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 Amendmen t dated
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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 secur ity 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, t he “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. B y this Agreement, as an accommodation to the District, City will provide certain specified s ervices, 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 C ontractors 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 amendment s 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 Dist rict 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 right s-of-way as reasonably necessary to ensure that unauthorized persons cannot enter the Property, with any
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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.
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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 l ong 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 C ap 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 C osts 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 m aintenance-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.
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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 City - related 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 self - insurance 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. C ommercial general liability c overage 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
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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 self - insurance 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 proce ss; 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
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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 notic es given pursuant to this Agreement shall be as set forth below:
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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
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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 P arties 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 m andatory, and “may” is permissiv e; (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
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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]
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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
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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
01337.0021 2025624.5 Exhibit A
Exhibit A
Point Molate Diagram
01337.0021 2025624.5 Exhibit B
Exhibit B
Intentionally Omitted
01337.0021 2025624.5 Exhibit C
Exhibit C
Intentionally Omitted
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, whe ther 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,
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.”
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.”
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.”
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.
N
OW 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 Par ty” 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
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
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.
01337.0021 2025624.5 Exhibit F-4
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 po licy 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 comprehe nsive 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.
01337.0021 2025624.5 Exhibit F-5
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) witho ut 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 pre paid, 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
01337.0021 2025624.5 Exhibit F-6
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) t he 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
01337.0021 2025624.5 Exhibit F-7
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
01337.0021 2025624.5 Exhibit F-8
CITY:
CITY OF RICHMOND
By: __________________________________
Eduardo Martinez, Mayor
Date: _________________________________
ATTEST:
______________________________________
Pamela Christian, City Clerk
APPROVED AS TO FORM:
______________________________________
David Aleshire, City Attorney
01337.0021 2025624.5 Exhibit F-9
Attachment 1
DISTRICT PROPERTY
[To be inserted]
Attachment 2
CITY PROPERTY
[To be inserted]