Richmond City Council
September 16, 2025

CITY OF RICHMOND

STANDARD CONTRACT
Department: City Project Manager:

City Project Manager E-mail: City Project Manager Phone No:

Vendor No: Contract No:

Description of Services:

The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

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

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________

2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________

4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.

10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.

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

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________ I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
Sumona Majumdar, CEO
Michael Sowle, Financial Director
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the Project Manager ( set forth in Exhibit B) , perform the following services and be compensated as outlined below [or attach service plan if necessary]:

)

CALIFORNIA REGIONAL WATER QUALITY CONTROL BOARD SAN

FRANCISCO BAY REGION
In the matter of:

CITY OF RICHMOND AND

RICHMOND MUNICIPAL
SEWER DISTRICT NO.1,

CONTRA COSTA COUNTY
NPDES Permit CA0038539
(Order R2-2024-0008)
Effluent Limit Violations
)
)
) SETTLEMENT AGREEMENT AND
) STIPULATION FOR ENTRY OF
) ADMINISTRATIVE CIVIL LIABILITY
) ORDER
)
)
R2-2025-1019
Section I: INTRODUCTION
This Settlement Agreement and Stipulation for Entry of Administrative Civil Liability Order (Stipulated Order) is entered into by and between the California Regional Water Quality Control Board, San Francisco Bay Region Prosecution Team (Prosecution Team) and the City of Richmond and Richmond Municipal Sewer District No. 1 (Dischargers) (collectively Parties), and is presented to the California Regional Water Quality Control Board, San Francisco Bay Region (Regional Water Board), or its delegate, for adoption as an Order by settlement pursuant to California Water Code (Water Code) section 13323 and Government Code section 11415.60. This Stipulated Order resolves all the violations alleged herein by the imposition of administrative civil liability against the Dischargers in the amount of $336,000.

Section II: RECITALS

1. The Dischargers operate the Richmond Municipal Sewer District Water Pollution Control Plant (Richmond Plant), a municipal wastewater treatment plant that serves most of the City of Richmond. The Dischargers were formerly a part of West County Agency, a Joint Powers Authority with the West County Wastewater District, which owns and operates the West County Wastewater District Treatment Plant (West County Plant), a municipal wastewater treatment plant that serves the communities of San Pablo, Tara Hills, Rollingwood, Bayview, El Sobrante, portions of Pinole, parts of northern Richmond, and some unincorporated portions of Contra Costa County.

Secondary-treated wastewater from the Richmond Plant and West County Plant is combined prior to discharge to Central San Francisco Bay through a shared outfall (formerly the West County Agency Outfall), Discharge Point 001.

Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

2. The Dischargers are required to operate and maintain the Richmond Plant in compliance with National Pollutant Discharge Elimination System (NPDES) Permit CA0038539 (Permit), an NPDES permit for point source discharges to surface waters of the United States issued pursuant to Clean Water Act section 402 and Water Code Chapter 5.5, Division 7 (commencing with section 13370). The Dischargers are also required to comply with the Permit at Discharge Point 001. The Permit was most recently reissued on June 12, 2024, through Regional Water Board Order R2-2024-0008, which became effective August 1, 2024.

3. Water Code section 13385, subdivisions (h) and (i), requires assessment of mandatory minimum penalties (MMPs) for certain discharge violations. a. Water Code section 13385, subdivision (h)(1) states:

Notwithstanding any other provision of this division, and except as provided in subdivisions (j), (k), and (l), a mandatory minimum penalty of three thousand dollars ($3,000) shall be assessed for each serious violation.
b. Water Code section 13385, subdivision (h)(2) states:

For the purposes of this section, a “serious violation” means any waste discharge that violates the effluent limitations contained in the applicable waste discharge requirements for a Group II pollutant, as specified in Appendix A to Section 123.45 of Title 40 of the Code of Federal Regulations, by 20 percent or more or for a Group I pollutant, as specified in Appendix A to Section 123.45 of Title 40 of the Code of Federal Regulations, by 40 percent or more. c. Water Code section 13385, subdivision (i)(1) states:

Notwithstanding any other provision of this division, and except as provided in subdivisions (j), (k), and (l), a mandatory minimum penalty of three thousand dollars ($3,000) shall be assessed for each violation whenever the person does any of the following four or more times in any period of six consecutive months, except that the requirement to assess the mandatory minimum penalty shall not be applicable to the first three violations:
i. Violates a waste discharge requirement effluent limitation. ii. Fails to file a report pursuant to Section 13260.
iii. Files an incomplete report pursuant to Section 13260.

Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

iv. Violates a toxicity effluent limitation contained in the applicable waste discharge requirements where the waste discharge
requirements do not contain pollutant-specific effluent limitations for toxic pollutants.
d. Water Code section 13385, subdivision (i)(2) states:

For the purposes of this section, a “period of six consecutive months” means the period commencing on the date that one of the violations described in this subdivision occurs and ending 180 days after that date.

4. The Prosecution Team alleges that the Dischargers violated their ammonia, biochemical oxygen demand (BOD5), total suspended solids (TSS), total coliform, and copper effluent limitations 112 times between July 2022 and December 2023. The 47 BOD5, 61 TSS, and 2 total coliform effluent limit violations occurred at Monitoring Location EFF-002 at the Richmond Plant.

The one copper and one ammonia effluent limit violations occurred at Monitoring Location EFF-001 at Discharge Point 001. The Dischargers are subject to MMPs for all 112 of these violations pursuant to Water Code section 13385, subdivisions (h) and (i), as shown in Attachment A, incorporated by reference herein.

5. To resolve the alleged violations in Section II, paragraph 4, by consent and without further administrative proceedings, the Parties have agreed to the imposition of an administrative civil liability of $336,000 against the Dischargers.

6. The Parties have agreed to settle this matter without administrative or civil litigation, and to present this Stipulated Order to the Regional Water Board or its delegate for adoption as an Order by settlement pursuant to Water Code section 13323 and Government Code section 11415.60.

7. The Prosecution Team contends that the resolution of the alleged violations is fair and reasonable, and fulfills all of its enforcement objectives; that no further action is warranted concerning the violations, except as provided in this Stipulated Order; and that this Stipulated Order is in the public’s best interest.

Section III: STIPULATIONS
The Parties incorporate the foregoing Recitals and stipulate to the following:

1. Administrative Civil Liability: The Dischargers hereby agree to the imposition of an administrative civil liability of $336,000 to resolve the alleged violations set forth in Section II, paragraph 4, as follows:

Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

a. No later than 30 days after the Regional Water Board or its delegate signs this Stipulated Order, the Dischargers shall mail a check for $168,000, made payable to “State Water Pollution Cleanup and Abatement Account,” referencing the Order number on page one of this Stipulated Order, to:

State Water Resources Control Board Accounting Office
Attn: ACL Payment
P.O. Box 1888
Sacramento, CA 95812-1888
The Dischargers shall email a copy of the check to the Regional Water Board ([email protected]).
b. The Parties agree that the remaining $168,000 of the administrative liability shall be suspended pending completion of the Supplemental Environmental Project (SEP) described in Section III, paragraph 2, and Attachment B, incorporated by reference herein. No later than 30 days after the Regional Water Board or its delegate signs this Stipulated Order, the Dischargers shall mail a check for $168,000, made payable to “Earth Island Institute,” referencing the Order number on page one to:

KIDS for the BAY
Attn: Mandi Billinge, Richmond Watershed Rangers SEP
1771 Alcatraz Avenue Berkeley, CA 94703

2. SEP Description: The SEP is the Watershed Rangers Program managed by KIDS for the BAY (SEP Implementer). The SEP will provide disadvantaged schools in Richmond with trash cleanup projects that raise awareness of watershed health and social behaviors that contribute to non-point source pollution. Attachment B further describes the SEP and its project milestones, budget, and reporting schedule.

3. Representation and Agreements Regarding the SEP:
a. As a material condition for the Regional Water Board’s acceptance of this Stipulated Order, the Dischargers represent that they will fund the suspended liability of $168,000 (SEP Amount) and support the SEP Implementer to implement the SEP as set forth in Section III, paragraph 2, and attachment B. The Dischargers understand that their promise to fund and implement the SEP with the SEP Implementer, in its entirety and in accordance with the implementation schedule and budget set forth in Attachment B, represents a material condition of this settlement of liability between the Dischargers and the Regional Water Board.
b. The Dischargers agree to (1) spend the SEP Amount as described in this Stipulated Order; (2) provide certified, written reports to the Regional Water Board consistent with the terms of this Stipulated Order; and (3) provide as part of the final report due August 30, 2028, a certification Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

by a responsible official, signed under penalty of perjury, that the SEP Implementer followed all applicable environmental laws and regulations in implementing the SEP, including the California Environmental Quality Act (CEQA), Porter-Cologne Water Quality Control Act, and federal Clean Water Act.
c. The Dischargers further agree that the Regional Water Board has the right to require a third-party audit of the funds expended to implement the SEP at the Dischargers’ cost, and that the Dischargers bear ultimate responsibility for meeting all deadlines and requirements specified in Attachment B.

4. Publicity Associated with the SEP: Whenever the Dischargers, or their agents or subcontractors, publicize one or more SEP elements, they shall state in a prominent manner that the project is undertaken as part of a settlement of a Regional Water Board enforcement action against the Dischargers.

5. Progress Reports and Inspection Authority: The Dischargers will provide reports describing progress implementing the SEP to the Regional Water Board as described in Attachment B. The Dischargers and the SEP Implementer agree that Regional Water Board staff has permission to inspect the SEP at any time with 24-hour notice.

6. Certification of SEP Completion: On or before August 30, 2028, a responsible official of the Dischargers shall submit a final completion report as described in Attachment B and a certified statement, signed under penalty of perjury, that documents the SEP Implementer's expenditures during the SEP completion period, and that the Dischargers completed the SEP in accordance with the terms of this Stipulated Order. The expenditures may include external payments to outside vendors, but may not include the cost of normal, routine work undertaken by SEP Implementer staff. In making such certification, the signatories may rely on normal organizational project tracking systems that capture employee time expenditures and external payments to outside vendors, such as environmental and information technology contractors or consultants. Documentation of SEP completion may include photographs, invoices, receipts, certifications, and other materials reasonably necessary for the Regional Water Board to evaluate SEP completion and the costs incurred. The Dischargers shall provide the Regional Water Board with any additional information reasonably necessary to verify the SEP expenditures and completion.

7. Time Extension for SEP: The Executive Officer of the Regional Water Board may extend the SEP deadlines contained in Attachment B of this Stipulated Order if the Dischargers demonstrate delays from unforeseeable circumstances or circumstances beyond their control, provided that the Dischargers continue to undertake all appropriate measures to meet the Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

deadlines. The Dischargers shall make any deadline extension request in writing. Any approval of an extension by the Executive Officer must be in writing.

8. Regional Water Board Acceptance of Completed SEP: Upon the Dischargers’ satisfaction of their obligations under this Stipulated Order, including SEP completion and any audits, the Executive Officer shall issue a “Satisfaction of Order” terminating any further obligations under this Stipulated Order, permanently suspending the remaining penalty, and resolving the Administrative Civil Liability proceedings.

9. Failure to Expend All Suspended Funds on the Approved SEP: If the Dischargers are unable to demonstrate to the reasonable satisfaction of the Executive Officer that the entire SEP Amount was spent on the completed SEP, the Dischargers shall pay the difference between the SEP Amount and the amount the Dischargers can demonstrate was actually spent on the SEP (Difference). The Executive Officer shall issue a “notice” that requires the Dischargers to pay the Difference to the State Water Pollution Cleanup and Abatement Account within 30 days of the notice issuance date. The Dischargers shall submit payment consistent with the payment method described in Section III, paragraph 1.a. Payment of the Difference shall satisfy the Dischargers’ obligations to implement the SEP.

10.Failure to Complete the SEP: If the SEP is not fully implemented by August 30, 2028, or by the due date if extended pursuant to Section III, paragraph 7, or if there has been a material failure to satisfy a project milestone, the Executive Officer shall issue a Notice of Violation. The amount of suspended liability owed shall be determined by a written, stipulated agreement of the Parties, or if the Parties cannot reach agreement, via a Motion for Payment of Suspended Liability before the Regional Water Board or its delegate. The Dischargers shall be liable to pay the entire SEP Amount, or, if shown by the Dischargers, some portion thereof less the value of any completed milestones as stipulated to by the Parties in writing or as determined by the Motion for Payment of Suspended Liability. Unless the Regional Water Board or its delegate determines otherwise, the Dischargers shall not be entitled to any credit, offset, or reimbursement from the Regional Water Board for expenditures made on the SEP prior to the Notice of Violation’s issuance date. Within 30 days of the Regional Water Board’s or its delegate’s determination of the suspended liability amount assessed for the Dischargers to pay, the Dischargers shall submit payment consistent with the payment method described in Section III, paragraph 1.a. Payment of the assessed amount shall satisfy the Dischargers’ obligation to implement the SEP.

11.Regional Water Board Not Liable: The Regional Water Board and its members, staff, attorneys, and representatives shall not be liable for any injury or damage to persons or property resulting from negligent or intentional Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

acts or omissions by the Dischargers or their directors, officers, employees, agents, representatives, or contractors in carrying out activities pursuant to this Stipulated Order. The Regional Water Board, its members, and its staff shall not be held as parties to, or guarantors of, any contract entered into by the Dischargers or their directors, officers, employees, agents, representatives, or contractors in carrying out activities pursuant to this Stipulated Order.

12.Compliance with Applicable Laws: The Dischargers understand that payment of administrative civil liability in accordance with the terms of this Stipulated Order and/or compliance with the terms of this Stipulated Order is not a substitute for compliance with applicable laws, and that continuing violations of the types alleged herein may subject it to further enforcement, including additional administrative civil liability.

13.Party Contacts for Communications related to this Stipulated Order:

For the Regional Water Board: For the Dischargers:

Natlie Lee, Environmental Scientist
San Francisco Bay Regional Water
Quality Control Board
1515 Clay Street, 14th Floor
Oakland, CA 94612
[email protected]
(510) 622-2325
Counsel:

Paul Ciccarelli, Attorney IV
State Water Resources Control
Board Office of Enforcement
801 K Street, 23rd Floor
Sacramento, CA 95814
[email protected]
(916) 322-3227
Mary Phelps, Water Resource
Division Manager
Bradley Harms, Senior
Environmental Compliance
Inspector
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
[email protected]
(510) 621-1269
[email protected]
Counsel:

Shannon Moore, Chief Assistant
City Attorney
Kimberly Chin, Senior Assistant City
Attorney
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
[email protected]
(510) 620-6509
[email protected]
(510) 620-6709

14.Attorney Fees and Costs: Except as otherwise provided herein, each Party shall bear all attorney fees and costs incurred pursuant to this Stipulated Order.

Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

15.Matters Addressed by this Stipulated Order: Upon the Regional Water Board’s or its delegate’s adoption, this Stipulated Order represents a final and binding resolution and settlement of the alleged violations contained in Section II, paragraph 4, as of the effective date of this Stipulated Order. The provisions of this paragraph are expressly conditioned on the full payment of the administrative civil liability by the deadline specified in Section III, paragraph 1.

16.Public Notice: The Dischargers understand that this Stipulated Order must be noticed for a 30-day public review and comment period prior to consideration by the Regional Water Board or its delegate. If significant new information is received that reasonably affects the propriety of presenting this Stipulated Order to the Regional Water Board or its delegate for adoption, the Prosecution Team may unilaterally declare this Stipulated Order void and decide not to present it to the Regional Water Board or its delegate. The Dischargers agree that they may not rescind or otherwise withdraw their approval of this Stipulated Order.

17.Addressing Objections Raised During Public Comment Period: The Parties agree that the procedure contemplated for public review of this Stipulated Order and the Regional Water Board’s or its delegate’s adoption of this Stipulated Order is lawful and adequate. The Parties understand that the Regional Water Board or its delegate has the authority to require a public hearing on this Stipulated Order. If procedural objections are raised or the Regional Water Board or its delegate requires a public hearing prior to the Stipulated Order becoming effective, the Parties agree to meet and confer concerning any such objections, and may agree to revise or adjust the procedure and/or this Stipulated Order as necessary or advisable under the circumstances.

18.Interpretation: This Stipulated Order shall be construed as if the Parties prepared it jointly. Any uncertainty or ambiguity shall not be interpreted against any one Party. The Parties are represented by counsel in this matter.

19.Modification: The Parties shall not modify this Stipulated Order by oral representation made before or after its execution. All modifications must be in writing, signed by all Parties, and approved by the Regional Water Board or its delegate.

20.If the Stipulated Order Does Not Take Effect: If this Stipulated Order does not take effect because the Regional Water Board or its delegate does not approve it, or because the State Water Resources Control Board (State Water Board) or a court vacates it in whole or in part, the Parties acknowledge that they expect to proceed to a contested evidentiary hearing before the Regional Water Board to determine whether to assess administrative civil liabilities for the underlying alleged violations, unless the Parties agree otherwise. The Parties agree that all oral and written Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

statements and agreements made during the course of settlement discussions will not be admissible as evidence in the hearing or in any other administrative or judicial proceeding. The Parties agree to waive any and all objections based on settlement communications in this matter, including but not limited to objections related to prejudice or bias of any of the Regional Water Board members or their advisors or any other objections that are premised in whole or in part on the fact that the Regional Water Board members or their advisors were exposed to some of the material facts and the Parties’ settlement positions as a consequence of reviewing this Stipulated Order and, therefore, may have formed impressions or conclusions prior to any contested evidentiary hearing on the violations alleged herein in this matter. The Parties also agree to waive any and all objections based on laches, delay, or other equitable defenses related to the period for administrative or judicial review to the extent this period has been extended by these settlement proceedings.

21.Waiver of Hearing: The Dischargers have been informed of the rights Water Code section 13323, subdivision (b), provides and, if the settlement is adopted by the Regional Water Board or its delegate, hereby waive their right to a hearing before the Regional Water Board prior to the Stipulated Order’s adoption. However, if the settlement is not adopted, or if the matter proceeds to the Regional Water Board or the State Water Board for hearing, the Dischargers do not waive the right to a hearing before an order is imposed.

22.Waiver of Right to Petition or Appeal: Except in the instance where the Stipulated Order is not adopted by the Regional Water Board or its delegate, the Dischargers hereby waive their right to petition the Regional Water Board’s or its delegate’s adoption of the Stipulated Order for review by the State Water Board, and further waive their rights, if any, to appeal the same to a California Superior Court and/or California appellate court.

23.Covenant Not to Sue: The Dischargers covenant not to sue or pursue any administrative or civil claims against the State of California, any State agency, or its officers, Board members, employees, representatives, agents, or attorneys arising out of or relating to any matter expressly addressed by this Stipulated Order. This covenant is not intended to bar and does not limit the Dischargers’ rights to sue over other Regional Water Board orders (e.g., permits or cease and desist orders) or limit the Dischargers’ rights to defend against any additional enforcement or other actions taken by the Regional Water Board or its employees, representatives, agents, or attorneys.

Moreover, this covenant shall not release any claims or complaints against any State agency or the State of California, its officers, Regional Water Board members, employees, representatives, agents, or attorneys to the extent such covenant would be prohibited by California Business and Professions Code section 6090.5 or by any other statute, rule, regulation, or legal principle of similar effect.

Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

24.Necessity for Written Approvals: All approvals and decisions of the Regional Water Board or its delegate under the terms of this Stipulated Order shall be communicated to the Dischargers in writing. No oral advice, guidance, suggestions, or comments from Regional Water Board employees or officials regarding submissions or notices shall be construed to relieve the Dischargers of their obligation to obtain any final written approval this Stipulated Order requires.

25.Authority to Bind: Each person executing this Stipulated Order in a representative capacity represents and warrants that he or she is authorized to execute this Stipulated Order on behalf of, and to bind, the entity on whose behalf he or she executes the Stipulated Order.

26.No Third-Party Beneficiaries: Except for the SEP Implementer’s obligations, this Stipulated Order is not intended to confer any rights or obligations on any third party or parties. No third party or parties shall have any right of action under this Stipulated Order for any cause whatsoever.

27.Severability: This Stipulated Order is severable; if any provision is found to be invalid, the remainder shall remain in full force and effect.

28.Counterpart Signatures and Facsimile and Electronic Signatures: This Stipulated Order may be executed and delivered in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, but such counterparts shall together constitute one document.

Further, this Stipulated Order may be executed by facsimile or electronic signature, and any such facsimile or electronic signature by any Party hereto shall be deemed to be an original signature and shall be binding on such Party to the same extent as if such facsimile or electronic signature were an original signature.

29.Effective Date: This Stipulated Order shall be effective and binding on the Parties upon the date the Regional Water Board or its delegate enters the Order incorporating the terms of this Stipulated Order.

Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1 IT IS SO STIPULATED.

12 May 2025 Bill Johnson

CALIFORNIA REGIONAL WATER QUALITY CONTROL BOARD

SAN FRANCISCO BAY REGION, PROSECUTION TEAM
Digitally signed by Bill
Johnson
Date: 2025.05.12 16:27:47
Date: By: -07'00'
Bill Johnson
Chief, NPDES Wastewater and
Enforcement Division
Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1 IT IS SO STIPULATED.

06/03/2025 Mary Phelps

CITY OF RICHMOND
Digitally signed by Mary
Phelps
Date: 2025.06.03 10:31:54
Date: By: -07'00'
Mary Phelps
Project Manager
City of Richmond
Settlement Agreement and Stipulated Administrative Civil Liability City of Richmond and Richmond Municipal Sewer District No. 1

ORDER OF THE REGIONAL WATER BOARD

1. This Stipulated Order incorporates the foregoing Sections I through III by this reference as if set forth fully herein.

2. In accepting this Stipulated Order, the Regional Water Board or its delegate has considered information the Prosecution Team obtained in investigating the allegations set forth in the Stipulated Order or otherwise provided to the Regional Water Board.

3. This is an action to enforce the laws and regulations administered by the Regional Water Board. Issuance of this Stipulated Order is exempt from the provisions of the California Environmental Quality Act (Public Resources Code § 21000 et seq.) in accordance with section 15321, subdivision (a)(2), title 14, of the California Code of Regulations.

4. The Executive Officer of the Regional
Water Board is authorized to refer this
matter directly to the Attorney General for enforcement if the Dischargers fail to perform any of their obligations under this Stipulated Order.

IT IS HEREBY ORDERED pursuant to Water Code section 13323 and Government Code section 11415.60, on behalf of the California Regional Water Quality Control Board, San Francisco Bay Region.

Eileen White Date
Executive Officer
California Regional Water Quality Control Board
San Francisco Bay Region

ATTACHMENT B
Project Description for
Supplemental Environmental Project (SEP) for
Richmond Watershed Rangers Program

1. Project Name
Richmond Watershed Rangers Program

2. Project Amount
$168,000 based on the following:
a. $5,600 per class project
b. 30 class projects over three school years (10 classes per year)

3. Project Lead
Earth Island Institute/KIDS for the BAY
KIDS for the BAY is a project of Earth Island Institute (the fiscal sponsor), a 501(c)(3) organization.

4. Contacts
Mandi Billinge, Executive Director, KIDS for the BAY,
[email protected], (510) 734-3835

5. Project Description
KIDS for the BAY coordinates and supervises watershed stewardship and trash cleanup projects with local schools on a class-by-class basis. Students perform projects with assistance from their teachers and families, and the primary goal of each project is trash removal from nearby neighborhoods, parks, and waterways (e.g., creeks, lakes, bay and delta shorelines). In the process, KIDS for the BAY raises awareness of watershed health and social behavior that contributes to non-point source pollution.

The Watershed Rangers Program prioritizes projects in disadvantaged and environmental justice communities, as encouraged by the State Water Resources Control Board’s (State Water Board) SEP Policy1 and further discussed in sections 6 and 7. This project serves under-resourced schools in the City of Richmond with more than 50 percent low-income students. 1 State Water Resources Control Board Policy on Supplemental Environmental Projects, December 5, 2017.

Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

A. Project Components. KIDS for the BAY oversees the class projects, each of which has four components: (1) two orientations, (2) a school neighborhood survey and trash cleanup, (3) a watershed habitat/urban open space trash cleanup in an area near the school location, and (4) a creek or Bay field trip and trash cleanup, as described below:

1. Orientation. KIDS for the BAY’s orientations for each class prepare participants (e.g., students, teachers, parent chaperones) for project work and cover background education, planning field activities and logistics, and safety.
a. Background. Participants learn about the San Francisco Bay-Delta watershed, including how school neighborhoods connect with water (storm drain system, local creeks, the Bay, and the Pacific Ocean) and how pollutants in stormwater enter and impact this system.

Emphasis is placed on water as a precious resource, the benefits of healthy watershed ecosystems to people and wildlife, and citizen actions that protect and improve water quality in their communities, such as practicing the Five Rs (Reduce, Reuse, Recycle, Rot, and Refuse) to reduce trash, waste, and pollution in the San Francisco Bay watershed.
b. Planning. Participants prepare for field activities and discuss logistics. KIDS for the BAY Educators explain procedures for conducting a neighborhood survey and picking up trash (e.g., using tongs, separating waste from recyclable materials), record keeping (e.g., identifying locations of storm drains and trash hotspots, documenting the types and volume of trash removed), and disposal or recycling processes. KIDS for the BAY Educators provide guidelines for project logistics that are finalized in close coordination with the classroom teacher to include school logistics (parental consent forms, buddy or staying together plans, parent volunteers, etc.).
c. Safety. Students receive training on safe field practices that include staying in the public right-of-way (e.g., walking on sidewalks, not trespassing on residential property) and not handling certain types of wastes that may be encountered (e.g., chemical containers, hypodermic needles, sharp objects). Some sharp objects, such as broken glass, may be removed safely by an adult (KIDS for the BAY Educator, class teacher, or parent volunteer).

2. School Campus and Neighborhood Survey and Trash Cleanups.

Students implement a school campus and neighborhood survey and trash cleanup under KIDS for the BAY direction and supervision. From a walking tour of the school campus and neighborhood, students will identify the number and location of storm drains and the location of any Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

trash hotspots. Trash encountered along the way will be picked up, categorized, counted, and recorded on the neighborhood survey sheets provided by KIDS for the BAY. Campus and neighborhood surveys and trash cleanups will take approximately two hours to complete. KIDS for the BAY will dispose of the trash collected at an authorized disposal or recycling facility, such as the school waste management service or a local city waste management center.

KIDS for the BAY will coordinate school campus and neighborhood surveys and trash cleanup with local municipalities. The locations and contents of significant trash hotspots beyond the scope of the Watershed Rangers Program (e.g., large accumulations of trash, illegally dumped large items, trash containing unsafe materials such as hazardous waste, drug paraphernalia) will be reported to local agencies and city services to request cleanup. Students will calculate the total number of gallons of trash collected over the surveyed area and share results with the local Clean Water Program.

3. Watershed Habitat Trash Cleanup. KIDS for the BAY, students, and the classroom teacher will identify a watershed habitat in an urban open space area within walking distance of the school. This area may be a local area where trash collects (e.g., a local park, creek, lake, or section of Bay shoreline). If no urban open space area is available within the local watershed, a storm drain grate or collection of storm drains in the neighborhood may be selected. KIDS for the BAY will oversee and supervise the watershed habitat trash cleanup. Each participating class will take a walking field trip to clean up trash at the watershed habitat location. Trash will be picked up, categorized, and counted, and students will calculate the total number of gallons of trash collected and share results with the local Clean Water Program. The same safety rules for trash cleanup beyond the scope of the Watershed Rangers Program apply here as set forth above.

KIDS for the BAY will coordinate additional activities in conjunction with the trash cleanup to help students connect with their watershed habitat or to improve community outreach. For example, activities may include increasing connections with the habitat through a sound map, “meeting” the creek, “meeting” a tree, etc. Through these activities, students will observe, study, explore, and connect with the components of a natural watershed habitat. The “Five Rs Relay Race” activities will teach students about using the Five Rs to reduce trash and waste at the source.

4. Creek, Lake, Bay, or Delta Habitat Trash Cleanup. KIDS for the BAY will oversee and supervise a field trip for each participating class to visit a creek, lake, bay, or delta habitat and clean up trash. Trash will be picked up, categorized, and counted, and students will calculate the Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

total number of gallons of trash collected and share results with the local Clean Water Program. The same safety rules for trash cleanup beyond the scope of the Watershed Rangers Program apply here as set forth above. The cleanup will take approximately one hour to complete. KIDS for the BAY will dispose of the trash collected at an authorized disposal or recycling facility, such as the school waste management service or a local city waste management center.

KIDS for the BAY will coordinate additional activities during this trip to help students learn about and connect with aquatic habitats and ecosystems (e.g., a bay scavenger hunt, short nature hike activity).

Students will observe, study, explore, and connect with the components of a natural watershed habitat. Students will complete the Watershed Rangers Program by pledging to make behavior changes, including not littering and practicing the Five Rs to reduce trash and waste in their watershed. Students will write their pledges on environmental pledge cards provided by KIDS for the BAY. They will then share their pledge cards with their classmates and families.

B. Reporting. Once the project start date is
determined with the participating
school and class, quarterly progress reports will be submitted along with one completion report at the end of the final school year. Table 1 provides the timing and schedule of project activities and due dates for these reports.

Reports will document the trash cleanups and other activities described in the project components and record progress toward project completion.

The reports will also cover expenditure justifications (invoices, hourly rates, time sheets, etc.) and project performance measures. Table 1 lists elements of the quarterly reports and the completion report. The Dischargers will submit reports electronically to the following contacts at the San Francisco Bay Regional Water Quality Control Board:

Kerry O’Connor
[email protected]
(510) 622-2460
James Parrish
[email protected]
(510) 622-2381

6. Compliance with SEP Criteria
Trash cleanup is consistent with the Water Boards’ mission to preserve, enhance, and restore the water quality and beneficial uses of San Francisco Bay and its tributaries. Trash is an environmental pollutant regulated by U.S. EPA National Pollutant Discharge Elimination System (NPDES) permits under a municipal regional stormwater permit and statewide industrial and construction stormwater permits. The Watershed Rangers Program does not replace others’ responsibilities for trash management or cleanup but, rather, is
intended to provide third-party assistance in reducing the impact of a social issue.

Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

The Watershed Rangers Program is primarily a pollution reduction SEP; however, project components also include elements of assessment and audit, and environmental restoration and protection SEPs.
· Pollution Reduction SEP – Trash cleanup decreases the amount of waste and pollutants discharging to streams and the Bay. · Assessments and Audits SEP – The identification and reporting of trash hotspots to municipalities through a neighborhood survey and the adoption of a local watershed habitat for monitoring and cleanup is a form of environmental quality assessment and study or monitoring program. · Environmental Restoration and Protection SEP – Trash cleanup at a creek or Bay is nonpoint source program implementation that benefits surface water quality and ecosystems.

7. SEP Policy Support
A SEP must directly benefit or study groundwater or surface water quality or quantity and the beneficial uses of the waters of the State. This project meets this criterion through pollution reduction and assessment that contributes to environmental restoration and protection (item 5). The SEP Policy encourages projects (like the Watershed Rangers Program) that serve disadvantaged and environmental justice communities. This program targets areas where trash is prevalent, cleanup resources are limited, and local communities may be less informed about or engaged with environmental protection and watershed stewardship. KIDS for the BAY has more than 30 years of experience serving disadvantaged and environmental-justice communities by partnering with low- income, urban elementary schools in low-income, environmental-justice communities, including in the following school districts: Oakland Unified, West Contra Costa Unified, San Leandro Unified, Hayward Unified, Pittsburg Unified, Martinez Unified, and Mount Diablo.

KIDS for the BAY programs address environmental health and justice issues that affect the communities they partner with, including urban creek and watershed health, pollution, trash and waste, and access to nature. A goal of KIDS for the BAY is equitable access to environmental education and stewardship opportunities for all children, including English language learners.

Diversity, equity, and inclusion are key guiding principles of KIDS for the BAY programs. To better serve communities, KIDS for the BAY provides internal professional development for staff and strives to develop culturally literate, multicultural environmental leaders. KIDS for the BAY staff receive annual training in diversity, equity, and inclusion; environmental justice; culturally responsive class management; and supporting English language learners.

The KIDS for the BAY website’s list of staff alumni includes many women as well as 75 percent who identify as people of color. During its 30-year history, KIDS for the BAY has helped to develop a new generation of leaders in environmental education and stewardship.

Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

8. Above and Beyond Discharger’s Obligations
This SEP provides no direct benefit to the City of Richmond or Richmond Municipal Sewer District No. 1. These Dischargers have no obligation to provide financial or other support for this project, will receive no direct or indirect benefit for this effort, and will not direct or exercise any control over the project.

9. No
Benefit to the Water Board Functions, Members, or Staff This SEP provides no direct fiscal benefit to the Regional Water Board’s functions, its members, its staff, or any family of its members or staff.

10.Nexus to Nature or Location of Violations
Trash is prevalent throughout the San Francisco Bay watershed, and trash cleanup projects have a broad nexus to violations of stormwater permits and other types of violations or discharges that threaten to impair San Francisco Bay water quality. Trash cleanups will occur in a San Francisco Bay-Delta watershed and help protect San Francisco Bay water quality and beneficial uses by reducing trash inflow.

11.Project Maintenance
While the project will be completed by the end of each school year, KIDS for the BAY has a separate teacher-training program that provides additional opportunities to the participating classrooms outside this SEP. To provide ongoing support for teachers and continue advancing KIDS for the BAY’s mission, KIDS for the BAY staff follow up with partner teachers the year after their participation in the Watershed Rangers Program to review any lessons learned and address the status of the watershed habitat. Staff will invite teachers to participate in a separate program (Blue Watershed Classrooms teacher follow-up support program) to further develop a watershed-friendly, zero-waste classroom and to continue trash cleanup projects in the school neighborhood and at the adopted watershed habitat.

12.California Environmental Quality Act (CEQA) Compliance This is an environmental stewardship, trash cleanup, and monitoring program for elementary school students and is categorically exempt from CEQA (Cal.

Code Regs. Tit. 14, section 15301(h),(i) and section 15333).

13. Project Milestone, Schedule, and Budget
Table 1 lists the primary project milestones, deliverables, and schedule.

Table 2 includes the projected cost for each milestone.

This project budget is for 30 third, fourth, or fifth grade classes of students, their teachers, and volunteer family members to complete the Watershed Rangers Program at a cost of $5,600 per class, 10 classes per year, for 3 years.

Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

Table 1. Project Milestones and Deliverables
Due Date Task Description Deliverable
Year 1:

November 30, 2025
Year 2:

November 30, 2026
Year 3:

November 30, 2027
Project planning: Complete outreach to applicable school districts and engage individual classrooms (teachers). Meet with teachers to set project schedules, sign Letters of Agreement, and distribute informational materials.

None
Year 1:

February 28, 2026
Year 2:

February 28, 2027
Year 3:

February 28, 2028
Milestone 1: Complete project orientations (Item 5.A.1) and neighborhood survey and trash cleanup (Item 5.A.2)
components. Documentation shall include:

1. Narrative description of activities with photographs, including “before and after” photos of trash clean up
areas;

2. Google map (or equivalent) showing locations of survey area, trash cleanup areas, and any trash hotspots;

3. Table listing the total gallons of trash collected by type;

4. Documentation that trash hotspots were reported to the appropriate local agency and city services for cleanup;

5. Identification of trash disposal and recycling centers used; and

6. Account for expenditures.

Quarterly Report 1
Year 1:

April 30, 2026
Year 2:

April 30, 2027
Year 3:

April 30, 2028
Milestone 2: Complete the watershed habitat project
component (Item 5.A.3). Documentation shall include:

1. Narrative description of activities in the local watershed habitat with photos, including “before and after” photos of trash cleanup areas;

2. Google map (or equivalent) showing locations of the
trash cleanup areas and any trash hotspots;

3. Table listing total gallons of trash collected by type;

4. Documentation that trash hotspots were reported to the appropriate local agency and city services for cleanup;

5. Identification of any trash disposal and recycling centers used; and

6. Account for expenditures.

Quarterly Report 2
Year 1:

July 30, 2026
Year 2:

July 30, 2027
Year 3:

July 30, 2028
Milestone 3: Complete creek or Bay trash cleanup project component (Item 5.A.4). Documentation shall include:

1. Narrative description of activities in the habitat with photos, including “before and after” photos of trash
cleanup areas;

2. Google map (or equivalent) showing locations of the
trash cleanup areas and any trash hotspots;

3. Table listing total gallons of trash collected by type;

4. Documentation that trash hotspots were reported to the appropriate local agency and city services for cleanup;

5. Identification of any trash disposal and recycling centers used; and

6. Account for expenditures.

Quarterly Report 3
Year 3:

August 30, 2028
Completion Report: Submit final report with the following elements:

1. Summary of project components reported previously
and any new or updated information about trash
Completion Report
Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

Due Date Task Description Deliverable
cleanups and other activities;

2. Discussion of whether and how the project performance measures described in section 15, below, were met,
including information on compliance with the project
schedule and budget, and/or challenges and reasons for
deviations;

3. Table listing trash cleanup data for the entire project, including total gallons removed by type;

4. Google map (or equivalent) identification of all locations where trash cleanups occurred;

5. Identification of locations where city services were requested and, if known, completed; and

6. Final post-project accounting of expenditures as
described in section 14, below.

7. Certification by a responsible official, signed under penalty of perjury, that the Dischargers completed the
SEP in accordance with the terms of this Stipulated
Order, as described in Section III, paragraphs 3.b and 6 of this Stipulated Order and section 16, below.

Table 2. Project Budget by Milestone
Position Title & Other Line Items Hourly Rate Hours Cost Milestone 1 & Project Planning
Executive Director $75 102 $7,650
Program Manager/Environmental Educator $38 250 $9,500
Program Environmental Educators $32 1100 $35,200
Communications Coordinator $36 92 $3,312
Earth Island 15% fiscal sponsor fees $8,349
Milestone One Subtotal $64,011
Milestone 2
Executive Director $75 48 $3,600
Program Manager/Environmental Educator $38 67 $2,546
Program Environmental Educators $32 460 $14,720
Communications Coordinator $36 40 $1,440
Earth Island 15% fiscal sponsor fees $3.346
Milestone Two Subtotal $25,652
Milestone 3 & Completion Report
Executive Director $75 74 $5,500
Education Manager $38 122 $4,636
Program Manager/Educator $32 520 $16,640
Program Educators $36 82 $2,952
Travel – Field Trip Buses $38,341
Earth Island 15% fiscal sponsor fees $10,218
Milestone Three Subtotal $78,337
TOTAL COST $168,000
Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

14.Final Account of Expenditures
The Dischargers will track all costs and include financial data with quarterly reports. The Dischargers will also provide the Regional Water Board with a completion report, submitted under penalty of perjury, that declares SEP completion, addresses how the expected performance measures for the project were met (see section 16), and provides a final accounting of SEP expenditures, as required by Stipulated Order Section III, paragraphs 3.b and 6.

15.Extension if Necessary
The SEP Completion Date is the due date of the final report unless the Executive Officer approves an extension. If an extension is granted, it shall
also apply to the reports to the Regional Water Board. If an extension is necessary, KIDS for the BAY will submit a written request for such an extension to the Regional Water Board’s Executive Officer and will provide the justification for the delay as required by the Stipulated Order at section III.7.

16.Project Performance Measures
The SEP must achieve all the following performance measures to be deemed complete:

1. Milestone 1: Submit signed teacher contracts and schedules of activities, collect at least five gallons2 of trash for each trash cleanup, submit survey results to the city Clean Water Program, and identify and report the location of any trash hotspots to city services for requested cleanup as applicable.

2. Milestone 2: Register adopted watershed habitat, collect at least five gallons2 of trash for each trash cleanup, submit survey results to city Clean Water Program, and identify and report location of any trash hotspots to city services for requested cleanup as applicable.

3. Milestone 3: Complete creek or Bay field trip, collect at least five gallons2 of trash for each creek or Bay habitat cleanup, submit survey results to city Clean Water Program, and identify and report location of any trash hotspots to city
services for requested cleanup as applicable.
2 The number of gallons of trash collected for each cleanup will be around 5 - 20 gallons depending on conditions. The total number of gallons of trash collected for the three locations for each class will be from around 15 - 60 gallons per class, for a total of approximately 250 - 1,000 gallons of trash.

Settlement Agreement and Stipulated Administrative Civil Liability, Attachment B City of Richmond and Richmond Municipal Sewer District No. 1

4. Completion Report: Submit all deliverables to the Regional Water Board demonstrating that the requirements and deadlines set forth in Table 1 have been met. Report will include project completion description and how performance measures were met; total trash cleanup summary table for all locations, including total gallons removed; Google map (or equivalent) identifying all locations; a summary of city services provided as applicable; and final accounting of expenditures.

The Dischargers will electronically submit all quarterly reports and the completion report to the following contacts:

Kerry O’Connor
[email protected]
(510) 622-2460
James Parrish
[email protected]
(510) 622-2381
San Francisco Bay Regional Water Quality Control Board
1515 Clay Street, 14th Floor
Oakland, CA 94612
Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:

a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.

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

c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:

Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804

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

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

b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.

Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Attn:

Email: ________________________________________________ Contract No: ________ For the Contract between the City of Richmond and
_____________________________

EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.

The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.

2. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.

3. STANDARD OF CARE:

Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.

b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.

d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:

a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).

b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.

Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

8. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.

The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

9. TERMINATION:

a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.

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

10. CONFLICT OF INTEREST:

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

11. HOLD HARMLESS:

a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, 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 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. 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.

b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:

a. 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 City Council or its designee.

b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.

The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for Contract No: ________ For the Contract between the City of Richmond and
_____________________________
money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.

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

d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.

e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.

f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”

g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.

13. SAFETY:

a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.

Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable Contract No: ________ For the Contract between the City of Richmond and
_____________________________
federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.

b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.

Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. INSURANCE:

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

15. COMPLIANCE WITH ALL APPLICABLE LAWS:

a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,

2.52, 2.56, and 2.60, if applicable.

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

Contract No: ________ For the Contract between the City of Richmond and
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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.

d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.

Contractor agrees to abide by the terms and conditions of said policies.

16. INTEGRATED CONTRACT:

The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.

17. CONFLICTING PROVISIONS:

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

18. FORCE MAJEURE:

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

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of Contract No: ________ For the Contract between the City of Richmond and
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California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. CLAIMS:

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

21. INTERPRETATION:

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

22. WARRANTY:

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

23. SEVERABILITY:

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

24. AUTHORITY:

City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, Contract No: ________ For the Contract between the City of Richmond and
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. WAIVER:

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

26. COUNTERPARTS:

This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):

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

Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT E

SPECIAL CONDITIONS

The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):

Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT F

INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.

1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.

Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.

Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.

Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.

2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):

Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Contract No: ________ For the Contract between the City of Richmond and
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The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.

3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.

INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT G

SANCTUARY CITY COMPLIANCE STATEMENT

The undersigned, (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.

Printed Name: Title:

Signed: Date:

Business Entity: