussing with an agency (including individual
demonstration) the qualities and characteristics of the person's products or services, conditions or terms of
sale, and service capabilities; and
(ii) Technical discussions and other activities regarding the application or adaptation of the person's products
or services for an agency's use.
(d) Agreement. In accepting any contract, grant, cooperative agreement, or loan resulting from this solicitation, the person submitting the offer agrees not to make any
payment prohibited by this clause.
(e) Penalties. Any person who makes an expenditure
prohibited under paragraph (b) of this clause shall be
subject to civil penalties as provided for by 31 U.S.C. 1352.

An imposition of a civil penalty does not prevent the
Government from seeking any other remedy that may be
applicable.
(f) Cost Allowability. Nothing in this clause is to be interpreted to make allowable or reasonable any costs which would be unallowable or unreasonable in accordance with Part 31 of the Federal Acquisition Regulation (FAR), or OMB
Circulars dealing with cost allowability for recipients of assistance agreements. Conversely, costs made
specifically unallowable by the requirements in this clause will not be made allowable under any of the provisions of FAR Part 31 or the relevant OMB Circulars.

Section I - Page 4 of 6 Form HUD-5370-C (10/2006) 115

16. Equal Employment Opportunity
During the performance of this contract, the Contractor agrees as follows:
(a) The Contractor shall not discriminate against any employee or applicant for employment because of race, color,
religion, sex, or national origin.
(b) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include, but not be limited to (1) employment; (2) upgrading; (3) demotion; (4) transfer; (5) recruitment or recruitment
advertising; (6) layoff or termination; (7) rates of pay or other forms of compensation; and (8) selection for training, including apprenticeship.
(c) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause.
(d) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
(e) The Contractor shall send, to each labor union or
representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer
advising the labor union or workers' representative of the Contractor's commitments under this clause, and post
copies of the notice in conspicuous places available to employees and applicants for employment.
(f) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.
(g) The Contractor shall furnish all information and reports required by Executive Order 11246, as amended and by
rules, regulations, and orders of the Secretary of Labor, or pursuant thereto. The Contractor shall permit access to its books, records, and accounts by the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(h) In the event of a determination that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part, and the
Contractor may be declared ineligible for further
Government contracts, or federally assisted construction contracts under the procedures authorized in Executive
Order 11246, as amended. In addition, sanctions may be
imposed and remedies invoked against the Contractor as
provided in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law.
(i) The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the
Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be
binding upon each subcontractor or vendor. The
Contractor shall take such action with respect to any
subcontractor or purchase order as the Secretary of
Housing and Urban Development or the Secretary of Labor may direct as a means of enforcing such provisions,
including sanctions for noncompliance; provided that if the Contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

17. Dissemination or Disclosure of Information
No information or material shall be disseminated or disclosed to the general public, the news media, or any person or
organization without prior express written approval by the HA.

18. Contractor's Status
It is understood that the Contractor is an independent contractor and is not to be considered an employee of the HA, or assume any right, privilege or duties of an employee, and shall save harmless the HA and its employees from claims suits, actions and costs of every description resulting from the Contractor's activities on behalf of the HA in connection with this Agreement.

19. Other Contractors
HA may undertake or award other contracts for additional work at or near the site(s) of the work under this contract. The contractor shall fully cooperate with the other contractors and with HA and HUD employees and shall carefully adapt
scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or HA employee.

20. Liens
The Contractor is prohibited from placing a lien on HA's property. This prohibition shall apply to all subcontractors.

21. Training and Employment Opportunities for Residents in the Project Area (Section 3, HUD Act of 1968; 24 CFR 135) (a) The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. 1701u
(section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.
(b) The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations.
(c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of
Section I - Page 5 of 6 Form HUD-5370-C (10/2006) 116
apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin.
(d) The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.
(e) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR Part 135.
(f) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

22. Procurement of Recovered Materials
(a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials
practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of recovered materials practicable unless the Contractor
determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable
performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price.
(b) Paragraph (a) of this clause shall apply to items purchased under this contract where: (1) the Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Contractor: (i) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract.

Section I - Page 6 of 6 Form HUD-5370-C (10/2006) 117
General Conditions for Non-Construction U.S. Department of Housing and Urban Development
Office of Public and Indian Housing
Office of Labor Relations
OMB Approval No. 2577-0157 (exp. 11/30/2023)
Contracts
Section II – (With Maintenance Work)
Public Reporting Burden for this collection of information is estimated to average one hour per response, including the time for reviewing instructions,s earching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. HUD may not conduct or sponsor, and an applicant is not required to respond to a collection of information unless it displays a currently valid OMB control number.

Applicability. This form HUD-5370C has 2 Sections. These Sections must be inserted into non-construction contracts as described below:
in the classification under this Contract from the first day on which work is performed in the classification.

2. Withholding of funds
1) Non-construction contracts (without maintenance) greater than $250,000 - use Section I;
2) Maintenance contracts (including nonroutine maintenance as defined at 24 CFR 905.200) greater than $2,000 but not more than $250,000 - use Section II; and
3) Maintenance contracts (including nonroutine maintenance), greater than $250,000 – use Sections I and II.

The Contracting Officer, upon his/her own action or upon request of HUD, shall withhold or cause to be withheld from the Contractor under this Contract or any other contract subject to HUD-determined wage rates, with the same prime Contractor, so much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics employed by the Contractor or any subcontractor the full amount of wages required by this clause. In the event of failure to pay any laborer or mechanic employed under this Contract all or part of the wages required under this Contract, the Contracting Officer or HUD may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment or advance until such violations have ceased. The Public Housing Agency or HUD may, after written notice to the Contractor, disburse such amounts withheld for and on account of the Contractor or subcontractor to the respective employees to whom they are due.

Section II – Labor Standard Provisions for all Maintenance Contracts greater than $2,000

1. Minimum Wages
(a) All maintenance laborers and mechanics employed under this Contract in the operation of the project(s) shall be paid unconditionally and not less often than semi-monthly, and without subsequent deduction (except as otherwise
provided by law or regulations), the full amount of wages due at time of payment computed at rates not less than
those contained in the wage determination of the Secretary of Housing and Urban Development which is attached
hereto and made a part hereof. Such laborers and
mechanics shall be paid the appropriate wage rate on the wage determination for the classification of work actually performed, without regard to skill. Laborers or mechanics performing work in more than one classification may be
compensated at the rate specified for each classification for the time actually worked therein; provided, that the
employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination, including any additional classifications and wage rates approved by HUD under subparagraph
1(b), shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily

3. Records
(a) The Contractor and each subcontractor shall make and maintain for three (3) years from the completion of the work records containing the following for each laborer and
mechanic:
(i) Name, address and Social Security Number;
(ii) Correct work classification or classifications;
(iii) Hourly rate or rates of monetary wages paid;
(iv) Rate or rates of any fringe benefits provided;
(v) Number of daily and weekly hours worked;
(vi) Gross wages earned;
(vii) Any deductions made; and
(viii) Actual wages paid.
seen by the workers.
(b) The Contractor and each subcontractor shall make the records required under paragraph 3(a) available for
inspection, copying, or transcription by authorized
representatives of HUD or the HA and shall permit such
representatives to interview employees during working
hours on the job. If the Contractor or any subcontractor fails to make the required records available, HUD or its designee may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance or guarantee of funds.
(b) (i) Any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the Contract shall be classified in conformance with the wage determination. HUD shall approve an additional
classification and wage rate only when the following criteria have been met:
(1) The work to be performed by the classification
required is not performed by a classification in the 4. Apprentices and Trainees wage determination; (2) The classification is utilized in the area by the
industry; and (a) Apprentices and trainees will be permitted to work at less than the predetermined rate for the work they perform
when they are employed pursuant to and individually
registered in:
(i)
(3) The proposed wage rate bears a reasonable
relationship to the wage rates contained in the
wage determination. A bona fide apprenticeship program registered with the U.S. Department of Labor, Employment
and Training Administration (ETA), Office of
(ii) The wage rate determined pursuant to this
paragraph shall be paid to all workers performing work
Section II - Page 1 of 3 form HUD-5370-C (1/2014)
118
Apprenticeship Training, Employer and Labor
Services (OATELS), or with a state apprenticeship
agency recognized by OATELS, or if a person is
employed in his/her first 90 days of probationary
employment as an apprentice in such an
apprenticeship program, who is not individually
registered in the program, but who has been
certified by OATELS or a state apprenticeship
agency (where appropriate) to be eligible for
probationary employment as an apprentice; A
trainee program which has received prior approval,
evidenced by formal certification by the
(ii)
forth those findings that are in dispute and the
reasons, including any affirmative defenses, with
respect to the violations. The request shall be
directed to the appropriate HA or HUD official in
accordance with instructions contained in the
notice of findings or, if the notice does not specify
to whom a request should be made, to the
Regional Labor Relations Officer (HUD). The HA
or HUD official shall, within 60 days (unless
otherwise indicated in the notice of findings) after
receipt of a timely request for reconsideration,
issue a written decision on the findings of violation.

The written decision on reconsideration shall
contain instructions that any appeal of the decision
shall be addressed to the Regional Labor
Relations Officer by letter postmarked within 30
calendar days after the date of the decision. In the
event that the Regional Labor Relations Officer
was the deciding official on reconsideration, the
appeal shall be directed to the Director, Office of
Labor Relations (HUD). Any appeal must set forth
the aspects of the decision that are in dispute and
the reasons, including any affirmative defenses,
with respect to the violations. The Regional Labor
Relations Officer shall, within 60 days (unless
otherwise indicated in the decision on
reconsideration) after receipt of a timely appeal,
issue a written decision on the findings. A decision
of the Regional Labor Relations Officer may be
appealed to the Director, Office of Labor Relations,
by letter postmarked within 30 days of the
Regional Labor Relations Officer’s decision. Any
appeal to the Director must set forth the aspects of
the prior decision(s) that are in dispute and the
reasons. The decision of the Director, Office of
Labor Relations, shall be
(ii)
U.S. Department of Labor, ETA; or
(iii) A training/trainee program that has received prior approval by HUD.
(b) Each apprentice or trainee must be paid at not less than the rate specified in the registered or approved program for the apprentice’s/trainee’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Apprentices and trainees shall be paid fringe benefits in accordance with the
provisions of the registered or approved program. If the program does not specify fringe benefits,
apprentices/trainees must be paid the full amount of fringe benefits listed on the wage determination for the applicable (iii) classification.
(c) The allowable ratio of apprentices or trainees to
journeyman on the job site in any craft classification shall not be greater than the ratio permitted to the employer as to the entire work force under the approved program.
(d) Any worker employed at an apprentice or trainee wage rate who is not registered in an approved program, and any
apprentice or trainee performing work on the job site in excess of the ratio permitted under the approved program, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. final.
(e) In the event OATELS, a state apprenticeship agency (b) Disputes arising out of the labor standards provisions of recognized by OATELS or ETA, or HUD, withdraws
approval of an apprenticeship or trainee program, the
employer will no longer be permitted to utilize
apprentices/trainees at less than the applicable
predetermined rate for the work performed until an
acceptable program is approved.
paragraph 6 shall not be subject to paragraph 5(a) of this form HUD-5370C. Such disputes shall be resolved in
accordance with the procedures of the U.S. Department of Labor set forth in 29 CFR Parts 5, 6 and 7. Disputes within the meaning of this paragraph 5(b) include disputes
between the Contractor (or any of its subcontractors) and the HA, HUD, the U.S. Department of Labor, or the

5. Disputes concerning labor standards employees or their representatives. (a) Disputes arising out of the labor standards provisions 6. Contract Work Hours and Safety Standards Act contained in Section II of this form HUD-5370-C, other than those in Paragraph 6, shall be subject to the following procedures. Disputes within the meaning of this paragraph include disputes between the Contractor (or any of its
subcontractors) and the HA, or HUD, or the employees or their representatives, concerning payment of prevailing wage rates or proper classification. The procedures in this section may be initiated upon HUD’s own motion, upon
referral of the HA, or upon request of the Contractor or The provisions of this paragraph 6 are applicable only where the amount of the prime contract exceeds $100,000. As used in this paragraph, the terms “laborers” and “mechanics” includes watchmen and guards.
(a) Overtime requirements. No Contractor or subcontractor subcontractor(s).
contracting for any part of the Contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of
(i) A Contractor and/or subcontractor or other
interested party desiring reconsideration of
findings of violation by the HA or HUD relating to
the payment of straight-time prevailing wages or
classification of work shall request such
reconsideration by letter postmarked within 30
calendar days of the date of notice of findings
issued by the HA or HUD. The request shall set
40 hours in such workweek.
(b) Violation; liability for unpaid wages; liquidated
damages. In the event of any violation of the provisions set forth in paragraph 6(a), the Contractor and any
Section II - Page 2 of 3 form HUD-5370-C (1/2014)
119
subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Contractor and
subcontractor shall be liable to the United States (in the case of work done under contract for the District of
Columbia or a territory, to the District or to such territory), for liquidated damages. Such liquidated damages shall be
computed with respect to each individual laborer or
mechanic, including watchmen and guards, employed in
violation of the provisions set forth in paragraph (a) of this clause, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by provisions set forth in
paragraph (a) of this clause.
(c) Withholding for unpaid wages and liquidated damages.

HUD or its designee shall upon its own action or upon
written request of an authorized representative of the U.S.

Department of Labor withhold or cause to be withheld,
from any moneys payable on account of work performed
by the Contractor or subcontractor under any such
Contract or any federal contract with the same prime
Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,
which is held by the same prime Contractor such sums as may be determined to be necessary to satisfy any
liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the
provisions set forth in paragraph (b) of this clause.

7. Subcontracts
The Contractor or subcontractor shall insert in any
subcontracts all the provisions contained in this Section II and also a clause requiring the subcontractors to include these provisions in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the provisions contained in these clauses.

8. Non-Federal Prevailing Wage Rates
Any prevailing wage rate (including basic hourly rate and any fringe benefits), determined under state law to be prevailing, with respect to any employee in any trade or position
employed under the Contract, is inapplicable to the contract and shall not be enforced against the Contractor or any subcontractor, with respect to employees engaged under the contract whenever such non-Federal prevailing wage rate, exclusive of any fringe benefits, exceeds the applicable wage rate determined by the Secretary of HUD to be prevailing in the locality with respect to such trade or position.

Section II - Page 3 of 3 form HUD-5370-C (1/2014)
120
form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 1 of 2

1. Contingent Fee Representation and Agreement
(a) The bidder/offeror represents and certifies as part of its bid/ offer that, except for full-time bona fide employees working solely for the bidder/offeror, the bidder/offeror:
(1) [ ] has, [ ] has not employed or retained any person or company to solicit or obtain this contract; and
(2) [ ] has, [ ] has not paid or agreed to pay to any person or company employed or retained to solicit or obtain this contract any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this contract.
(b) If the answer to either (a)(1) or (a) (2) above is affirmative, the bidder/offeror shall make an immediate and full written disclosure to the PHA Contracting Officer.
(c) Any misrepresentation by the bidder/offeror shall give the PHA the right to (1) terminate the resultant contract; (2) at its discretion, to deduct from contract payments the amount of any commission, percentage, brokerage, or other contingent fee; or (3) take other remedy pursuant to the contract.

2. Small, Minority, Women-Owned Business Concern Representation The bidder/offeror represents and certifies as part of its bid/ offer that it:
(a) [ ] is, [ ] is not a small business concern. “Small business concern,” as used in this provision, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) [ ] is, [ ] is not a women-owned small business concern. “Women-owned,” as used in this provision, means a small business that is at least 51 percent owned by a woman or women who are U.S. citizens and who also control and
operate the business.
(c) [ ] is, [ ] is not a minority enterprise which, pursuant to Executive Order 11625, is defined as a business which is at least 51 percent owned by one or more minority group
members or, in the case of a publicly owned business, at least 51 percent of its voting stock is owned by one or more
minority group members, and whose management and daily
operations are controlled by one or more such individuals.

For the purpose of this definition, minority group members are:
(Check the block applicable to you)
[ ] Black Americans [ ] Asian Pacific Americans
[ ] Hispanic Americans [ ] Asian Indian Americans
[ ] Native Americans [ ] Hasidic Jewish Americans

3. Certificate of Independent Price Determination
(a) The bidder/offeror certifies that—
(1) The prices in this bid/offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other bidder/offeror or competitor relating to (i) those prices, (ii) the intention to submit a bid/offer, or (iii) the methods or factors used to calculate the prices offered;
(2) The prices in this bid/offer have not been and will not be knowingly disclosed by the bidder/offeror, directly or
indirectly, to any other bidder/offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the bidder/ offeror to induce any other concern to submit or not to submit a bid/offer for the purpose of restricting competition. (b) Each signature on the bid/offer is considered to be a certification by the signatory that the signatory:
(1) Is the person in the bidder/offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above; or (2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any
action contrary to subparagraphs (a)(l) through (a)(3)
above (insert full name of person(s) in the bidder/offeror’s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the bidder/offeror’s organization);
(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) above have not participated, and will not participate, in any action contrary to subparagraphs (a)(l) through (a)(3) above; and
U.S. Department of Housing
and Urban Development
Office of Public and Indian Housing
Certifications and
Representations
of Offerors
Non-Construction Contract
Public reporting burden for this collection of information is estimated to average 5 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.

This form includes clauses required by OMB’s common rule on bidding/offering procedures, implemented by HUD in 24 CFR 85.36, and those requirements set forth in Executive Order 11625 for small, minority, women-owned businesses, and certifications for independent price determination, and conflict of interest.

The form is required for nonconstruction contracts awarded by Housing Agencies (HAs). The form is used by bidders/offerors to certify to the HA's Contracting Officer for contract compliance. If the form were not used, HAs would be unable to enforce their contracts. Responses to the collection of information are required to obtain a benefit or to retain a benefit. The information requested does not lend itself to confidentiality. 121
form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 2 of 2 (iii) As an agent, has not personally participated, and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above.
(c) If the bidder/offeror deletes or modifies subparagraph (a)2 above, the bidder/offeror must furnish with its bid/offer a signed statement setting forth in detail the circumstances of the disclosure.

4. Organizational Conflicts of Interest Certification
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under a proposed
contract and a prospective contractor’s organizational, financial, contractual or other interest are such that:
(i) Award of the contract may result in an unfair competitive advantage; (ii) The Contractor’s objectivity in performing the contract work may be impaired; or (iii) That the Contractor has disclosed all relevant information and requested the HA to make a determination with respect to this Contract.
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclosure in writing to the HA which shall include a description of the action which the Contractor has taken or intends to eliminate or neutralize the conflict. The HA may, however, terminate the Contract for the convenience of HA if it would be in the best interest of HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this Contract and intentionally did not disclose the conflict to the HA, the HA may terminate the Contract for default.
(d) The Contractor shall require a disclosure or representation from subcontractors and consultants who may be in a position to influence the advice or assistance rendered to the HA and shall include any necessary provisions to eliminate or neutralize conflicts of interest in consultant agreements or subcontracts involving performance or work under this Contract.

5. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):

6. Conflict of Interest
In the absence of any actual or apparent conflict, the offeror, by submission of a proposal, hereby warrants that to the best of its knowledge and belief, no actual or apparent conflict of interest exists with regard to my possible performance of this procurement, as described in the clause in this solicitation titled “Organizational Conflict of Interest.”

7. Offeror's Signature
The offeror hereby certifies that the information contained in these certifications and representations is accurate, complete, and current.

Signature & Date:

Typed or Printed Name:

Title:
122

Certification A: Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions

1. The prospective primary participant certifies to the best of its knowledge and belief that its principals; a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal debarment or agency;
b. Have not within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and
d. Have not within a three-year period preceding this application/ proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Instructions for Certification (A)

1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below.

2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency’s determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.

3. The certification in this clause is a material representation of fact upon which reliance was place when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default.

4. The prospective primary participant shall provide immediate written notice to the department or agency to whom this proposal is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

5. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549.

You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of these regulations.

6. The prospective primary participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction.

7. The prospective primary participant further agrees by submitting this proposal that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction,” provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.

A participant may decide the method and frequency by which it determines this eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.

9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

10. Except for transactions authorized under paragraph (6) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default.

Certification Regarding
Debarment and Suspension
U.S. Department of Housing
and Urban Development
123

Certification B: Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Instructions for Certification (B)

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into.

If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of these regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.

A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph (5) of these instructions, if a participant in a lower covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies including suspension and/or debarment.

Applicant Date
Signature of Authorized Certifying Official Title
124
form HUD-92010 (3/2006)
VA form 26-421
U.S. Department of Housing
and Urban Development
Office of Housing OMB Control No. 2502-0029
Federal Housing Commissioner (exp. 9/30/2016)
Equal Employment
Opportunity Certification
Excerpt From 41 CFR §60-1.4(b)
The applicant hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, the following equal opportunity clause:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin, such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin.
(3) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The
contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work:

Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally-assisted construction contracts pursuant to the Executive order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed Firm Name and Address By
Title
Department of Veterans Affairs
125
form HUD-92010 (3/06)
VA form 26-421
upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

Excerpt from HUD Regulations
200.410Definition of term “applicant”.
(a) In multifamily housing transactions where controls over the mortgagor are exercised by the Commissioner either through the ownership of corporate stock or under the provisions of a regulatory agreement, the term “applicant” as used in this subpart shall mean the mortgagor.
(b) In transactions other than those specified in paragraph(a) of this section, the term “applicant” as used in this subpart shall mean the builder, dealer or contractor performing the construction, repair or rehabilitation work for the mortgagor or other borrower.
200.420Equal Opportunity Clause to be included in contracts and subcontracts.
(a) The following equal opportunity clause shall be included in each contract and subcontract which is not exempt:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensured that applicants are employed, and that employees are treated during employment without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of the nondiscrimination clause.
(2)The contractor will in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard race, creed, color, or national origin.
(3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided, advising the said labor union or workers’ representative of the contractor’s commitments under this section, and shall post copies of the notices in conspicuous places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 10925 of March 6 1961, as amended, and of the regulations, and relevant orders of the President’s Committee on Equal Employment Opportunity created thereby. (5) The contractor will furnish all information and reports required by Executive Order 10925 of March 6, 1961, as
amended, and by the regulations, and orders of the said Committee , or pursuant thereto, and will permit access to his books, records, and accounts by HUD and the Committee for purposes of investigation to ascertain compliance with such regulations, and orders.
(6) In the event of the contractor’s non-compliance with the nondiscrimination clause of this contract or with any of the said regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or Federally-assisted construction contracts in accordance with procedures authorized in Executive Order 10925 of March 6, 1961, as amende, and such other sanctions may be imposed and remedies invoke s provided in the said Executive Order or by regulations, or order of the President’s Committee on Equal Employment Opportunity, or as otherwise provided by law. (7) The contractor will include the provisions of Paragraphs(1) through (7) in every subcontract or purchase order unless exempted by regulations, or orders of the President’s Committee on Equal Employment Opportunity issued pursuant to Section 303 of Executive Order 10925 of March 6, 1961, as amended, so that such provisions will be binding upon each subcontractor or vender. The contractor will take such action with respect to any subcontract or purchase orders as HUD may direct as a means of enforcing such
provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vender as a result of such direction by HUD, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
(b) Except in subcontracts for the performance of construction work at the site of construction, the clause is not required to be inserted in subcontracts below the second tier. Subcontracts may incorporate by referenced to the equal opportunity clause. 200.425Modification in and exemptions from the regulations in this subpart.
(a) The following transactions and contracts are exempt from the regulations in this subpart:
(1) Loans, mortgages, contracts and subcontracts not exceeding $10,000. (2) Contract and subcontracts not exceeding $100,000 for standard commercial supplies or raw material;
(3)Contracts and subcontracts under which work is to be or has been performed outside the United States and where no recruitment of workers within the United States in involved. To the extent that work pursuant to such contracts is done within the Untied States, the equal opportunity clause shall be applicable; (4) Contracts for the sale of Government property where no appreciable amount of work is involved; and
(5) Contracts and subcontracts for an indefinite quantity which are not to extend for ore than one year if the purchaser determines that the amounts to be ordered under any such contract or subcontract are not reasonably expected to exceed $100,000 in the case of contracts or subcontracts for standard commercial supplies and raw materials, or $10,000 in the case of all other contracts and subcontracts.
126

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor 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 day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
127
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
128
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

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

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

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

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

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

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

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

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

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

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

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

Same limits as General Liability.

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

Additional Insured Endorsement Applicable to General Liability Coverage.

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

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. 129
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

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

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

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

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

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

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

1. A Bid bond

2. A Performance Bond

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

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

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

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
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___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

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

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

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

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

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

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

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

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
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DocID #49648v1
RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, ADOPTING A

RESOLUTION APPROVING LANDSCAPING SERVICES CONTRACT WITH BRIGHTVIEW LANDSCAPE SERVICES, INC., FOR AN AMOUNT NOT TO EXCEED $230,000, WITH A TERM BEGINNING AUGUST 27, 2025, AND ENDING JUNE 30, 2027 WHEREAS, Richmond Housing Authority (RHA) owns and manages 100 units of rental housing; and
WHEREAS, RHA entered into a Public Housing Authority Recovery and Sustainability (PHARS) agreement with the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, RHA remains obligated and committed to performing all HUD required functions, and providing quality service to local program participants; and WHEREAS, the RHA requires comprehensive landscaping services to maintain Nystrom Village, including its common areas, the Hacienda Excess Lot, and both occupied and vacant unit backyards, ensuring a safe, aesthetically pleasing, and well-maintained environment for its residents; and
WHEREAS, a Request for Proposals (RFP) for landscaping services was released on April 24, 2025, resulting in 19 prospective bidders downloading the RFP and 6 bids being received by the RHA; and
WHEREAS, one bidder, BWD Gardens, was disqualified for not submitting a complete bid packet; and
WHEREAS, the remaining bids were evaluated by a team consisting of one RHA staff member, one Parks Department member, and one Community Development Department member; and
WHEREAS, Brightview Landscape Services, Inc. received the highest average score of 80 points during the evaluation process; and
WHEREAS, the proposed contract with Brightview Landscape Services, Inc. is for a two-year term, commencing on August 27, 2025, and concluding on June 30, 2027; and WHEREAS, the total estimated two-year cost for these landscaping services, including both fixed and estimated variable services, is approximately $230,000.00, subject to actual usage of on-demand services.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA THAT the Executive Director is hereby authorized to execute a two-year contract with Brightview Landscape Services, Inc. for landscaping services at Nystrom Village, for an estimated cost not to exceed $230,000.00, with a term beginning August 27, 2025, and ending on June 30, 2027.

BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to take all actions necessary to implement this resolution.
*****************
The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a special meeting thereof held on August 26, 2025, by the following vote:
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DocID #49648v1
AYES:

NOES:

ABSTENTIONS:

ABSENT:

Chairperson

[SEAL]
Attest:

Secretary
Approved as to form:

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 at a Special Housing Authority Meeting held on August 26, 2025. ____________________________________

CLERK OF THE HOUSING AUTHORITY
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City Attorney’s Office
AGENDA
REPORT
DATE: August 26, 2025
TO: Mayor Martinez and Members of the City Council
FROM: David J. Aleshire, City Attorney
Subject: Approval of Maintenance and Security Agreement at Point Molate between East Bay Regional Park District and the
City of Richmond
FINANCIAL IMPACT: The total General Fund cost to provide short term maintenance and security services for up to one year
after closing will not exceed $400,000. This carries out Council direction on July 12, 2024.

PREVIOUS COUNCIL
ACTION:

November 21, 2019: Adoption of Settlement Agreement
(Amended Judgment) with Upstream and the Tribe;
September 8 and 15, 2020: Entitlements granted to
Winehaven Legacy; May 24, 2022: Council determined
Winehaven had not met conditions to close; June 21,
2022: Council determined to sell to Tribe as directed by Amended Judgment; May 7, 2024: Council rescinded
Winehaven entitlements pursuant to Court of Appeal
Order. July 12, 2024 Council approved LOI with Tribe
(Seller) and EBRPD (Buyer).
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01337.0021 2033014.2

STATEMENT OF THE
ISSUE:

The Settlement Agreement (Amended Judgment)
ordered the sale of “Development Areas” constituting 30 percent of the land area of Point Molate. The Judgment
states, “Development Areas” shall mean the four
development areas shown on Figure 6, Land Use Areas,
Point Molate Reuse Plan or any parcel subsequently
designated or subdivided from those four Development
Areas under Amended Judgment.

First, the City and then the Tribe was given the
opportunity to find a developer. On June 21, 2022, three years ago, when selling to the Tribe, the staff report
made the following recommendation:
“The City should initiate the process of determining if there is a public or nonprofit entity willing to accept conveyance of the open space and make a commitment
to open it for public use, manage it and maintain it at no cost to the City of Richmond. At least three entities have expressed such interest (1) East Bay Regional Parks
District, (2) John Muir Land Trust and (3) Trust for Public Land.”
After some period of exploring possible developers, the Tribe focused on the East Bay Regional Park District
(“District”). The District obtained a commitment through Senator Skinner for a $36M grant. Based on such
commitment, the Parties being the District, Tribe, and City negotiated a Letter of Intent (“LOI”) which was approved by the City Council on July 12, 2024. California State
Coastal Conservancy (“Conservancy”) approved the
funding and the Tribe and District approved a purchase
and sale agreement with an expected escrow closing on
August 22, 2025 or during the week of August 25, 2025.

One of the terms of the LOI was for the City to provide maintenance and security services for the District for up to one year at a cost not exceeding $400,000.

RECOMMENDED ACTION: APPROVE entering into an Agreement for Short Term Maintenance and Security of Property at Point Molate with East Bay Regional Park District and allow for execution by the Mayor with any final technical changes made by
the City Attorney - City Attorney's Office (Dave Aleshire 510-620-6509)
DISCUSSION:

This staff report provides a brief history of (i) the acquisition of the Point Molate Property, (ii) the lawsuit and settlement with Upstream and Guidiville Tribe pursuant to the Amended 135

01337.0021 2033014.2
Judgment; (iii) the reasons the City did not close the sale to Winehaven Legacy LLC pursuant to the Disposition and Development Agreement; (iv) the directive of the Council on May 24, 2022 concurrent with the sale to the Tribe to find a non-profit entity for conveyance for park and open space; (v) development of the LOI with the Tribe and District, and (vi) now the successful negotiation of the Maintenance Agreement with District.

PROPERTY HISTORY
In 2003, the US Navy transferred certain real property consisting of 270 acres of upland and 134 acres of tidal and submerged real property (“Property”) to the City of Richmond (“City”). Approximately 85% of the Property was transferred in 2003 and the remaining 41 acres were transferred in 2010. In 2004, the City and Guidiville Rancheria of California and Upstream Point Molate LLC (jointly “Tribe/Upstream” or “Tribe”) executed that certain Land Disposition Agreement which was subsequently amended (“LDA”). In 2012, Tribe/Upstream filed a lawsuit in Federal court against the City alleging, among other things, that the City breached that LDA and the covenant of good faith and fair dealing and for unjust enrichment. In November 2019, after 7 long years of expensive litigation, the lawsuit was finally amicably resolved by the parties pursuant to that certain “Amended Judgment” issued by the Federal Court (“Amended Judgment”). The Amended Judgment was entered by the Court on November 21, 2019 and is binding on the Property.

JUDGMENT REQUIREMENTS
The Amended Judgment mandated that 270 acres of upland area, thirty percent (30%) was to be “development areas” and seventy percent (70%, approximately 194 acres) was to be open space. The Judgment also defined four (4) areas within the Property as “Development Areas.”
The City was provided the opportunity to market the Development Areas with an outside sale date being the earlier of (i) 30 months from the Effective Date; or (ii) 24 months after issuing the last discretionary approval.

If the City successfully sold the Property, “net” revenues from the sale were to be split equally between (i) the City and (ii) Tribe/Upstream. “Net” revenues are generally determined as the gross sales price less all costs incurred by the City with respect to the Sale.

If the City did not consummate the sale of the Development Areas by the Outside Sale Date, Tribe/Upstream had the option to acquire all or any portion of the Development Areas from the City for $100 per Development Area (for a maximum amount of $400).

When the Option was exercised by Tribe/Upstream, Tribe/Upstream was thereafter required to market and sell the Property within 5 years. Tribe/Upstream were allowed to pursue alternate development of the Property (or portions thereof) although new approvals were subject to the City’s land use discretion.

Upon Tribe/Upstream ultimately selling the Property, Tribe/Upstream were obligated to transfer 50% of the Net Proceeds to the City.

WINEHAVEN DDA
The principal goal of the Amended Judgment was to induce the sale of the Property, 136

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preferably to a capable developer, and use the proceeds to satisfy Tribe/Upstream claims.

This occurred on September 30, 2020, when the City executed that certain Disposition and Development Agreement (“DDA”) with Winehaven Legacy, LLC (“Developer” or “SunCal” to avoid confusion with Winehaven district) for the sale of all the Development Areas for $45M (“SunCal Sale Price”).

Concurrently with the DDA, the City and Developer also executed that certain Development Agreement dated October 20, 2020, which was recorded against the Property on October 23, 2020, as Instrument No. 2020-247749 in the Official Records of Contra Costa County. The proposed project anticipated 1,452 new residential units plus a mix of uses in rehabilitated historic buildings and 250,000 square feet of new construction for mixed use development on the Property.

Pursuant to the Amended Judgment, the outside sale date for closing the sale to Developer was May 21, 2022.

Pursuant to the DDA, Developer was required to reimburse the City for all costs which it incurred including, but not limited to, attorney fees, reports, processing fees, etc.as set forth in the DDA (“Reimbursement Amounts”). It has not done so and is now a part of the current litigation between Developer and City.

DEVELOPER DEFAULT; GENERAL FUND IMPACT
The DDA included a tentative financing plan, which included the proposal for a Community Facilities District (CFD) to finance the extensive public facilities and services of police and fire needed for the development. The CFD was intended to prevent the Project from having an impact on the General Fund. Extensive finance projections and studies were prepared. The Developer made changes to try and eliminate financial impact on the General Fund. On March 18, 2022, the City Council concluded the impact could not be eliminated and disapproved the CFD. Thereafter, under the Amended Judgment, the City Council proceeded to sell the property to Guidiville Tribe/Upstream through its entity Point Molate Futures (“PMF”). This sale of the 81.56 acres “Development Parcels” was consummated on August 29, 2022. (The City retains ownership of the open space [194 acres] – 70% of the site.) The Developer sought an injunction to block the sale but the Judge refused to grant it due to the fact the Developer was unlikely to succeed.

CEQA LITIGATION SUCCEEDS AND INVALIDATES DEVELOPER ENTITLEMENTS In September, 2020, the City Council adopted Resolution No. 97-20 and Ordinance Nos. 22-20 and 23-20, which together certified the Subsequent Environmental Impact Report (“SEIR”) in compliance with the California Environmental Quality Act (“CEQA”) and approved the land use approvals for the Point Molate Mixed Use Project (“Project”), consisting of a General Plan Amendment, Rezoning, Disposition and Development Agreement, Development Agreement, Design Guidelines, including a Master Planned Area Plan and Historic Conservation Plan, Vesting Tentative Tract Map, Conditional Use Permit, and Major Design Review (the “Entitlements”).

In October 2020, Point Molate Alliance, SPRAWLDEF, Citizens for East Shore Parks, North Coast Rivers Alliance, and other community groups and individuals filed two related Petitions for Writ of Mandate challenging the City’s September 2020 certification of the SEIR and land use approvals for the Project. Raising numerous claims and causes of act, the Petitions asserted causes of action asserting violations of CEQA (the “Alliance 137

01337.0021 2033014.2
Litigation”).

The First District Court of Appeal issued a Final Opinion and Order Modifying Opinion and Denying Rehearing on November 27, 2023, directing the trial court to enter a new judgment and issue a peremptory writ of mandate directing the City to set aside its certification of the final SEIR and the Entitlements.

In compliance with the Opinion and Order of the Court of Appeal, the Superior Court on January 22, 2024, entered a new Judgment and Writ of Mandate ordering the City to:

1. Set aside and vacate its approvals of the Project, including Resolution No. 97-20 and Ordinance Nos. 22-20 and 23-20 adopted on September 8 and 15, 2020, respectively.

2. Decertify the SEIR for the Project (SCH No. 2019070447) for the purpose of addressing the deficiencies identified in the Court of Appeal’s Opinion and rescind the Pt. Molate entitlements; and

3. File a Return to the Writ within 120 days of the Judgment, which Return shall specify the action(s) taken to comply with the terms of the Writ.

STATE OF CALIFORNIA PROVIDES CRITICAL ASSISTANCE
Once the Tribe acquired title through its wholly owned entity, PMF, it began a process of contacting various development entities, and the City received inquiries from these entities. The City also received inquiries from several non-profit entities consistent with the direction on June 21, 2022. PMF eventually decided to negotiate with the East Bay Regional Park District (“Park District” or “District”). The Park District is a system of parklands in Alameda and Contra Costa counties. The system comprises 73 parks spanning across 126,809 acres; 1,330 miles of trails; 55 miles of shoreline. The Park District manages and preserves natural and cultural resources for all to enjoy and protect.

The possibility of the Park District acquiring the Property was greatly enhanced from the State’s actions when it was assured that $36M was reserved in the State’s budget for acquisition and development under Senator Skinner’s SB 179.

TERMS OF THE LOI
The LOI was a nonbinding statement of intentions among three parties. PMF or Tribe as Seller, the District as Buyer, and the City as a facilitator (giving up a financial interest and securing District as Operator of the Property).

Important terms of the LOI include the following:

1. Property. Park District acquires all Development Parcels including Winehaven.

2. Federal Judgment. At Closing, Federal Judgment is dissolved and of no further force and effect and all claims waived and released.

3. Due Diligence; Closing. Parties develop Purchase and Sale Agreement and perform due diligence with Closing before the end of the year.

4. Coastal Conservancy. The State agency must approve the transaction and authorize disbursement of $36M by November 21, 2024 pursuant to SB 179. 138

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5. Maintenance Agreement. City and Park District will enter maintenance/security agreement whereby City continues maintenance and security services for up to one year after Closing at a cost not to exceed $400,000, to allow ramp up of District Services.

6. Remediation. Upon Closing Park District will be responsible for all ongoing environmental remediation activity. City shall not be responsible for remediation of hazardous materials or for environmental conditions on the Property after District takes title.

7. Good Faith Deposit. District deposits $1M into escrow within ten (10) days after execution with $250,000 immediately released and non-refundable.

The remainder non-refundable when (i) the State approves the appraisal, (ii) the District releases conditions, and (iii) Federal Court has motions to modify revenue split to become effective on Closing. Additionally, District must reimburse Tribe $1M to pay legal expenses of transaction.

8. City District Cooperation. District with City Stakeholders (Richmond residents and those with long-time involvement with Point Molate) and City Staff and departments in project planning, and keeping them involved at key milestones.

Note: The City has been spending up to $1 million annually on maintenance and security, including environmental remediation, at Pt. Molate. Other expenses have included preservation of historical structures.

SALE OF PROPERTY TO DISTRICT
The Tribe and District entered into extensive negotiations and concluded a Purchase Sale Agreement in October 2024, which was approved by California State Coastal Conservancy on November 21, 2024, then opened escrow and the transaction is expected to close on August 22, 2025.

MAINTENANCE AND SECURITY AGREEMENT
The most significant unfulfilled term of the LOI is now the finalization of the Maintenance Security Agreement between the District and City, which is the subject of this proposed action. The principal terms of that Agreement are as follows:

1. City to pay for maintenance and site security for one year to a cost cap of $400,000.

2. District to indemnify City for remediation of transferred property and receive remaining Navy funds which are likely insufficient. Transferred property includes Winehaven Historic.

3. No new contracts on Property other than the landscaping and security contracts.

Those contractors will incorporate indemnities of the District at District expense.

4. Reciprocal license agreements to enter properties with notice and repairing any damage.

5. City maintenance standard will not exceed current standards but will mutually inspect property to see if improvements warranted with any upgrades paid for by District.

6. Reasonable measures to prevent dumping and regular removal of debris and trash. 139

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7. Maintenance improvements including benches, tables, signage, etc.

8. Take all actions necessary to reduce the risk of fire and correct unsafe conditions.

9. Collaboration on a long-term maintenance agreement.

10.Removal of City property stored on Property.

11.Maintenance of City Insurance with District assuming insurance obligation thereafter.

12.Dispute resolution process.

All the foregoing suggests that the public entities will have to stay intimately involved for years to come to shepherd this property to realize its full public potential.

FUTURE ACTIONS
Since June 21, 2022 tremendous progress has been made toward altering the future of the Pt. Molate Property, still significant decisions remain concerning the Property and the City. These include:

1. Remediation Plan. While formerly the City was responsible for the remediation efforts, with the sale to District, there is a need for a joint effort to pursue a remediation program, given the continued ownership of District and City. A critical component of this is for District to develop its park development plan so that the remediation standard can be developed.

2. Park Development Plan. The LOI provides some City participation, but the effort by the District is likely to take a year or more.

3. Winehaven Historic Preservation Issues. This becomes the responsibility of District, but the City’s regulatory measures play into this.

4. Developer Litigation. While the City has initially prevailed on the basis of the entitlements being lost through litigation, the matter is on appeal.

CONCLUSION
It has taken some remarkable events for this transaction to come together, considering the community activists and those dealing with the San Francisco Bay, its unique and world-famous locations and resources. It is not surprising how long this has taken. For several decades many have been consumed with trying to put together a formula for the preservation of Pt. Molate. The dedication of many to this mission is illustrated by the fate of some of the prior development proposals and by the State of California and Senator Skinner and others who advocated for the large infusion of resources when the need arose to acquire the Property from the Tribe for the general public benefit.

DOCUMENTS ATTACHED:

Attachment 1 - Agreement for Short Term Maintenance and Security of Property at Point Molate
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01337.0021 2025624.5 1

AGREEMENT FOR SHORT TERM MAINTENANCE

AND SECURITY OF PROPERTY AT POINT MOLATE
This AGREEMENT FOR SHORT TERM MAINTENANCE AND SECURITY OF PROPERTY AT POINT MOLATE (“Agreement”) dated ______________, 2025 (“Reference Date”), is entered into by and between the City of Richmond, a municipal corporation and charter city (“City”), and East Bay Regional Park District, a California independent special district (“District”). City and District are referred to individually as a “Party” and collectively as the “Parties.”

R E C I T A L S
A. Navy Fuel Depot. From 1942 to 1995 the United States of America, acting by and through the Department of the Navy (“Navy”) owned and operated a naval fuel depot, including appurtenant Pier and Navy Fuel structures over State Public Trust lands, on approximately 412 acres of real property located on the southwest side of the San Pablo Peninsula in the City of Richmond (“Point Molate”), depicted as the entire color overlay area on the “Map of Point Molate” attached hereto as Exhibit A.

B. City/Navy ECTA. City and Navy are parties to an Early Transfer Cooperative Agreement dated September 8, 2008 (“ETCA”) under which Navy provided approximately $28,500,000 to City to fund cleanup and remediation of Point Molate and City committed to take certain remedial action under RWQCB Order No. R2-2011-0087 (“RWQCB Order”) to achieve Regulatory Closure of the Area Covered by Environmental Services or ACES (as such terms are defined in the ETCA).

C. Property. Approximately 330 acres of the Point Molate property is now owned by the City of Richmond and is shown in blue and green on Exhibit A (“City Property”); the balance of Point Molate comprising approximately 82 acres and shown in orange on Exhibit A (“Property”) is currently owned by Point Molate Futures, LLC, a Delaware limited liability company (“PMF”). The City Property and the Property are depicted in the “Map of Point Molate.” The federally recognized tribe Guidiville Rancheria of California (“Tribe”) wholly owns PMF.

PMF acquired fee title to the Property from City pursuant to the terms of a negotiated judgment, as amended on November 21, 2019, issued by the United States District Court, Northern District of California (“Amended Judgment”) in Case No. CV12-1326YGR (“Tribe Lawsuit”). Under the Amended Judgment first the City, then the Tribe, had the opportunity to develop the Property with City and Tribe sharing equally in the proceeds of a sale. The City conveyed the Property to PMF in August of 2022.

D. LOI. After the announcement of a State Grant of $36M for acquisition of the important SF Bay Property, the Tribe became interested in selling the Property to the District. In July 2024, after many months of negotiations, City, District and the Tribe executed a non-binding letter of intent (“LOI”) establishing the principles upon which this Agreement is based, including the City’s maintenance obligations during the Maintenance Period as provided herein.

E. District/Tribe Agreement. District, PMF and Tribe are parties to a Purchase and Sale Agreement dated November 1, 2024, as amended by that certain First Amendment dated 141
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January 14, 2025, Second Amendment dated June 25, 2025, and Reinstatement and Third Amendment dated July 17, 2025 under which District, subject to satisfaction of certain conditions, has agreed to purchase the Property from PMF with Tribe’s consent. The Purchase and Sale Agreement, as amended by the First Amendment, is referred to herein as the “District/Tribe Agreement”. The District/Tribe Agreement provides, among other things, that District’s obligation to consummate the purchase of the Property is contingent upon District entering into a maintenance and security agreement (referred to in the District/Tribe Agreement as the operation and maintenance agreement) with City on terms acceptable to District in its sole discretion.

F. City Purpose. The purchase price for the Property under the District/Tribe Agreement is $40 Million, $36 Million of which is to be funded by the grant for open space conservation through the Coastal Conservancy Commission of the State of California. To accomplish the purchase, the City is willing to relinquish its 50% share of the purchase price proceeds as contemplated by the Amended Judgment. City is agreeable to this for these reasons:
(i) City favors the park and open space uses for the long-term use of the Property; (ii) City seeks to have the Amended Judgment fully satisfied; and (iii) City wishes to provide more recreational opportunities for its underserved population. The City also agrees to assist District in its transition to ownership by continuing to perform its maintenance responsibilities for up to one year, but at a cost not to exceed $400,000. City also desires to begin discussions with the District regarding the possibility of establishing long-term joint maintenance protocols for efficient and cost-effective maintenance of the entirety of Point Molate, including the Property and the City Property.

G. District Purpose. District seeks City assistance in transitioning Property operation and management services over time so that District has adequate time to ramp up its Property management capabilities, identify appropriate District staff to undertake those functions, and approve a budget for funding the costs of such services.

H. Summary of Agreement. The Parties now desire to enter into this Agreement to, among other things, set forth certain rights and obligations of the Parties in the event the District/Tribe Closing is consummated, including the Parties’ respective rights and obligations following the closing of the purchase and sale transaction (“District/Tribe Closing”) pursuant to the District/Tribe Agreement with regard to (a) short term maintenance and security of the Property, (b) pursuit of regulatory closure by the California Regional Water Quality Control Board, San Francisco Bay Region (“RWQCB”) of certain Installation Restoration (“IR”) areas located fully or partially within the Property, with the costs associated with achieving regulatory closure of IR areas located partly within the Property and partly within the City Property equitably allocated between City and District, (c) compliance with certain ongoing environmental-related institutional and engineering controls applicable to both the Property and the City Property, with the costs of such compliance work equitably allocated between District and City, and (d) exploration of whether security and maintenance of the entirety of Point Molate, including the Property and City Property, should be jointly administered on a long-term basis to achieve cost savings for the benefit of City and District.

NOW, THEREFORE, City and District hereby agree as follows:
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A G R E E M E N T

1. Incorporation; Effective Date.

1.1 Incorporation of Preamble, Recitals and Exhibits. The preamble paragraph, Recitals and Exhibits, and all defined terms contained therein, are hereby incorporated into this Agreement as if set forth in full.

1.2 Effective Date. Except for City’s obligations under Sections 3.2, 3.3, 3.4, and 3.5 below, which shall be effective as of the Reference Date, the “Effective Date” of this Agreement shall be the date on which District closes escrow for purchase of the Property pursuant to the District/Tribe Agreement. If the closing of the purchase and sale transaction has not occurred by December 31, 2025 or such later date as the parties may mutually agree, then this Agreement shall terminate and neither party shall have any further rights or obligations hereunder.

2. City Disclaimers, Representations and Warranties.

2.1 City Disclaimers.
a. To assist the District in its acquisition of the Property from the Tribe, City has agreed to continue its existing Maintenance and Security Services during the Maintenance Period (defined below). These Maintenance and Security Services are described in Section 4 below. City does not have a duty, and expressly disclaims any obligation, to provide any other services other than as provided herein.
b. While City once owned the Property, the Property was conveyed by City to the Tribe in August 2022. By this Agreement, as an accommodation to the District, City will provide certain specified services, but makes no representation or warranty of any kind concerning the condition of the Property, the suitability of the Property or any structures thereon for District’s intended purposes, or the scope of legal uses permitted on the Property. The only representations that City has made are set forth in Section 2.2(a) and 2.2(b).

2.2 City Cooperation and Representations. City shall cooperate as follows:
a. Access to City Records. City has made available to the District access to all owner records and agreements without restriction and without requiring access to Public Records Act provisions. City will continue providing such cooperation. b. Persons with Rights of Possession. The Amended and Restated License Agreement (“Nematode License Agreement”) between City and Nematode Holdings, LLC, a California limited liability company (“Nematode”) dated December 6, 2016, as amended by that certain First Amendment to Nematode Restated License Agreement dated February 20, 2018, has expired and is now a month-to-month license. At District’s request, the City has signed an acknowledgment that this interest passed by operation of law at the time of City’s transfer to PMF.
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3. City’s Covenants and Obligations Prior to the District/Tribe Closing.

3.1 No New Contracts; Termination of Contracts. From and after the Reference Date, City shall not enter into any new contracts or agreements related to the operation and management of the Property or the improvements thereon (each individually a “Contract” and collectively, the “Contracts”) without District’s prior written consent, which District may withhold or condition in its sole reasonable discretion. District requests that City amend City’s Contract with Allied Universal Protection (security services) and City’s Contract with Forester and Kroeger (landscaping services) (each, individually, a “Contractor”) to require such Contractors to indemnify and hold District harmless. City will endeavor to accomplish this without cost for District. If either Contractor imposes a cost increase upon City due to the requested amendments described herein, City shall provide District with advance written notice of the increase within five (5) business days after City’s receipt of notice of the price increase, accompanied by supporting documentation reasonably acceptable to the District. District shall have the right to approve or disapprove the increase in its reasonable discretion, and shall provide City written notice of its approval or disapproval within ten (10) days after receipt of City’s notice and supporting documentation. If District disapproves the cost increase, City shall have no obligation to pursue the requested amendments described herein.

3.2 Intentionally Deleted.

3.3 Intentionally Deleted.

3.4 License Agreement. Within 30 days following the Effective Date, the Parties shall execute two originals of a License Agreement in substantially the form attached as Exhibit F to (i) allow City to enter the Property from time to time as reasonably necessary to access the City Property in connection with performance of maintenance, inspections and related work on the City Property, and (ii) to allow District to enter the City Property from time to time as reasonably necessary to gain access to the Property in connection with performance of maintenance, inspections and related work on the District Property.

4. City’s Maintenance & Security Related Obligations Following the District Tribe Closing. To assist the District in its acquisition of the Property from the Tribe, City has agreed to continue its existing maintenance/securing services for a 12-month period beginning on the Effective Date and expiring on the first anniversary thereof (“Maintenance Period”). These services are described below. City does not have a duty to provide any other services other than as provided herein.

4.1 City Maintenance and Security Obligations. For the Maintenance Period, City, at its expense, subject to the provisions of Section 4.3 below, shall provide security for the Property and maintain the Property in good order, and in the condition in which it currently exists, and in compliance with the following additional standards, each as applicable (collectively, the “Maintenance and Security Services”):
a. Maintenance, repair, and replacement of fences, gates, and other barriers separating the Property from the City Property and from public rights-of-way as reasonably necessary to ensure that unauthorized persons cannot enter the Property, with any 144
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damage creating a risk of unauthorized entry to be repaired as soon as practicable provided that installation of any new fencing shall be addressed in accordance with the procedures in Section

4.2 below;
b. Regular removal of all debris, trash and refuse as necessary to ensure that there is no unreasonable accumulation thereof;
c. Implementing reasonable preventative measures to deter and prevent the dumping or other disposal in, on, under or about the Property of trash, debris, refuse, Hazardous Material or any other materials, including but not limited to materials that are unsightly or could pose a hazard to human health or safety, native vegetation or wildlife, or the environment; d. Maintenance of existing directional and safety signage in good condition and repair, with repair or replacement of damaged items to be completed as soon as reasonably practicable;
e. Maintenance of benches, picnic tables, and trash containers as reasonably necessary to keep such items in good condition and repair, with repair or replacement of damaged items to be completed as soon as reasonably practicable; f. Maintaining the agreement between City and Allied Universal Protection or a comparable agreement with another mutually acceptable Security Company (the “Security Contract”) for security services in full force and effect, and supervising the performance of the contract in accordance with its terms;
g. Ensuring that all security systems on the Property are in good working order, and ensuring that any necessary repairs to such systems are made as soon as reasonably practicable;
h. The City has a system for dealing with issues concerning the Property, including persons loitering on the Property, where complaints arise and “post orders” are issued by the Captain to the contractor, caretaker, or other responsible person and this system shall be continued;
i. Taking all actions necessary and reasonably appropriate to reduce the risk of fire and correct or provide warnings of any unsafe conditions or hazards on the Property, including implementing and maintaining reasonable safeguards for safety and protection, including posting danger signs, installing barricades, and providing other warnings as necessary or appropriate;
j. Removal of any graffiti as soon as reasonably practicable; k. Maintaining the Vegetation Management Agreement between the City and Forester and Kroeger or a comparable contract with another mutually acceptable landscape maintenance contractor (the “Landscaping Contract”) in full force and effect, and supervising the performance of the contract in accordance with its terms. 145
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For avoidance of doubt, City’s maintenance obligation is to maintain the Property and improvements thereon to their condition existing as of the Effective Date and City is not required to improve the Property or replace existing improvements or install any new improvements. Replacement of existing improvements and installation of any new fencing or other preventative security improvements shall be undertaken in accordance with Section 4.2 below.

4.2 Additional Repair and Security Work. Within thirty (30) days after District/Tribe Closing the Parties shall mutually inspect the Property and identify (i) all minor repairs and preventive measures which should be performed; (ii) minor repairs and new preventive security measures, which may include installation of new fencing, that would mutually benefit the Property and City Property, a plan for performing such work (including identification of the lead contracting party and a schedule and budget for such work), and an equitable allocation of the costs of such mutually beneficial repairs and preventative security measures between City and District; and (iii) any upgrades which District desires and the City is willing to perform on behalf of District and at District expense. The Parties shall develop a schedule for the performance of the repairs. If the repair or replacement cannot be reasonably accomplished within a reasonable period, then City shall be allowed additional time as is reasonably necessary to complete the repair or replacement so long as the City commences efforts to undertake the repair or replacement work within the reasonable period and thereafter diligently prosecutes the repair or replacement to completion.

4.3 Cost Cap on City’s Maintenance and Security Obligations. City shall bear all costs associated with performance of the maintenance- and security-related obligations described in Section 4.1 (“City Costs”) up to a maximum amount of $400,000 (“Cost Cap”). At least fifteen (15) days prior to the District/Tribe Closing, City shall prepare and submit to District a detailed budget of expected City Costs for the entirety of the Maintenance Period. City shall notify District and obtain District’s written approval prior to incurring any City Costs that would cause City to exceed the Cost Cap. Following the District/Tribe Closing, City shall provide a report to District every 60 days showing the City Costs incurred for the preceding 60-day period, the total City Costs incurred from the District/Tribe Closing to the date of the report, and the anticipated Maintenance and Security Services to be performed and associated City Costs anticipated to be incurred over the next 60 days. In the event City projects it will reach the Cost Cap within 60 days following the date of the report, the Parties shall meet and confer to discuss(i) potential modifications to the scope of the Maintenance and Security Services and District’s potential reimbursement of a portion of the City Costs in excess of the Cost Cap, or (ii) termination of this Agreement prior to expiration of the Maintenance Period and transition of the Maintenance and Security Services to the District.

4.4 Potential Collaboration on Long Term Maintenance. During the Maintenance Term, City and District shall meet and confer and explore the possibility of establishing long-term maintenance protocols for the entirety of Point Molate, including the City Property and the Property, and/or achieving efficiencies by jointly retaining one or more contractors to provide security, vegetation management, or other maintenance-related services at the Property and the City Property after the Maintenance Term expires and equitably allocating the costs of such services between City and District. If the City and District reach agreement on one or more of the matters described in this Section 4.4, the Parties shall enter into an amendment of this Agreement or a separate written agreement setting forth the terms of such agreement. 146
01337.0021 2025624.5 7

4.5 City Trailers and Equipment. The Parties acknowledge that City is currently storing on the Property four 40-foot trailers (“City Trailers”) as well as certain Cityrelated equipment and personal property (collectively, “City Equipment”) within Building Six.

Prior to the expiration of the Maintenance Term, City shall remove all City Trailers from the Property and all City Equipment from Building Six and deliver possession of Building Six to District broom clean and free of debris. City shall indemnify, defend and hold harmless District against and from any and all claims, damages, liabilities, and expenses (including attorneys’ fees) to the extent arising from City’s use or occupancy of the City Trailers and Building Six or from any activity, work or other thing done, permitted or suffered by City in or about the location of the Trailers or Building Six. Notwithstanding the preceding sentence, City’s indemnity obligation shall not extend to claims arising from the active negligence or willful misconduct of District.

5. City Insurance Obligations.

5.1 Fire and Extended Coverage Insurance. City shall maintain in effect up to the date of the District/Tribe Closing all fire and extended coverage insurance or joint selfinsurance policies covering the Property and the improvements thereon in the amounts, with companies and with such carriers as are currently in effect. From and after the date of the District/Tribe Closing, District shall be solely responsible for obtaining any fire and extended coverage insurance or joint self-insurance policies with respect to the Property and the improvements thereon. City may meet its insurance obligations under this Section 5.1 via a joint self-insurance pool comprised of City and other local governmental entities.

5.2 Commercial General Liability and Automobile Liability Insurance.

From and after the District/Tribe Closing and continuing until expiration of the Maintenance Period, City, at its sole expense, shall take out and maintain a commercial general liability policy with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. Commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001). If commercial general liability insurance or other form with a general aggregate is used, the general aggregate limit shall be at least Five Million Dollars ($5,000,000). City shall also take out and maintain a comprehensive automobile liability policy in an amount not less than One Million Dollars ($1,000,000) per occurrence.

Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M.

Best’s rating of no less than A:VII. The commercial general liability and comprehensive automobile policies hereunder shall name District as an additional insured with respect to liability arising out of work or operations performed by or on behalf of the City on or about the Property, including materials, parts or equipment furnished in connection with such work or operations.

City shall furnish District with a certificate of insurance evidencing the required insurance coverage and a duly executed endorsement evidencing such additional insured status. To the extent provided by the insurance carrier, the insurance policies shall be endorsed to notify District of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by City shall be primary insurance and shall not be contributing with any 147
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insurance, self-insurance or joint self-insurance maintained by District, and the policy shall so provide. Any insurance, self-insurance or joint self-insurance maintained by District shall be excess of and shall not contribute with the insurance required to be maintained by City. The insurance policies shall contain a waiver of subrogation for the benefit of District. The required certificate and endorsement shall be furnished to District on or before the District/Tribe Closing.

City may meet its insurance obligations under this Section 5.2 via a joint selfinsurance pool comprised of City and other local governmental entities

5.3 Pollution Legal Liability Insurance. City shall maintain in effect the pollution liability policy provided to City by Alliant Insurance Services, Inc. with Policy Number ENPM241000128501 that City obtained to comply with the ETCA (“PLL Policy”) and cause District to be named as an additional insured under the City’s PLL Policy effective as of the date of the District/Tribe Closing, with coverage and additional insured status continuing until the current expiration date of such policy.

6. Indemnification. As soon as practicable and in any event within thirty (30) days after the District/Tribe Closing City shall cause its Security Contract and Landscaping Contract to be amended to add District and its elected and appointed officials, officers, agents, employees, representatives and attorneys to be added as additional named indemnitees and additional insured parties under the indemnity and insurance provisions of such contracts. The contract amendments shall be substantially in the form of Exhibits D and E attached hereto and incorporated herein. See Section 3.2 with regard to costs associated therewith.

7. District Post-Closing Obligations. To the extent District desires to undertake work of park development on the Property following District’s purchase thereof, District planning staff, including the District’s dedicated Office of Equity, will engage with the City’s Community Development Director and community stakeholders (collectively “City and Community”) to ensure a diverse and representative range of community voices are engaged throughout the development process and otherwise advance equitable park access. District’s community engagement efforts shall include: (i) inviting City and Community Groups to engage in the park planning process, including during preparation of an initial scope of work for the proposed park development; (ii) keeping the City and Community Groups apprised of key development project milestones, and specifically inviting them to comment at District public meetings; (iii) providing updates to the City of Richmond Recreation and Parks Commission, Planning Commission, a community advisory group formed by the City Council (or the City Council if no advisory group is formed) at key milestones in the planning and development process; and (iv) providing City staff the opportunity to participate in project stakeholder groups.

8. Default and Remedies. A “Default” means (i) a Party’s breach of any representation or warranty in this Agreement; or (ii) failure to meet, comply with, or perform any other covenant, agreement, or obligation under this Agreement within the times provided for herein following notice and expiration of applicable cure periods as set forth in this Section 8 below.

8.1 Breach of Obligations. If a Party fails to perform its obligations hereunder, the non-defaulting Party shall have the right to notify the defaulting Party of its breach in writing which notice shall specify the deficiencies and actions required to be taken by the defaulting Party 148
01337.0021 2025624.5 9
to cure such deficiencies. The defaulting Party shall correct, remedy or cure the deficiency within thirty (30) days following receipt of such notice; provided, however, if the non-defaulting Party’s written notification states that the problem is urgent and relates to the public health and safety, then the defaulting Party shall have forty-eight (48) hours to rectify the problem, provided, however, if the problem cannot reasonably be rectified within such 48-hour period, the defaulting Party shall be allowed additional time as is reasonably necessary to rectify the problem so long as the defaulting Party commences efforts to rectify the problem within the 48-hour period and thereafter diligently prosecutes such efforts to completion. If the defaulting Party fails to cure the breach within the applicable time set forth in this Section 8.1, then subject to compliance with Section 8.2 below, the non-defaulting Party shall have the remedies described in Section 8.3.

8.2 Dispute Resolution. Prior to any commencing litigation, the non-defaulting Party shall inform the defaulting Party either orally or in writing of the alleged default and request a meeting to meet and confer over the alleged default and how it might be corrected. The Parties through their designated representatives shall meet and confer within ten (10) calendar days of the request therefor in an effort to reach a mutually acceptable resolution, but after a minimum period of negotiation of at least ten (10) days following the initial meeting, either Party may terminate the meet and confer process and pursue litigation.

8.3 Non-Defaulting Party Remedies. The non-defaulting Party’s remedies in the event of a Default by the defaulting Party shall include the right to correct the Default itself at the defaulting Party’s expense, the right to seek specific performance or injunctive relief, and right to all other remedies available at law or equity, provided that neither Party shall be entitled to recover monetary damages or any punitive, consequential, or special damages, whatsoever.

9. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by email, reputable overnight courier, or sent by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received upon the earlier of: (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if mailed, three (3) business days after the date of posting by the United States post office; or (iii) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day. Notice of change of address shall be given by written notice in the manner described in this Section 9. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as set forth below:
149
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If to District: East Bay Regional Park District
Attn: Becky Bremser, Division Lead of Land Acquisition
2950 Peralta Oaks Court
Oakland, CA 94605
Tel: (510) 544-2610
With a Copy to: East Bay Regional Park District
Attn: Jason Rosenberg, Assistant General Counsel
2950 Peralta Oaks Court
Oakland, CA 94605
Tel:510-544-2007
With a Copy to: Burke, Williams & Sorensen
Attn: Gerald J. Ramiza
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Tel: (510) 273-8780
If to City: City of Richmond
Attn: City Manager
450 Civic Plaza
Richmond, CA 94804
Tel: (510) 620-6512
With a Copy to: City of Richmond
Attn: City Attorney
450 Civic Plaza
Richmond, CA 94804
Tel: (510) 620-6509
With a Copy to: Aleshire & Wynder, LLP
Attn: David J. Aleshire
One Park Plaza, Suite 1000
Irvine, CA 92614
Tel: (949) 223-1170

10. Assignment. This Agreement, and the rights and obligations granted hereunder, are personal to City and District and shall not be assigned, conveyed or otherwise transferred under any circumstances. Any attempt by a Party to assign, convey or otherwise transfer its rights or obligations under the Agreement shall be null and void.

11. City Approvals. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise or the context requires otherwise.

12. District Approvals. Whenever a reference is made herein to an action or approval to be undertaken by District, the Division Lead of Land Acquisition or his or her designee is 150
01337.0021 2025624.5 11
authorized to act on behalf of District, unless specifically provided otherwise or the context requires otherwise.

13. Entire Agreement. This Agreement, including the exhibits hereto, contains the entire understanding between the Parties with respect to the subject matter hereof. All prior or contemporaneous agreements, understandings, representations and statements, oral or written are merged in this Agreement and shall be of no further force or effect.

14. Amendments. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party.

15. Interpretation of Agreement. All Parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement. Section titles are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. References to section numbers are to sections in this Agreement, unless expressly stated otherwise. References to specific section numbers shall include all subsections which follow the referenced section. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; (e) “includes” and “including” are not limiting; and (f) “days” means calendar days unless specifically provided otherwise.

16. Non-liability of officials. No council or board member, official, or employee of either Party shall be personally liable to the other in the event of any Default or breach by that Party or for any amount which may become due to the other Party or its successors, or on any obligations under the terms of this Agreement.

17. Relationship of City and District. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of principal and agent, a partnership, joint venture or any other association between City and District.

18. Covenant of Good Faith and Fair Dealing. Each Party, in its respective dealings with the other Party under or in connection with this Agreement, shall act in good faith and with fair dealing.

19. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day, and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term “holiday” shall mean all holidays as specified in Sections 6700 and 6701 of the California Government Code. If any act is to be done by a particular time, that time shall be the time in effect in the State of 151
01337.0021 2025624.5 12
California on the earlier of the day the Party does the act or the last day to do the act. Furthermore, unless otherwise specified, “day” shall mean a calendar day.

20. Governing Law. The laws of the State of California, without regard to its conflict of laws principles, shall govern the interpretation and enforcement of this Agreement.

21. Waiver. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act except those of the waiving Party.

22. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by applicable Laws.

23. Venue. Any legal action regarding this Agreement shall be brought in the Superior Court for Contra Costa County.

24. Time of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof.

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26. Electronic Signatures. This Agreement may be executed by City and District by electronic signature (including Docusign, AdobeSign or other similar electronic signature programs) or PDF signature.

Exhibit List:

A. Map of Property
B. Intentionally Omitted
C. Intentionally Omitted
D. Form of Security Contract Amendment
E. Form of Landscaping Contract Amendment
F. Form of License
[Remainder of Page Intentionally Left Blank
Signature Pages Follow]
152
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IN WITNESS WHEREOF, City and District have executed this Agreement on the respective dates set forth below.

DISTRICT:

EAST BAY REGIONAL PARK DISTRICT,
a California special district
By: __________________________________
Sabrina Landreth, its General Manager
Date: _________________________________
APPROVED AS TO FORM:
______________________________________
Lynne S. Bourgault, District Counsel
153
01337.0021 2025624.5 14
CITY:

CITY OF RICHMOND
By: __________________________________
Eduardo Martinez, Mayor
Date: _________________________________
ATTEST:
______________________________________
Pamela Christian, City Clerk
APPROVED AS TO FORM:
______________________________________
David Aleshire, City Attorney
154
01337.0021 2025624.5 Exhibit A
Exhibit A
Point Molate Diagram
155
01337.0021 2025624.5 Exhibit B
Exhibit B
Intentionally Omitted
156
01337.0021 2025624.5 Exhibit C
Exhibit C
Intentionally Omitted
157
Exhibit D-1
Exhibit D

FORM OF SECURITY CONTRACT AMENDMENT
AMENDMENT 2 PROVISIONS (GENERAL CONDITIONS AND INSURANCE

PROVISION)

1. The General Conditions (Exhibit D) of the Original Contract is hereby amended to require that Contractor add the East Bay Regional Park District as an indemnified party. Paragraph 15 of Exhibit D of the Original Contract is hereby amended as follows, with deletions shown in strikethrough and additions shown in double underlined text:
“(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, East Bay Regional Parks District (“District”), and its and their respective 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, District, or either of its their 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, District, and its and their respective 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.”

1. The Insurance Provision (Exhibit F) of the Original Contract is hereby amended to require that Contractor add the District as an additional insured. Exhibit F of the Original Contract is hereby amended as follows, with additions shown in double underlined text:
“General Liability (primers and excess limits combined): Policy shall be endorsed to include the City of Richmond and East Bay Regional Park District as an additional insured where to be required by written contract.”
“Additional Insured Endorsement: Applicable to General Liability Coverage. The City of Richmond and East Bay Regional Park District and its and their respective officers, 158
Exhibit D-2
officials, employees, agents, and volunteers are to be included as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction to the extent caused by Contractor’s negligent performance of this contract and up to the required insurance coverage amount. http://www.ci.richmond.ca.us/ex.aspx?nid=61” “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 and East Bay Regional Park District for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.” 159
01337.0021 2025624.5 Exhibit E-1
Exhibit E

FORM OF LANDSCAPING CONTRACT AMENDMENT

1. The General Conditions (Exhibit D) of the Original Contract is hereby amended to require that Contractor add the East Bay Regional Park District as an indemnified party. Paragraph 11 of Exhibit D of the Original Contract is hereby amended as follows, with additions shown in double underlined text:

To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City and East Bay Regional Park District (“District”), the City Council, and District’s and City’s boards, commissions, officials, employees, agents and volunteers ("Indemnitees") from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney's fees and costs of litigation ("Claims"), arising from or in any manner connected to Contractor's performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City and District is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City or District. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.”

2. The Insurance Provision (Exhibit F) of the Original Contract is hereby amended to require that Contractor add the District as an additional insured. Exhibit F of the Original Contract is hereby amended as follows, with additions shown in double underlined text “(b)(2) Liability…Additional insured endorsement naming the City, East Bay Regional Parks District (“District”), its City Council, and its and their respective boards, commissions, officials, employees, agents, and volunteers is required.” “(b)(3) Automotive…Additional insured endorsement naming the City, District, its City Council, and its and their respective boards, commissions, officials, employees, agents, and volunteers is required.”
“(e) Additional Insured…The City, the District, its the City Council, and its and their respective boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance.”
“General Liability (primers and excess limits combined): Policy shall be endorsed to include the City of Richmond and East Bay Regional Park District as an additional insured where to be required by written contract.”
160
01337.0021 2025624.5 Exhibit E-2
“Additional Insured Endorsement: Applicable to General Liability Coverage. The City of Richmond and East Bay Regional Park District and its and their respective officers, officials, employees, agents, and volunteers are to be included as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction to the extent caused by Contractor’s negligent performance of this contract and up to the required insurance coverage amount. http://www.ci.richmond.ca.us/ex.aspx?nid=61” “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 and East Bay Regional Park District for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.” 161
01337.0021 2025624.5 Exhibit F-1
Exhibit F

FORM OF RECIPROCAL LICENSE AGREEMENT
This License Agreement (“Agreement”) is entered into as of the Effective Date by and between EAST BAY REGIONAL PARK DISTRICT, a California independent special district (the “District”) and CITY OF RICHMOND, a municipal corporation and charter city (the “City”). The City and the District are each individually referred to herein as a “Party” and collectively as the “Parties.”
A. District is the owner of that certain real property located in the City of Richmond, County of Contra Costa, State of California, and more particularly described on Attachment 1 attached hereto and incorporated herein by this reference (the “District Property”).

B. City is the owner of that certain real property located in the City of Richmond, County of Contra Costa, State of California, and more particularly described on Attachment 2 attached hereto and incorporated herein by this reference (the “City Property”).

C. The City Property and large portions of the District Property are undeveloped land.

Portions of the City Property, which are identified as Parcel M1, Parcel M2, and Parcel M3 of the map of Tract 9611, filed May 9, 2022 in Book 550 of Maps at Pages 48 through 65 of the Official Records of Contra Costa County were dedicated as public streets that have not yet been constructed. Steinmark Drive and Grays Circle are the only constructed public streets that currently provide access to the City Property and the District Property.

D. District and City have entered into an Agreement for Short Term Maintenance and Security of Property at Point Molate dated ________________, 2025 (“Maintenance and Security Agreement”). To allow City to access the District Property to perform its obligations under the Maintenance and Security Agreement and to allow District to access the City Property in connection with certain activities set forth herein, the Parties desire to enter into this Agreement.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T

1. Reciprocal Grant of License. District grants City and any of its employees, officers, agents, consultants, contractors, and subcontractors (each, individually a “City Party” and collectively, the “City Parties”) a non-exclusive, non-possessory license to use the District Property for the purposes and subject to the terms, conditions and restrictions set forth below (“District License”) and City grants District and any of its employees, officers, agents, consultants, contractors, and subcontractors (each, individually a “District Party” and collectively, the “District Parties”) a non-exclusive license to use the City Property for the purposes and subject to the terms, conditions and restrictions set forth below (“City License”).

The District License and the City License are each individually a “License” and collectively the 162
01337.0021 2025624.5 Exhibit F-2
“Licenses.” The District License is given as consideration for the City License, and the City License is given as consideration for the District License.

2. Term. Each License shall commence on the date that the last Party signs this Agreement (the “Effective Date”). The District License shall terminate on the earlier to occur of (i) the date on which District no longer needs to enter on or use the City Property for the purposes provided in this Agreement (ii) termination by District pursuant to Section 10 herein. The City License shall terminate on the earlier to occur of (i) the date on which City no longer needs to enter on or use the District Property for the purposes provided in this Agreement (ii) termination by City pursuant to Section 10 herein.

3. Purpose. The City License shall be for the purpose of allowing City to enter the Property from time to time as reasonably necessary to access the City Property in connection with performance of maintenance, inspections and related work on the City Property, and such other purposes as District may approve from time to time in writing. The District License shall be for the purpose of allowing District to enter the City Property from time to time as reasonably necessary to gain access to the Property in connection with performance of maintenance, inspections and related work on the District Property, and such other purposes as City may approve from time to time in writing.

4. As-Is.

4.1 District represents and warrants that District has inspected and examined the City Property and accepts the City Property in its present "as is" condition.

4.2 City represents and warrants that City has inspected and examined the District Property and accepts the District Property in its present "as is" condition.

5. Notice. At least forty-eight (48) hour’s prior email or telephonic notice shall be provided prior to District’s entry onto the City Property or City’s entry onto the District Property.

The notice provided pursuant to this Section 5 shall include a brief description of the purpose of the entry upon and the persons who will enter the City Property or District Property.

6. Compliance with Laws. All activities and operations of City Parties and District Parties under this Agreement shall comply with all applicable federal, state and local laws and regulations, and in accordance with the Maintenance and Security Agreement. Each Party shall obtain at its own expense any and all permits, approvals, authorizations, and or licenses that may be required by any federal, state or local agency in connection with its exercise of its rights under this Agreement.

7. No Alterations or Changes. City shall make no alterations, changes and/or addition of any character to the District Property in connection with the City’s exercise of its rights under this Agreement, except as permitted under the Maintenance and Security Agreement.

District shall make no alterations, changes and/or addition of any character to the City Property in connection with the District’s exercise of its rights under this Agreement. To the extent 163
01337.0021 2025624.5 Exhibit F-3
nonpermitted changes are made, the Party responsible shall wholly repair the property to the preexisting condition.

8. Indemnification.

8.1 City shall indemnify, defend, and hold harmless the District Parties from and against any and all liability, losses, claims, demands, liens, payments suits, actions, recoveries and judgments arising out of, or in any way connected with, the entry or use of the District Property by any of the City Parties, except to the extent caused by District's sole or active negligence or willful misconduct.

8.2 District shall indemnify, defend, and hold harmless the City Parties from and against any and all liability, losses, claims, demands, liens, payments suits, actions, recoveries and judgments arising out of, or in any way connected with, the entry or use of the City Property by any of the District Parties, except to the extent caused by City's sole or active negligence or willful misconduct.

9. Insurance.

9.1 City Commercial General Liability and Automobile Liability Insurance. At all times during the Term of the City License, City, at its sole expense, shall take out and maintain a commercial general liability policy with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. Commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001). If commercial general liability insurance or other form with a general aggregate is used, the general aggregate limit shall be at least Five Million Dollars ($5,000,000). City shall also take out and maintain a comprehensive automobile liability policy in an amount not less than One Million Dollars ($1,000,000) per occurrence.

Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M.

Best’s rating of no less than A:VII. The commercial general liability and comprehensive automobile policies hereunder shall name District as an additional insured with respect to liability arising out of work or operations performed by or on behalf of the City on or about the District Property, including materials, parts or equipment furnished in connection with such work or operations.

City shall furnish District with a certificate of insurance evidencing the required insurance coverage and a duly executed endorsement evidencing such additional insured status. To the extent provided by the insurance carrier, the insurance policies shall be endorsed to notify District of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by City shall be primary insurance and shall not be contributing with any insurance, self-insurance or joint self-insurance maintained by District, and the policy shall so provide. Any insurance, self-insurance or joint self-insurance maintained by District shall be excess of and shall not contribute with the insurance required to be maintained by City. The insurance policies shall contain a waiver of subrogation for the benefit of District. The required certificate and endorsement shall be furnished to District on or before the Effective Date. 164
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City may meet its insurance obligations under this Section 9.1 via a joint self-insurance pool comprised of City and other local governmental entities.

9.2 District Commercial General Liability and Automobile Liability Insurance.

At all times during the Term of the District License, District, at its sole expense, shall take out and maintain a commercial general liability policy with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. Commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001). If commercial general liability insurance or other form with a general aggregate is used, the general aggregate limit shall be at least Five Million Dollars ($5,000,000). District shall also take out and maintain a comprehensive automobile liability policy in an amount not less than One Million Dollars ($1,000,000) per occurrence.

Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII. The commercial general liability and comprehensive automobile policies hereunder shall name City as an additional insured with respect to liability arising out of work or operations performed by or on behalf of the District on or about the City Property, including materials, parts or equipment furnished in connection with such work or operations.

District shall furnish City with a certificate of insurance evidencing the required insurance coverage and a duly executed endorsement evidencing such additional insured status. To the extent provided by the insurance carrier, the insurance policies shall be endorsed to notify City of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by District shall be primary insurance and shall not be contributing with any insurance, self-insurance or joint self-insurance maintained by City, and the policy shall so provide. Any insurance, self-insurance or joint self-insurance maintained by City shall be excess of and shall not contribute with the insurance required to be maintained by District. The insurance policies shall contain a waiver of subrogation for the benefit of City. The required certificate and endorsement shall be furnished to City on or before the Effective Date.

District may meet its insurance obligations under this Section 9.2 via a joint self-insurance pool comprised of District and other local governmental entities.

10. Termination.

10.1 City reserves the right to revoke the District License granted herein upon ten (10) days prior written notice if District has violated any provision of this Agreement.

10.2 District reserves the right to revoke the City License granted herein upon ten (10) days prior written notice if City has violated any provision of this Agreement. 165
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11. Approvals.

11.1 Discretion. All approvals and determinations of either City or District required or permitted hereunder shall be made in the reasonable discretion of City or District, as applicable, unless otherwise provided herein.

11.2 City Approvals. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City, unless specifically provided otherwise or the context requires otherwise.

11.3 District Approvals. Whenever a reference is made herein to an action or approval to be undertaken by District, the Division Lead of Land Acquisition or his or her designee is authorized to act on behalf of District, unless specifically provided otherwise or the context requires otherwise.

12. Assignment. The City License is personal to City and the City Parties and the District License is personal to District and the District Parties. The District License shall not be transferred by District or any District Party (except to other District Parties) without City’s prior written consent, which may be granted or denied in City’s sole discretion. The City License shall not be transferred by City or any City Party (except to other City Parties) without City’s prior written consent, which may be granted or denied in City’s sole discretion. Any attempt by either City, any City Party, District, or any District Party to transfer their respective License in violation of this Section 12 shall be null and void.

13. Notices. All notices, demands and other formal communications hereunder shall be deemed given if: (i) delivered personally or by courier; (ii) sent by overnight express delivery; (iii) mailed by registered or certified mail (return receipt requested), postage prepaid, or (iv) sent by email in PDF format ("Email Notification") provided that (x) notice received after 5:00 p.m. on a business day or on a non-business day shall be deemed received on the next business day and (y) any sender of an Email Notification also delivers the notice by one of the methods listed in (i)-(iii) (the "Secondary Notice") (provided that if the recipient of the Email Notification responds with an email acknowledgement of receipt (an automatic "read receipt" does not constitute acknowledgement), Secondary Notice is not required), to a party at its respective address set forth below (or at such other address as shall be specified by the party by like notice given to the other party(ies):

City: City of Richmond
Attn: City Manager
450 Civic Plaza
Richmond, CA 94804
with a copy to: City of Richmond
Attn: City Attorney
450 Civic Plaza
Richmond, CA 94804
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District: East Bay Regional Park District
Attn: Becky Bremser, Division Lead of Land Acquisition
2950 Peralta Oaks Court
Oakland, CA 94605
with a copy to: East Bay Regional Park District
Attn: Jason Rosenberg, Assistant General Counsel
2950 Peralta Oaks Court
Oakland, CA 94605

14. Entire Agreement. This Agreement, including all Exhibits and Attachments (which are hereby incorporated by reference), contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by the authorized parties hereof.

15. Interpretation. This Agreement shall be deemed to be jointly prepared by both of the parties hereto, and any ambiguities or uncertainties herein shall not be construed for or against either of the parties hereto. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or constructing the terms, covenants or conditions of this Agreement. Unless the context clearly requires otherwise: (i) the plural and singular numbers shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (iv) “or” is not exclusive; and (v) “includes” and “including” are not limiting. No waiver by any Party of any breach or default of any provision of the Agreement shall be deemed a waiver of any other provision hereof or of any subsequent breach or default by the defaulting Party of the same or any other provision. The invalidity of any provision of this Agreement as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof.

16. Authority. The individuals executing this Agreement have full power and authority to execute and deliver the Agreement on behalf of City and District.

17. Successors and Assigns. Except as otherwise provided in this Agreement, all of the covenants, conditions and provisions of this Agreement will be binding upon and will inure to 167
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the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

18. Time of the Essence. Time is of the essence with respect to this Agreement and all actions authorized hereunder.

19. Venue. The exclusive venue for any disputes or legal actions under this Agreement shall be the Superior Court of California in and for the County of Contra Costa or the US District Court, Northern California District.

20. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California without reference to its choice of law provisions.

21. Non-Liability. No council or board member, official, or employee of either Party shall be personally liable to the other in the event of any Default or breach by that Party or for any amount which may become due to the other Party or its successors, or on any obligations under the terms of this Agreement.

22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23. Electronic Signatures. This Agreement may be executed by City and District by electronic signature (including Docusign, AdobeSign or other similar electronic signature programs) or PDF signature.

IN WITNESS WHEREOF, City and District have executed this Agreement as of the Effective Date.

DISTRICT:

EAST BAY REGIONAL PARK DISTRICT,
a California special district
By: __________________________________
Sabrina Landreth, its General Manager
Date: _________________________________
APPROVED AS TO FORM:
______________________________________
Lynne S. Bourgault, District Counsel
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CITY:

CITY OF RICHMOND
By: __________________________________
Eduardo Martinez, Mayor
Date: _________________________________
ATTEST:
______________________________________
Pamela Christian, City Clerk
APPROVED AS TO FORM:
______________________________________
David Aleshire, City Attorney
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Attachment 1

DISTRICT PROPERTY
[To be inserted]
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Attachment 2

CITY PROPERTY
[To be inserted]
171