Richmond City Council
December 16, 2025

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

CITY OF RICHMOND

STANDARD CONTRACT
Department: Public Works Project Manager: Jené Levine Snipes Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 307-8132
PR No: Vendor No: 3982 P.O./Contract No: 6376
Description of Services:

Project Management and Construction Management services for the Shields Reid Park Renovation Project
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:

Macks Craic, Inc. dba Mack5
Company Name:

Street Address: 1000 Broadway, Suite 260
City, State, Zip Code: Oakland, CA 94607
Contact Person: Manil Bajracharya
Telephone: (510) 595-3020 Email: [email protected]
Business License No: 40040381 / Expiration Date: December 31, 2023 A California corporation, limited liability corporation general partnership, D limited partnership, L individual, L non-profit corporation, individual dba as [specify:]_
other [specify:]

2. Term. The effective date of this Contract is November 1, 2022 and it terminates December 31, 2025 unless terminated as provided herein.

Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 551,400 . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

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

City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

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

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

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a meticipateop ration Macks Craic, Inc. dba Mack5
Edwardo Martines.

By
086C427628CC481...

Prehe corporation eaten snor so aro
ву: Manil Bagracharya (President.

Title: - C7C8181D733441F.

I hereby certify that this Contract Title: President
has been approved by City Council.
- DocuSigned by: Date Signed: */10/2023
Pamela Cleristian
By: - C6643BFF4A43406.

City Clerk
(* The Corporation Chief Financial Officer,
Secretar? greedstint Secretary should sign below)
Approved as to form: Eve Melson
— DocuSigned by: By: 4207055F1F69457.
for CFO
By: - 0F098C1E4C50485. Title:
-
City Attorney 1/10/2023
Date Signed:
- DocuSigned by: (NOTE: Pursuant to California Corporations Daniel Chavarria Code Section 313, if Contractor is a corporation or nonprofit organization, this Contract (1) mus
A87539EDCCFE427... he signed by (a) the Chairperson of the Board President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C For the Contract between the City of
Rickso Clac, Inc. dba Macks

EXHIBIT A

SERVICE PLAN
Public Works
Contractor shall, to the satisfaction of the _ perform the following services and be compensated as outlined below:

1.) Design Entitlement, Permit Phases $189,000

2.) Contractor Procurement Phase $28,960

3.) Construction Phase $313,200

4.) Grant Closeout $20,240
Total $551,400.00
Proposal dated July 13, 2022 and the work detailed therein are incorporated into this contract by this reference.

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C mack
July 13, 2022
mack Services:

Jene' Levine Snipes
Development Project Manager
Owner's Representative City of Richmond, CA
Project Management Re: Proposal for Project and Construction Management Services Shields-Reid Park Project
Construction Management
Dear Ms. Snipes:

Cost Management
Thank you for the opportunity to provide Project & Construction Management services proposal for the Shields-Reid Park project.

Cost Planning
Project Background
phone 510.595.3020 City of Richmond received $8 million funding from State of California through the Prop. 68 fax 510.595.1755
grant to renovate the existing Shields-Reid Park. The redesigned park will include children's mack play area, bike pump track, stage, public art, basketball courts, exercise area, community area, landscaping and parking.

Headquarters
1900 Powell Street It is our understanding that the Placeworks will be contracted to provide the design services, Suite 470
Emeryville, CA 94608 and the City's Art & Culture Manager will be managing the public art component of the project.

Richmond Office
322 Harbour Way It is also our understanding that mack5 will be managing and coordinating City's internal Suite 16 processes along with leading the communication, reporting, reimbursement request and Richmond, CA 94801
coordination with the Office of Grants and Local Services (OGALS).

Proud Member of
CMAA Scope of Services
Constracãion Managemeet Association of America
Our proposed scope of services is as follows:

Design & Entitlement Phase (10 months)
• Assist with project set up, start up
• Develop project budget and schedule; update as needed MEMBER • Manage design process, review design documents Attend project meetings as needed
Monitor design team work progress
Assist with internal City processes and approvals
Proud Member of
• Assist with planning and entitlement
• Work with project team to control costs
Assist the City with grant reporting, reimbursement request, cost tracking Assist with coordinating project public art with park design Focatur Assist with resolving issues related to design
CALIFORNIA PARK & •

RECREATION SOCIETY
Coordinate utility applications
Participate in community outreach as needed

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Building Permit Phase (2 months)
• Assist design team with building permit application
• Monitor permit process for timely comments and resubmittal • Assist with resolution of permit issues
Contractor Procurement (2 to 3 months)
• Assist with bid document preparation
Manage contractor bid process
Assist project team with vetting and responding to Bid RFIs • Schedule, attend pre-bid meeting and job walk
• Attend bid opening; review, analyze bids
• Assist with contractor contract award
Construction Phase (12 months)
• Schedule and attend project preconstruction meeting
Schedule and attend weekly construction meetings
Assist the contractor with existing condition documentation Review/analyze contractor's schedules, look ahead schedules Review contractor's staging plans, work plans, safety plans etc Monitor the RFI and submittal processes; ensure timely review and responses Conduct site visits regularly to monitor contractor work progress and performance • Review contractor's pay applications & other invoices; recommend payment • Review contractor change orders; negotiate change orders • Provide independent estimates if needed for evaluating change orders Update/track project budget and construction costs
Monitor contractor's compliance with contract documents Provide document control and e-filing of the project documents Attend project related meetings as needed
Assist with resolving design and construction related issues Assist with coordinating public art with construction
Assist with coordinating utility work
Assist with scheduling testing and inspections
• Assist with updates to the community
• Assist with grant reporting and reimbursement request submittals Assist with coordinating site visits by OGALS staff
• Schedule, attend punch walk, ensure punch list is distributed timely Monitor punch list correction; ensure work is completed Manage project closeout with the contractor
• Ensure as-builts, operation & maintenance manuals are submitted to the City.

Review/approve final payment, release of retention
Resolve any claims and disputes (if any)
Grant Closeout with OGALS (3 months)
• Coordinate, attend project walk with OGALS
• Assist with resolution of outstanding issues
• Submit final project reports
mack • Submit final reimbursement request

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Fee:

Our proposed fee for the above scope of services are as follows:

Design, Entitlement, Permit Phases $189,000
Contractor Procurement Phase $28,960
• Construction Phase $313,200
• Grant Closeout $20,240
Total Fee $551,400
We propose to invoice monthly fixed fee prorated over the duration of each phase.

We recommend that the City budget an allowance for $1,000 for reimbursable expenditures like printing, delivery, postage, travel outside bay area etc.

This fee is based on the scope of services and durations described herein with our services starting in October 2022. Should our services be required for a longer duration, or should additional tasks be requested of mack, we will submit a supplemental fee proposal.

Thank you again for the opportunity to submit this proposal. Please let us know if the City has any questions about this proposal.

Sincerely,
Man
Manil Bajracharya
Principal
Senior Project Manager
mack®
mack

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C For the Contract between the City of
RisbR3°epafd, Inc. dba Mack5

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

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

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Jené Levine Snipes _Department: Public Works PO Box 4046
Richmond, CA 94804-0046

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

5. 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.

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

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

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C For the Contract between the City of
Racks Caic, Inc. dba Mack5

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked tor next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Jené Levine Snipes
City of Richmond
440 Civic Center Plaza
Richmond, CA 94804-0046

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

Manil Bajracharya
Macks Craic, Inc. dba Mack5
1000 Broadway, Suite 260
Oakland, CA 94607
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

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

General Conditions/EJ/TE 01-19-11 2 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 3 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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

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

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

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 4 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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

General Conditions/EJ/TE 01-19-11 5 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

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

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

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

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

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C City reserves the right to employ other Contractors in connection with the project.

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

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

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 10 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C toward effecting the purpose of this Contract, and the validity and entorceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

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

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

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

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

39. Performance and Final Acceptance.

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

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

General Conditions/EJ/TE 01-19-11 12 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

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

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

General Conditions/EJ/TE 01-19-11 13 of 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C For the Contract between the City of
Rishkgaid, inc. dba Mack5

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

Grant Administration Guide for the California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access for All Act of 2018 COMPETITIVE GRANT PROGRAMS dated September 2020 (attached).

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Grant Administration Guide
for the
California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access for All Act of 2018

COMPETITIVE GRANT PROGRAMS
September 2020

ALIFORNI PROP
U
SINCE 1864
tate of California
arks & Water Bond 2015
State of California
The Natural Resources Agency
Department of Parks and Recreation
Office of Grants and Local Services (OGALS)
"Creating Community through People, Parks, and Programs" Send correspondence to:

Street Address for Overnight Mail: Mailing Address:

Calif. Dept. of Parks and Recreation Calif. Dept. of Parks and Recreation Office of Grants and Local Services Office of Grants and Local Services 1416 Ninth Street, Room 918 P.O. Box 942896
Sacramento, CA 95814 Sacramento, CA 94296-0001
Phone: (916) 653-7423
Website: http://www.parks.ca.gov/grants
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

STATE OF CALIFORNIA

DEPARTMENT OF PARKS AND RECREATION

STITORA
1021.

ITE PA
Department Mission
The mission of the California Department of Parks and Recreation is to provide for the health, inspiration, and education of the people of California by helping to preserve the state's extraordinary biological diversity, protecting its most valued natural and cultural resources, and creating opportunities for high-quality outdoor recreation.

Community Engagement Division Mission
The mission of the Community Engagement Division is to encourage healthy communities by connecting people to parks, supporting innovative recreational opportunities, embracing diversity, fostering inclusivity, and delivering superior customer service, with integrity for the enrichment of all.

The Office of Grants and Local Services Mission
The mission of the Office of Grants and Local Services is to address California's diverse recreational, cultural and historical resource needs by developing grant programs, administering funds, offering technical assistance, building partnerships and providing leadership through quality customer service.

OGALS VISION GOALS
To Be:
• A leader among park and recreation professionals.
• Proactive in anticipating public park and recreation needs and how new legislation and grant programs could best meet these needs.
• Honest, knowledgeable and experienced grant administration facilitators. • Sensitive to local concerns while mindful of prevailing laws, rules and regulations. • Perceptive to opportunities for partnerships, growth and renewal where few existed before.
• Committed to providing quality customer service in every interaction and transaction.
• Responsive to the needs of applicants, grantees, nonprofit organizations, local governments, legislative members, and department employees.

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

TABLE OF CONTENTS
GRANT PROCESS. ..2
Projects Involving Acquisition ..3
Eligible Acquisition Costs.. ..3
Development Projects. . 4
Eligible Development Costs 4
Funding Sources Form.. 6
CEQA Compliance Certification 7
SPECIAL REQUIREMENTS ..8
Greenhouse Gas Emissions Reduction and Carbon Sequestration... ..8 Status Report. 9
Bond Act Sign 11
Deed Restriction 12
Three-Bid Process.. 16
Fidelity Bond 17
GRANT PAYMENTS 18
Rural Recreation Tourism Match 19
Payment Request Form.. 21
Grant Expenditure Form 22
Project Completion Packet. 23
COMPETITIVE GRANT PROGRAM CONTRACT .. 28
ACCOUNTING AND AUDITS.. .. 35
Accounting Requirements.. 35
Audit Checklist 36
Definitions 37
Words and terms shown in SMALL CAPS are found in the definitions section.

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Background
This guide provides grant administration procedures and requirements for competitive projects funded by Proposition 68, the California Drought, Water, Parks, Climate, Coastal Protection and Outdoor Access For All Act of 2018. OGALS retains the right to waive requirements not mandated by statute.

Grant Process

1. Applicants receive a letter from oGALS indicating an application has been selected for funding.

2. Applicants attend a mandatory grant administration workshop.

3. If applicable, applicant fulfills any unmet application requirements.

4. OGALS sends a contract to the applicant:
a. The CONTRACT section, beginning on page 28, includes a sample contract. b. The applicant returns the contract signed by the AUTHORIZED REPRESENTATIVE to OGALS within 60 days of receipt.
c. OGALS returns a copy of the fully executed contract, at which point the applicant becomes a GRANTEE.

5. Payments and end of GRANT PERFORMANCE PERIOD: GRANTEE requests payments for ELIGIBLE COSTS. The GRANT payments section, beginning on page 18, provides payment request instructions and forms.
• The GRANTEE completes PROJECT no later than December 31, of the year before the GRANT liquidation date as shown on the contract.
• The GRANTEE sends PROJECT COMPLETION PACKET(s) to OGALS no later than March 31, of the year the GRANT liquidates.
• OGALS processes the final payment request after each PROJECT is complete as documented by the GRANTEE in the PROJECT COMPLETION PACKET, and as verified by ogALs by conducting a site inspection.

6. Accounting and Audit: DPR's Audits Office may conduct an audit. The GRANTEE is required to retain all PROJECT records for five years following issuance of the final GRANT payment or PROJECT termination, whichever is later. The Accounting and Audit Section, beginning on page 35, provides directions and an Audit Checklist for DPR audit and accounting requirements.
2 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Projects Involving Acquisition
Acquisition Rules

1. Purchase price cannot exceed the appraised value, even if the GRANTEE is willing to pay the difference.

2. Associated acquisition costs, such as appraisals, escrow fees, title insurance, etc., are considered pre-construction costs, which are limited to 25% of the GRANT.

3. The GRANteE must record a deed restriction on the property after the acquisition is complete.

4. GRANTEE must provide title insurance.

Acquisition Documentation
For each parcel to be acquired, submit the following documents:

1. An appraisal conducted within the last twelve months.

2. A separate letter from an independent third party, AG-rated appraiser, certified by the California Office of Real Estate Appraisers, stating the appraisal was reviewed, and was completed using acceptable methods.

For easement acquisitions, in addition to the requirements above, provide:

3. A copy of the proposed easement guaranteeing the authority to use the property for the purposes specified in the application.

For relocation costs, in addition to the requirements above, provide:

4. A letter signed by the AUTHORIZED REPRESENTATIVE, listing the relocation costs for each displaced tenant, certifying that the relocation amount does not exceed the maximum allowed pursuant to Government Code §§7260-7277.

Eligible Acquisition Costs
• IN-HOUSE EMPLOYEE SERVICES - see accounting rules for more information (page 35) • GRANT/PROJECT administration and accounting
• Public meetings/focus groups/design workshop
• Appraisals, escrow fees, surveying, other costs associated with acquisition • Cost of land
Ineligible Acquisition Costs - Cannot be charged to the GRANT • Costs incurred outside the GrANt performance period
• Cost for land acquired through eminent domain or condemnation • Acquisitions where purchase price is greater than appraised value • Costs to fulfill any mitigation requirements imposed by law (PRC §80020) 3 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Development Projects
Development Project Rules

1. Contracted work must comply with the provisions of §1771.5 of the State Labor Code.

2. GRANTEE must have adequate liability insurance, performance bond, or other security necessary to protect the State and GRANTEE's interest against poor workmanship, fraud, or other potential loss associated with the completion of the PROJECT.

3. PRE-CONSTRUCTION COSTS may not exceed 25% of the GRANT.

4. PROJECTS must be accessible, including an accessible path of travel to the PROJECT.

Eligible Development Costs
All costs must be incurred within the GRANT PERFORMANCE PERIOD. Costs listed below are examples of eligible costs, and not inclusive. Contact oGALs if you have any questions regarding a PROJECT cost.

Eligible Pre-construction Costs - up to 25% of GRANT; incurred prior to groundbreaking as determined by the grantee
• Public meetings, focus groups, design workshops
• Plans, specifications, construction documents, and cost estimates • Permits
• Financing
• CEQA
• Bid preparation and packages
• IN-HOUSE EMPLOYEE SERVICES prior to groundbreaking
• GRANT/PROJECT administration and accounting prior to groundbreaking Eligible Construction Costs - up to 100% of the grant; incurred after groundbreaking
• Construction - necessary labor and construction activities to complete the PROJECT, including site preparation (demolition, clearing and grubbing, excavation, grading), onsite implementation and construction supervision
• Equipment - equipment use charges (rental and in-house) must be made in accordance with GRANTEE's normal accounting practices
• Bond and other signs
• Premiums on hazard and liability insurance to cover personnel or property • Purchase and installation of equipment: security cameras, lighting, signs, display boards, sound systems, video equipment, etc.
• Construction management, including site inspections and PROJECT administration • Miscellaneous - other costs incurred during the construction phase, such as transporting materials, equipment, or personnel, and communications • Financing
• IN-HOUSE EMPLOYEE SERVICES after groundbreaking
• GRANT/PROJECT administration and accounting after groundbreaking DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Ineligible Development Costs - Cannot be charged to the grant • PRE-CONSTRUCTION COSTS that exceed 25% of the GRANT
• Development to fulfill any mitigation requirements imposed by law (PRC §80020) • All non-capital costs, including interpretive and recreational programming, software and software development
• Construction or improvements to facilities that are not primarily designated for recreational purposes, such as park district offices
• Furniture or equipment not site specific and not necessary for the core function of a new facility (non-capital outlay)
• Construction costs incurred outside of the park boundaries • Costs incurred before or after the GRANT PERFORMANCE PERIOD • Indirect costs - overhead business expenses of the GRANTEE's fixed or ordinary operating costs (rent, mortgage payments, property taxes, utilities, etc.) • Food and beverages
• Out-of-state travel
• Repairs - activities performed to a section of a structure that are intended to allow the continued use
• Maintenance - activities intended to be performed on a regular basis to maintain the expected useful life of a structure
• Fundraising and grant writing
Accounting Rules for In-House Employee Services
GRANTEES must follow these accounting practices for services performed by its employees to be eligible for reimbursement:
• Maintain time and attendance records as charges are incurred, identifying the employee through a name or other tracking system, and that employee's actual time spent on the PROJECT.
• Time estimates, including percentages, for work performed on the PROJECT are not acceptable.
• Time sheets that do not identify the specific employee's time spent on the PROJECT are not acceptable.
• Costs of the salaries and wages must be calculated according to the GRANTEE's wage and salary scales, and may include benefit costs such as vacation, health insurance, pension contributions and workers' compensation.
• Overtime costs may be allowed under the GRANTEE's established policy, provided that the regular work time was devoted to the same PROJECT.
• May not include overhead or cost allocation. These are the costs generally associated with supporting an employee, such as rent, personnel support, IT, utilities, etc.

If claiming IN-HOUSE EMPLOYEE SERVICES costs, provide a sample timesheet in advance for OGALS review to confirm these accounting practices are being followed. 5 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

SANTORAL
Funding Sources Form
GRANTEE: PROJECT Name:

PROJECTS funded by the program are not complete until the PROJECT SCOPE is complete and the PROJECT is open to the public. PROJECTS will:
• Be entirely funded by the GRANT, or
• Require funds in excess of the GRANT.

If the PROJECT requires funds in excess of the GRANT, the SCOPE of the PROJECT may be either the scope of the larger project, or a subset of the larger project.

For example, if the PROJECT is $100,000 towards construction of a $500,000 park, the scoPE can be the $500,000 park, or a $100,000 element of the park, such as a playground, that can be complete and open to the public. • The PROJECT will be entirely funded by the GRANT, or
The PROJECT requires funds in excess of the GRANT:
• The scope is the same as the scope of the larger project, or • The scope is a subset of a larger project, the scope of that larger project is:

Larger project cost: $ Anticipated completion date:

List all funds that will be used. Submit revised Funding Sources form should funding sources be added or modified.

Funding Source Date Committed Amount
SPP/State of California July 1, 2019 $
$
I represent and warrant that I have full authority to execute this Funding Sources Form on behalf of the GRANTEe. I declare under penalty of perjury, under the laws of the State of California, that this status report, and any accompanying documents, for the above- mentioned GRANT is true and correct to the best of my knowledge.

AUTHORIZED REPRESENTATIVE Signature Date
Print Name and Title
6 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

STUTORN
CEQA Compliance Certification
GRANTEE:

Project Name:

Project Address:

Is CEQA complete? DYes No Is completing CEQA a PROJECT SCOPE item? DYes [No What document was filed, or is expected to be filed for this project's CEQA analysis:

Date complete/expected to be completed
• Notice of Exemption (attach recorded copy if filed)
• Notice of Determination (attach recorded copy if filed) • Other:

If CEQA is complete, and a Notice of Exemption or Notice of Determination was not filed, attach a letter from the Lead Agency explaining why, certifying the project has complied with CEQA and noting the date that the project was approved by the Lead Agency.

Lead Agency Contact Information
Agency Name:

Contact Person:

Mailing Address:

Phone: () Email:

Certification:

I hereby certify that the above referenced Lead Agency has complied or will comply with the California Environmental Quality Act (CEQA) and that the project is described in adequate and sufficient detail to allow the project's construction or acquisition.

I further certify that the CEQA analysis for this project encompasses all aspects of the work to be completed with grant funds.

AUTHORIZED REPRESENTATIVE Signature Date
Print Name and Title

FOR OGALS USE ONLY
CEQA Document T Date Received | PO Initials

ONOE DINOD
7 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Special Requirements
• Greenhouse Gas Emissions Reduction and Carbon Sequestration • Status Reports (page 9)
• Bond Act Sign (page 11)
• Deed Restriction (page 12)
• For non-profit GRANTEES: Three bid process (page 16) and Fidelity Bond (page 17)
Greenhouse Gas Emissions Reduction and Carbon Sequestration.' If your PROJECT involves tree planting, follow the instructions below and submit with the PROJECT COMPLETION PACKET.

Before getting started, gather the following PROJECT information:
• Tree species
• Size of trees at planting
• Information on the distance and direction to the nearest building (if applicable) •Information on the age and climate control of any nearby buildings (if applicable) • Information about the tree's growing conditions
Getting started:

1. Navigate to the i-Tree site at https://planting.itreetools.org and select the tab for a new project.

2. On the Location map, select your state, county and city, and then click Next.

3. Configure the project parameters?:
• "Electricity emissions factor" enter 285 and select kilograms • "Fuel emissions factor" enter 53.1 and select kilograms • "Years for the project" is the age of the trees 40 years from when they are planted. So, if the trees will be four years old at the time of planting, enter 44. • "Tree mortality" enter O

4. Tree Planting Configurations
• Enter the tree groups for the project; create a new group for each new species or for each new location.
• Species - select the species; add multiple species by creating new groups. • DBH - tree diameter four feet above the ground at time of planting. • Distance to nearest tree - select from drop down menu • Tree is (north, south, east or west) of Building - select the direction the tree is located to the nearest climate controlled building.
1 PRC §80001 (b)(7)
2 Project parameters are from the California Air Resources Board's "Quantification Methodology for the California Natural Resources Agency Urban Greening Grant Program."
8 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C • Climate controls - select the type of climate controls the nearby building has installed. If a tree is more than 60 feet away from a climate controlled building, select "none."
• Condition - select the overall health of the trees at the time of planting. • Exposure to sunlight - select the amount of sun that reaches the tree, based on its surroundings.

Number of trees - enter the number of trees that are the same species and the same characteristics (e.g. distance to building, location in respect to building, exposure to sunlight, etc.) If some of these characteristics change, multiple lines of the same species should be input into the tool.

Once all the groups are entered, click next

5. Print the report in landscape mode, and submit it to oGALs.

Status Report
OGALS will send a Status Report every six months until receipt of a PROJECT COMPLETION PACKET. Payment requests will not be processed if Status Reports are overdue. See sample on following page.
9 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Sample Status Report - Due xx/xx/20xx (30 days from mail date) Grantee:

Project Number:

Project Name:

Project Scope:

Project Phase: • Pre-Construction/Pre-Acquisition • Acquisition and/or Construction When will you submit your next payment request? For how much? Estimated date of project completion:

Potential obstacles affecting completion:

Is the project: On Time? yes/no Within Budget? yes/no Within Scope? yes/no If no, explain:

Describe grant-funded work completed since last status report submitted on (DATE):

Are CCC or certified local corps working on this project? Yes/No Provide photos showing work completed since (DATE)
Describe grant-funded work expected to be completed by (MailDate + 6 mos) If there have been any changes to the proposed funding for this project, attach a revised Funding Sources Form.

Provide information on payments to be submitted over the next three years:

Between Between Between Between Between | Between After 7/1/20 7/1/21 1/1/22 7/1/22 1/1/23 7/1/23 1/1/24
12/30/22 6/30/23
12/30/23
The purpose of this data is to help the State estimate borrowing needs; you will not be held to these estimates.

I represent and warrant that I have full authority to execute this Grant Progress Status Report on behalf of the Grantee. I declare under penalty of perjury, under the laws of the State of California, that this status report, and any accompanying documents, for the above-mentioned Grant is true and correct to the best of my knowledge.

AUTHORIZED REPRESENTATIVE Signature Date
Print Name and Title
(*Certification to above information requires a signature by a person authorized in the resolution)
10 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Bond Act Sign
A sign acknowledging the California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access for All Act of 2018 as the funding source for the project must be installed during construction and at completion (PRC §80001(b)(3)). If appropriate, the same sign can be used during construction and completion.

Sign requirements
The sign must be available during construction, at the final inspection of the PROJECT, and remain in place for a minimum of four (4) years from date of PROJECT completion.

There is no minimum or maximum size other than the minimum size for the logo, as long as the sign contains the required wording.

Sign Language
All signs must contain the following language:

GAVIN NEWSOM, GOVERNOR
Wade Crowfoot, Secretary for Natural Resources
Armando Quintero, Director, California Department of Parks and Recreation Use the names of the current officials. The name of the director of the local agency or other governing body may be added. The sign may also include names (and/or logos) of other partners, organizations, individuals and elected representatives.

Logo
All signs must display the Parks and Water Bond Act logo (shown on the cover of this guide). Display the logo to maximize visibility and durability. Download the logo at https://resources.ca.gov/grants/Grant-Program-Resources, click on the logo artwork section. Each edge of the logo must be a minimum of 24" x 24". Exceptions may be approved, when appropriate, at oGALs' discretion.

Sign Construction
All materials used shall be durable and resistant to the elements and graffiti.

Sign Cost
The cost of the sign(s) is an eligible PROJECT cost. Permanent signage is encouraged.

Appropriateness of Signs
For projects where the required sign may be out of place or affected by local sign ordinances, oGALS may authorize a sign that is more appropriate to the project.

State Approval
GRANTEE shall submit the proposed number, locations, size, and language of signs for preliminary review. Final payments will not be processed until post completion signage has been approved and installed.
11 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Deed Restriction
The Deed Restriction restricts the title to the property, safeguarding the property for purposes consistent with the GRANT for the duration of the CONTRACT PERFORMANCE If the GRANTEE owns the PROJECT land, a Deed Restriction must be recorded on the title to the property before OGALS will approve any grant payments except an advance into escrow and pre-acquisition costs. A Deed Restriction is not required if the GRANTEE does not own the PROJECT land, such as where the GRANTEE is improving property it has access to under a lease agreement.

Deed Restriction Instructions
Before filing the Deed Restriction, the GRANTEE must own the PROJECT land, and have an encumbered CONTRACT for the GRANT amount.

The PROJECT OFFICER will send the Deed Restriction to the GRANTEE. Do not alter the Deed Restriction. The GRANTEE takes the following steps:

1. Add ownership information to Paragraph I of the Deed Restriction: [formal name of GRANTEE] Insert ownership information as it appears on the deed.

2. Create 3 copies (GRANTEE copy, OGALS copy and recorder's copy) of the Deed restriction and the required attachments:

Exhibit A: Label this attachment "Exhibit A (Legal Description of Property)" and include a formal legal description of every parcel of property to which grant funds will be used for the development and/or acquisition thereof. This information can be obtained from the grant deed or title policy. (The assessor's parcel number or a street address is NOT a valid legal description.) and,
Exhibit B: Label this attachment "Exhibit B (Grant CONTRACT)" and include a complete copy of the Grant CONTRACT and provisions signed by the AUTHORIZED REPRESENTATIVE and the State of California.

3. Notarize it: Take 3 copies of the following documents to a notary. OGALS recommends submitting these documents to the PROJECT OFFICER for review prior to notarizing.
• Unsigned and undated Deed Restriction
• Exhibit A (Legal Description of Property)
• Exhibit B (Grant CONTRACT)
The AUTHORIZED REPRESENTATIVE dates and signs the Deed Restriction signature page in the presence of a notary. The notary will complete a Notary Acknowledgement (Civil Code §1189).

4. Record it: Take 3 copies of the notarized documents bulleted above to the County Recorder's Office of the county in which the property is located. Ask the County Clerk to record the Deed Restriction with Notary Acknowledgement, Exhibit A, and Exhibit B, on the title to the property.

5. Send it: Make sure to send a copy of the notarized and recorded Deed Restriction, Exhibit A, and Exhibit B to the OGALS Project Officer.
12 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C RECORDING REQUESTED BY:

California Department of Parks and Recreation
Office of Grants and Local Services
WHEN RECORDED MAIL TO:

Office of Grants and Local Services
PO Box 942896
Sacramento, CA 94296-0001
Attn: [Project Officer]

DEED RESTRICTION
WHEREAS, insert ownership information as it appears on the deed (hereinafter referred to as "Owners)" is/are recorded owners) of the real property described in Exhibit A, attached and incorporated herein by reference (hereinafter referred to as the "Property"); and
WHEREAS, the California Department of Parks and Recreation (hereinafter referred to as "DPR") is a public agency created and existing under the authority of section 5001 of the California Public Resources Code (hereinafter referred to as the "PRC"). And
III. WHEREAS, Owners) (or Grantee) received an allocation of grant funds pursuant to the California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access For All Act of 2018 Competitive Grant Program for improvements on the Property; and
WHEREAS, on (enter date), DPR's Office of Grants and Local Services conditionally approved Grant [project number], (hereinafter referred to as "Grant") for improvements on the Property, subject to, among other conditions, recordation of this Deed Restriction on the Property; and
V. WHEREAS, but for the imposition of the Deed Restriction condition of the Grant, the Grant would not be consistent with the public purposes of the Competitive Grant Program and the funds that are the subject of the Grant could therefore not have been allocated; and
VI. WHEREAS, Owners) has/have elected to comply with the Deed Restriction of the Grant, so as to enable Owners), to receive the Grant funds and perform the work described in the Grant;
13 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C NOW, THEREFORE, in consideration of the issuance of the Grant funds by DPR, the undersigned Owner(s) for himself/herself/themselves and for his/her/their heirs, assigns, and successors-in-interest, hereby irrevocably covenants) with DPR that the condition of the grant (set forth at paragraphs) 1 through 5 and in Exhibit B hereto) shall at all times on and after the date on which this Deed Restriction is recorded constitute for all purposes covenants, conditions and restrictions on the use and enjoyment of the Property that are hereby attached to the deed to the Property as fully effective components thereof.

1. DURATION. This Deed Restriction shail remain in full force and effect and shall bind Owner(s) and all his/her/their assigns or successors-in-interest for the period running from July 1, 20xx to June 30, 20xx (20 years) or June 30, 20xx (30 years)

2. TAXES AND ASSESMENTS. It is intended that this Deed Restriction is irrevocable and shall constitute an enforceable restriction within the meaning of a) Article XIlI, section 8, of the California Constitution; and b) section 402.l of the California Revenue and Taxation Code or successor statue. Furthermore, this Deed Restriction shall be deemed to constitute a servitude upon and burden to the Property within the meaning of section 3712(d) of the California Revenue and Taxation Code, or successor statue, which survives a sale of tax-deeded property.

3. RIGHT OF ENTRY. DPR or its agent or employees may enter onto the Property at times reasonably acceptable to Owners) to ascertain whether the use restrictions set forth above are being observed.

4. REMEDIES. Any act, conveyance, contract, or authorization by Owners) whether written or oral which uses or would cause to be used or would permit use of the Property contrary to the terms of this Deed Restriction will be deemed a violation and a breach hereof. DPR may pursue any and all available legal and/or equitable remedies to enforce the terms and conditions of this Deed Restriction up to and including a lien sale of the property. In the event of a breach, any forbearance on the part of DPR to enforce the terms and provisions hereof shall not be deemed a waiver of enforcement rights regarding such breach, or any subsequent breach. 14 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

5. SEVERABILITY. If any provision of these restrictions is held to be invalid, or for any reason becomes unenforceable, no other provision shall be affected or impaired.

AUTHORIZED REPRESENTATIVE Signature Date
Print/type name and title of above
Business Name (if property is owned by a business):

Additional signature, if required Date
Print/type name and title of above
15 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Three-Bid Process
(For nonprofit GRANTEES only)

1. Nonprofit GRANTEES must attempt to obtain three bids before awarding a contract on a GRANT-funded project for services greater than $5,000 and for construction work greater than $25,000.
• Bid description must include the requirement to comply with §1771.5 of the State Labor Code.
• Bid description must include all required project elements based on the original competitive application - Project Selection Criteria proposal, Grant Scope/Cost Estimate Form, and concept level site plan.

2. Nonprofit GRANtEE provides each bidder (potential contractor) the same written invitation for bid describing the project work to be performed based on "Best value" (determined by price, quality of materials, equipment, and workmanship), and the required project elements based on the original competitive application.
• By signing the GRANT CONTRACT, the nonprofit GRANTEE agreed to meet the specific objectives as described in the competitive Project Selection Criteria proposal.

3. Solicit bids by contacting at least three potential contractors or by invitation for bids advertising, or a combination of both methods.

4. The nonprofit GRANTEE's Board of Directors evaluates the bids to determine which contractor will provide the best value and will meet project requirements. The evaluation process must ensure no conflict of interest between the contractor and the nonprofit GRANTEE's Board of Directors. The nonprofit GRANTEE's Board of Directors need not necessarily accept the lowest bid, but a reasonable justification for the decision must be recorded in writing.

5. The Board of Directors selects a contractor and awards a contract.

6. For audit purposes, the nonprofit GRANTEE keeps records of steps 1 - 5 above.

Waiver of Three-bid Requirement
To request a waiver of the three-bid process requirement, the non-profit GRANTEe must send a written request to the Project Officer assigned to the grant project and explain why a waiver is required.
• The waiver request may include "sole source" factors where only one contractor has the expertise to deliver the work.
• The waiver request may also include "public good" or other required factors that may be based on the Project Selection Criteria proposal in the competitive APPLICATION. For example, the Project Selection Criteria proposal may require the hiring of conservation corps. 16 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Fidelity Bond
(For nonprofit GRANtEEs only)
Nonprofit GrAntEes must provide a copy of a current fidelity bond policy to their PROJECT OFFICERS before any payment requests can be approved by OGALS.

The premium cost for a fidelity bond is an ELIGIBLE COST.

A fidelity bond provides insurance covering fraudulent acts of GRANTEES' employees, volunteers, officers, and directors. The nonprofit is the party insured. DPR must be named as a Third Party Loss Payee, i.e., the same as a bank on a car loan or a mortgage company on a home loan. The DPR address is: State of California, Dept. of Parks and Recreation, P.O.

Box 942896, Sacramento, CA 94296-0001, Att: Office of Grants and Local Services.

Coverage must be equal to or greater than the GRANT amount. If the GRANtEE's existing coverage is lower than the GRANT amount, the GRANtEE needs to amend the coverage to equal or exceed the GRANT amount. Fidelity bond insurance must be kept current for at least six months after the date of the final GRANt payment.

GRANtEes may obtain the fidelity bond through their general liability carrier, a major casualty insurance carrier, or a bonds specialty company. These sources are listed in the vellow pages or internet. A list of fidelity bond frequently asked questions is available on the OGALS web site at www.parks.ca.gov/grants.
17 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Grant Payments
Payments may be requested from oGALs once a PROJECT is approved and the CONTRACT iS encumbered. Payment requests are processed through the State Controller's Office and are mailed to the GRANTEE approximately six to eight weeks from the date oGALS approves the request.

OGALS may withhold payment if the GRANTEE has outstanding issues, such as:
• breach of any other contract with OGALS
• an unresolved audit exception
• an outstanding conversion
• park sites closed or inadequately maintained
• overdue Project Status Reports
• other unmet grant requirements
Payment Rules

1. Payment requests prior to groundbreaking are limited to 25% of the PROJECT amount, unless for acquisition costs.

2. Payments before the final payment may not exceed 80% of the PROJECT amount. 20% of the PROJECT amount is retained for the final REIMBURSEMENT payment. GRANTEES may contact their PROJECT OFFICER to request OGALS consider a reduced retention amount.

3. Group costs together to avoid frequent payment requests. Payment requests greater than $10,000 are encouraged.

4. For PROJECTS where match is required, GRANTEES must show eligible costs equal to 125% of the requested reimbursement amount (see page 19).

These items are required prior to requesting any payment, if applicable:

1. A deed restriction, except for an ADVANCE into escrow.

2. If not already submitted, complete cEA for construction reimbursement.

3. A sample timesheet prior to incurring any IN-HOUSE EMPLOYEE SERVICES CostS.

4. When the bid process is required, provide a summary list of bidders, the recommendation by reviewer of bidders, notice of award, and contract agreement.

These items are required with every payment request, when applicable:

1. A Grant Expenditure Form (see page 22) is required with all reimbursement and final payment requests.

2. If a payment request includes IN-HOUSE EMPLOYEE SERVICES costs, provide a sample timesheet representing how employee staff time was tracked during the period of requested reimbursement.

3. Construction progress photos, including a photo with the construction sign visible on the PROJECT site (page 11), with all construction payment requests. 18 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Rural Recreation Tourism Match
(For this grant program ONLY)
Unless the PROJECT has been identified as serving a disadvantaged community, the GRANtEE must include a 20% match (PRC §80090(b)).

Costs incurred to provide match must be eligible costs.

Eligible match sources
• Federal funds
• Local funds
• Private funds

IN-HOUSE EMPLOYEE SERVICES
• Volunteer labor - must maintain time and attendance records showing actual hours worked (see https://independentsector.org for volunteer hourly wage value) Ineligible match source
• State funds
Match and Eligible Costs
The match is 20% but grantee must show 25% in additional costs if match is required. For example:

Determining the match amount:

PROJECT amount: $125,000
20% match: ($25,000)
GRANT amount: $100,000
Submitting costs for reimbursement
GRANT amount: $100,000
25% in additional costs: $25,000
PROJECT amount: $125,000
In summary, the 20% match calculation is based on the PROJECT amount, not on the GRANT amount. 19 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Payment Request Form Instructions
• All payment request types (reimbursement, final, ADVANCE) require this form. • A fillable, digital version of the payment request form is available at www.parks.ca.gov/grants. • Grantees are encouraged to submit payment requests digitally, as pdf files. E-mail each document to the PROJECT OFFICER as a separate digital file, labeled as the document item. Retain all documents with original signatures with the PROJECT records. • Round all amounts to the nearest whole dollar.
• A Grant Expenditure Form (see page 22) is required with all reimbursement and final payment requests.
• Complete the Payment Request Form as follows:

1. PROJECT Number - Number assigned by OGALS when this PROJECT was approved

2. Contract Number - As shown in Certification of Funding section of the contract

3. APPLICANT - GRANTEE name as shown on the contract

4. PROJECT Title - Name of the PROJECT as shown in the Application

5. Type of Payment - check appropriate box on form

6. Payment Information - round down to the nearest dollar

7. Send Warrant To - agency name, address and contact person

8. Signature of AUTHORIZED REPRESENTATIVE
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Payment Request Form
ate of California - Natural Resources Ager

PARTMENT OF PARKS AND RECREATIO

PAYMENT REQUEST
State Grant Programs
See Instructions on Page 2.

1. PROJECT NUMBER 2. CONTRACT NUMBER

3. APPLICANT

4. PROJECT NAME

5. TYPE OF PAYMENT
L Advance • Reimbursement • Final
• PAYMENT INFORMATIO
Round all figures to the nearest dolla
a. Grant Project Amount $
b. Funds Received To Date $
c. Available (a. minus b.) $
d. Amount Of This Request
e. Remaining Funds After This Payment (c. minus d.) $

7. SEND WARRANT TO:

AGENCY NAME

STREET ADDRESS

CITY/STATE/ZIP CODE

8. CERTIFICATION AND SIGNATURE OF PERSON AUTHORIZED IN RESOLUTION represent and warrant that have full authority to execute this payment request on behalf of the Grantee. / declar under penalty of perjury, under the laws of the State of California, that this report, and any accompanying documents, fo the above-mentioned Grant Is true and correct to the best of my knowledge.

SIGNATURE OF PERSON AUTHORIZED IN RESOLUTION

FOR CALIFORNIA DEPARTMENT OF PARKS AND RECREATION USE ONLY

PAYMENT APPROVAL SIGNATURE DATE
DPR 212 (Rev. 3/2015yExoel 3/3/2015YPage 1 of 2)
21 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Grant Expenditure Form
All payment requests require a summary of costs incurred. An electronic version of the grant expenditure form is available at www.parks.ca.gov/grants. GRANTEES may use their own spreadsheet if it contains the required information shown below. Keep copies of invoices or warrants with the PROJECT records, available to OGALS on request. Only provide the following information to OGALS:

PROJECT Number:

Warrant/Check Pre-
Recipient(3) Purpose(4) Construction
#(1) Date(2) Construction Amount(6)
Amount(5)

TOTALS AMOUNT
PRE-CONSTRUCTION Subtotal (5) $
Construction Subtotal (6) $
Grand Total (5) + (6) $
List only ELIGIBLE COSTS charged to the GRANT.

Column (1) Electronic payment numbers/electronic funds transfer numbers in the "Warrant/Check Number" column are acceptable. Include an "EP" next to the electronic payment numbers/electronic funds transfer numbers.

If IN-HOUSE EMPLOYEE SERVICES or GRANTEE's own equipment was used, a work order or other tracking number can be used instead of a check/warrant number.

Column (2) Date payment was made to recipient. If IN-HOUSE EMPLOYEE SERVICES were used, provide the date range with a summary of actual hours worked, and a sample timesheet.

Column (3) Name of Contractor, IN-HOUSE EMPLOYEE SERVICES, or other entity providing services and/or materials.

Column (4) scoPE item related to the expenditure and a brief description, such as "playground design," "community center permits," "walkway materials," "sports field construction." Column (5) PRE-CONSTRUCTION costs eligible for up to 25% of the GRANT.

Column (6) DEVELOPMENT costs eligible for up to 100% of GRANT. 22 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Project Completion Packet
PROJECT COMPLETION PACKETS must be submitted by March 31, of the year the GRANT liquidates, as shown on the contract.

GRANTEES are encouraged to submit documents digitally, as pdf files. E-mail the documents to the PROJECT OFFICER as separate pdf files for each document. Retain all documents with original signatures with PROJECT records. GRANTEES should follow up with PROJECT OFFICER to confirm documents were received.

The final payment (not less than 20% of the GRANT) will be processed after PROJECT COMPLETION and the following occurs:

1. Approval of the PROJECT COMPLETION PACKET (page 23)

2. Site inspection by the PROJECT OFFICER to verify PROJECT COMPLETION To request the final payment and complete the PROJECT, the GRANTEE must submit the following documents:

1. Payment Request Form (page 21)

2. Grant Expenditure Form (page 22)

3. Final Funding Sources Form (page 6)

4. Project Completion Certification Form (page 24)

5. Greenhouse Gas Emissions Reduction and Carbon Sequestration (if applicable) (page 8)

6. Notice of Completion (optional)3

7. Photo of the bond act sign and location (page 11)

8. Recorded Deed Restriction if not already provided (page 12)

9. Completed cEA if not already provided (page 7)

10. Audit checklist with items checked that GRANtEE will retain for five years following receipt of final payment (page 36)
For PROJECTS involving acquisition, the GRANTEE must submit these additional documents, if not already provided:

1. A copy of the recorded deed to the property

2. A map sufficient to verify the description of the property including parcel numbers and acreage

3. Copy of title insurance policy

4. Copy of title report
3 OGALS recommends that the GRANTEE file a Notice of Completion with the County Recorder pursuant to State of California Civil Code §3093. Filing the Notice of Completion is not a PROJECT COMPLETION requirement.
23 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C State of California - The Natural Resources Agency

DEPARTMENT OF PARKS AND RECREATION
Project Completion Certification Form
Grantee: Project Number:

Grantee contact for audit purposes
Name:

Address:

Phone: ( Email:

Project completion - list the grant scope items:

Provide revised Funding Sources Form
Interest earned on advanced funds: $
Interest spent on eligible costs: $
Was a Notice of Completion filed with the County Recorder or other appropriate entity? Yes / No
Certification:

I hereby certify that all Grant funds were expended on the above named Project and that the Project is complete and we have made final payment for all work done.

I have read California Penal Code §118 and understand that every person who testifies, declares, deposes, or certifies under penalty of perjury and willfully states as true any material matter which he or she knows to be false, is guilty of perjury, which is a felony punishable by imprisonment in state prison for two, three, or four years.

Furthermore, I have read California Penal Code §72 and understand that every person who, with the intent to defraud, presents for allowance or for payment to any state board or officer, or to any county, city, or District board or officer, authorized to allow or pay the same if genuine, any false or fraudulent claim, bill, account, voucher, or writing, is guilty of a felony-misdemeanor punishable either by imprisonment in county jail for a period of not more than one year, by a fine not exceeding one thousand dollars, or both, or by imprisonment in state prison, by a fine not exceeding ten thousand dollars, or both.

I represent and warrant that I have full authority to execute this Project Completion Certification on behalf of the Grantee. I declare under penalty of perjury that the foregoing certification of Project Completion for the above-mentioned Grant is true and correct.

AUTHORIZED REPRESENTATIVE Signature Date
Print Name and Title
24 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Advance Payments
• OGALS reserves the right to disapprove ADVANCE payment requests. Past performance, GRANTEE capacity, and the GRANTEE's financial resources will all be considered before issuing an ADVANCE.
• ADVANCE payments may be requested for costs expected to be incurred in the next six months.
• ADVANCE payments must be placed in an interest bearing account. Earned interest must be spent on the project, and cannot be returned to OGALS.
• ADVANCE funds must be spent within six months of receipt, or returned to OGALS. • The sum of DEVELOPMENT ADVANCES cannot exceed 50% of the GRANT.

There are two types of DEVELOPMENT ADVANCE payments: PRE-CONSTRUCTION and CONSTRUCTION:

Pre-Construction Advance
Payment Maximum Request When to Documents to
Type Request Send to PROJECT OFFICER
Costs to be Preconstruction After the
• Payment Request Form
incurred in estimate shown on contract has
next six PROJECT • ADVANCE justification (see page 26)
been
months SCOPE/cost encumbered • Sample timesheet if funds will be estimate form spent on IN-HOUSE EMPLOYEE

SERVICES
Construction Advance
Payment Maximum Request When to Documents to
Type Request Send to PROJECT OFFICER
Costs to be No more than 50% After the • Payment Request Form incurred in of the GRANT. contract has
next six • ADVANCE justification (see page
been
months encumbered,
and • Bid documents (see page 16,
construction number 7), copy of signed
will commence construction contract and a
during the next notice to proceed or IN-HOUSE
six months EMPLOYEE SERVICES schedule
• Filed NOD or NOE (page Error!
Bookmark not defined.)
• Sample timesheet if funds will be
spent on IN-HOUSE EMPLOYEE

SERVICES
25 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Advance Justification
Provide the following information:
• Explanation why an ADVANcE is needed instead of a reimbursement. Describe any hardships the GRANTEE will experience if a reimbursement were issued instead of an ADVANCE.
• A payment schedule, with a month-by-month estimate, for up to six months, showing the anticipated amount needed, and to whom the funds will be paid (IN-HOUSE EMPLOYEE SERVICES or name of contractor). The six month period should begin six to eight weeks after payment request is submitted.
• A funding plan, indicating how the GRANTEE intends to provide cash flow to the percentage of the PROJECT exceeding the 50% ADVANCE limit. • A statement indicating the GRANTEE will put the advanced funds into a separate, interest bearing account, and spend any interest earned on the PROJECT. • An acknowledgement that all invoices and contracts pursuant to which payments are made shall be made available to oGALs on demand.

Clearing the Advance
ADVANcES must be cleared with six months of receipt, or earlier. ADVANCES should be cleared incrementally, that is, as costs are incurred. An ADVANce is cleared as follows:
• Submit a grant expenditure form (see page 22) documenting expenditures of eligible costs equal to the ADVANcE amount plus any earned interest. • Submit photos of construction completed and the construction sign (see page 11) with the ADVANCE funds (for construction ADVANCES).
• Return the balance of unspent GRANT funds to OGALS no later than thirty days after the end of the six month AdVANcE period. OGALS Will then return the GRANT funds to the CONTRACT balance. OGALS cannot return interest to the contract balance.

Subsequent Payments
ADVANcE payments must be cleared before any payments will be approved.

This requirement may be waived in cases where a PROJECT requires timely payments to contractors, and the remaining balance of unspent ADVANCED funds cannot cover the next PROJECT payment. The following are required to request a waiver:

1. A letter to the PROJECT OFFICER, signed by the AUTHORIZED REPRESENTATIVE, explaining why the waiver is needed.

2. A statement in the letter that the majority of ADVANCED funds has been cleared.

3. A payment schedule with month by month estimates detailing the anticipated amount needed including the unspent balance of previously ADVANCED funds, along with the additional requested reimbursement or ADVANCE.
26 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Acquisition Advance
Payment Type When to Request Documents to Send
ADVANCES up to 100% of After the contract is See following instructions the acquisition amount. encumbered and escrow 1. Escrow letter is open 2. Title report cover page

3. Payment request form
The following items are required to request an ADVANcE payment into escrow:

1. A letter on the GRANTEE's letterhead, addressing all of the following elements, and signed by the GRANTEE'S AUTHORIZED REPRESENTATIVE:
a) Name, address and telephone number of the title company or escrow holder, and the escrow account number to which the GRANT funds will be disbursed. b) Copy of the property appraisal and written concurrence (page 3). c) GRANT CONTRACT number and amount of GRANT funds requested. d) A statement by the GRANTEE that "the preliminary title report shows that there are no liens, easements, or any other restrictions that would prevent completion of the ScOPE and fulfillment of the CONTRACT provisions."
e) A statement by the GRANTEE that "all funds (exclusive of the GRANT funds to be provided under this agreement) needed for the completion of the acquisition of the property or properties have been secured and have been or will be deposited to escrow on or about the same date as the requested GRANT funds." In making this statement, the GRANtEE is entitled to reasonably rely on the representations of the seller.

2. Cover page of the preliminary title report.

3. Payment Request Form: the "Send Warrant To" item 7 on the Payment Request Form must be completed using the title company's or escrow holder's name, mailing address, and contact person (see page 21).

After approval by oGALs, the payment will be mailed by the State Controller's Office to the designated escrow company within approximately 30 working days.

Returning Unexpended Advanced Funds for Acquisition
If all or a portion of GRANT funds ADVANCED to the title or escrow company are not expended, the unused portion of the ADVANCED funds must be returned to oGALs within 60 days after completion of the acquisition(s), within 60 days of the acquisition withdrawal, or within 60 days after the end of the GRANT PERFORMANCE PERIOD, whichever is earlier. A grantee may also submit a Grant Expenditure Form (see page 22) documenting expenditures of eligible costs. 27 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Competitive Grant Program Contract

SHADE AMENT OF PARKS AND HOME AT
Sample Grant Contract
Competitive Grant Program
GRANTEE: Grantee Name
GRANT PERFORMANCE PERIOD is from July 1, 2019 through June 30, 2024 CONTRACT PERFORMANCE PERIOD is from July 1, 2019 through June 30, 2049 The GRANTEE agrees to the terms and conditions of this contract (CONTRACT), and the State of California, acting through its Director of the Department of Parks and Recreation, pursuant to the State of California, agrees to fund the total State grant amount indicated below.

The GRANTEE agrees to complete the PROJECT SCOPE(s) as defined in the Development PROJECT SCOPE/Cost Estimate Form or acquisition documentation for the application(s) filed with the State of California.

The General and Special Provisions attached are made a part of and incorporated into the Contract.

Total State grant amount not to exceed $ [GRANT amount]

GRANTEE
AUTHORIZED REPRESENTATIVE Signature Date
Print Name and Title

STATE OF CALIFORNIA

DEPARTMENT OF PARKS AND RECREATION
AUTHORIZED REPRESENTATIVE Signature Date
Print Name and Title

CERTIFICATION OF FUNDING (FOR STATE USE ONLY)
AMOUNT OF ESTIMATE $ CONTRACT NUMBER FUND

ADJ, INCREASING ENCUMBRANCE S APPROPRIATION
ADJ. DECREASING ENCUMBRANCE $ ITEM VENDOR NUMBER
UNENCUMBERED BALANCE$ LINE ITEM ALLOTMENT CHAPTER | STATUTE FISCAL YEAR T.B.A. NO. B.R. NO. INDEX Funding Source OBJ. EXPEND
Thereby cerify upon my personal knowledge that budgeled funds are availabie for this encumbrance.

SIGNATURE OF ACCOUNTING OFFICER I DATE
28 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

RECITALS
This CONTRACT is entered into between the California Department of Parks and Recreation (hereinafter referred to as "GRANTOR," "DEPARTMENT" or "STATE") and [grantee name] (hereinafter referred to as "GRANTEE").

The DEPARTMENT hereby grants to GRANTEE a sum (also referred to as "GRANT MONIES") not to exceed $grant amount, subject to the terms and conditions of this CONTRACT and the 20xx/xx California State Budget, Chapter xx, statutes of 20xx, Item number - 3790-xxx-xxxx (appropriation chapter and budget item number hereinafter referred to as "COMPETITIVE GRANT PROGRAM GRANT"). These funds shall be used for completion of the GRANT SCOPE(S).

The Grant Performance Period is from July 1, 20xx to June 30, 20xx.

II. GENERAL PROVISIONS
A. Definitions
As used in this CONTRACT, the following words shall have the following meanings:

1. The term "ACT" means the California Drought, Water, Parks Climate, Coastal Protection, and Outdoor Access for All Act of 2018, as referred to in section! of this CONTRACT.

2. The term "APPLICATION" means the individual project APPLICATION packet for a project pursuant to the enabling legislation and/or grant program process guide requirements.

3. The term "DEPARTMENT" or "STATE" means the California Department of Parks and Recreation.

4. The term "DEVELOPMENT" means capital improvements to real property by means of, but not limited to, construction, expansion, and/or renovation, of permanent or fixed features of the property.

5. The term "GRANTEE" means the party described as the GRANTEE in Section I of this CONTRACT.

6. The term "GRANT SCOPE" means the items listed in the GRANT SCOPE/Cost Estimate Form found in each of the APPLICATIONS submitted pursuant to this grant.

7. The term "GUIDES" means (1) the document identified as the "Grant Administration Guide for California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access For All Act of 2018 Competitive Grant Programs Capital Improvement Projects" and (2) The Application Guide that established the competitive procedures and policies for the selection of projects.

B. Project Execution

1. Subject to the availability of GRANT MONIES in the act, the STATE hereby grants to the GRANTEE a sum of money not to exceed the amount stated in Section I of this CONTRACT, in consideration of, and on condition that, the sum be expended in carrying out the purposes as set forth in the scope described in the enabling legislation and referenced in the APPLICATION, Section I of this CONTRACT, and under the terms and conditions set forth in this CONTRACT.

The GRANTEE shall assume any obligation to furnish any additional funds that may be necessary to complete the GRANT SCOPE(S).

The GRANTEE agrees to submit any change or alteration from the original GRANT SCOPE(S) in writing to the STATE for prior approval. This applies to any and all changes that occur after STATE has approved the APPLICATION. Changes in the GRANT SCOPE(S) must be approved in writing by the STATE.
29 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

2. The GRANTEE shall complete the GRANT SCOPE(S) in accordance with the time of the Performance Period set forth in Section I of this CONTRACT, and under the terms and conditions of this contract.

To maintain the integrity of the competitive grant program, the GRANTEE agrees that any other project changes or alterations which deviate from the intent of the project selection criteria provided by the GRANTEE in the original competitive APPLICATION must be submitted in writing to the STATE for prior approval.

3. The GRANTEE shall comply with the California Environmental Quality Act (Public Resources Code, §21000, et seq., Title 14, California Code of Regulations, §15000 et seq.).

4. The GRANTEE shall comply with all applicable current laws and regulations affecting DEVELOPMENT projects, including, but not limited to, legal requirements for construction contracts, building codes, health and safety codes, and laws and codes pertaining to individuals with disabilities, including but not limited to the Americans With Disabilities Act of 1990(42 U.S.C. §12101 et seq.) and the California Unruh Act (California Civil Code §51 et seq.) C. Procedural Guide

1. GRANTEE agrees to abide by the GUIDES.

2. GRANTEE acknowledges that STATE may make reasonable changes to its procedures as set forth in the GUIDES. If STATE makes any changes to its procedures and guidelines, STATE agrees to notify GRANTEE within a reasonable time.

D. Project Administration

1. If GRANT MONIES are advanced for DEVELOPMENT projects, the advanced funds shall be placed in an interest bearing account until expended. Interest earned on the advanced funds shall be used on the project as approved by the STATE. If grant monies are advanced and not expended, the unused portion of the grant and any interest earned shall be returned to the STATE within 60 days after project completion or end of the grant performance period, whichever is earlier.

2. The GRANTEE shall submit written project status reports within 30 calendar days after the STATE has made such a request. In any event, the GRANTEE shall provide the STATE a report showing total final project expenditures within 60 days of project completion or the end of the grant performance period, whichever is earlier. The grant performance period is identified in Section I of this CONTRACT.

3. The GRANTEE shall make properly or facilities acquired and/or developed pursuant to this contract available for inspection upon request by the STATE.

E. Project Termination

1. Project Termination refers to the non-completion of a GRANT SCOPE. Any grant funds that have not been expended by the GRANTEE shall revert to the STATE.

2. The GRANTEE may unilaterally rescind this CONTRACT at any time prior to the commencement of the project. The commencement of the project means the date of the letter notifying GRANTEE of the award or when the funds are appropriated, whichever is later. After project commencement, this CONTRACT may be rescinded, modified or amended only by mutual agreement in writing between the GRANTEE and the STATE, unless the provisions of this contract provide that mutual agreement is not required. 30 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

3. Failure by the GRANTEE to comply with the terms of the (a) GUIDES, (b) any legislation applicable to the ACT, (c) this CONTRACT as well as any other grant contracts, specified or general, that GRANTEE has entered into with STATE, may be cause for suspension of all obligations of the STATE unless the STATE determines that such failure was due to no fault of the GRANTEE. In such case, STATE may reimburse GRANTEE for eligible costs properly incurred in performance of this CONTRACT despite non-performance of the GRANTEE. To qualify for such reimbursement, GRANTEE agrees to mitigate its losses to the best of its ability.

4. Any breach of any term, provision, obligation or requirement of this CONTRACT by the GRANTEE shall be a default of this CONTRACT. In the case of any default by GRANTEE, STATE shall be entitled to all remedies available under law and equity, including but not limited to: a) Specific Performance; b) Return of all GRANT MONIES; c) Payment to the STATE of the fair market value of the project property or the actual sales price, whichever is higher; and d) Payment to the STATE of the costs of enforcement of this CONTRACT, including but not limited to court and arbitration costs, fees, expenses of litigation, and reasonable attorney fees.

5. The GRANTEE and the STATE agree that if the GRANT SCOPE includes DEVELOPMENT, final payment may not be made until the work described in the GRANT SCOPE is complete and the GRANT PROJECT is open to the public.

F. Budget Contingency Clause
If funding for any fiscal year is reduced or deleted by the budget act for purposes of this program, the STATE shall have the option to either cancel this contract with no liability occurring to the STATE, or offer a CONTRACT amendment to GRANTEE to reflect the reduced grant amount. This Paragraph shall not require the mutual agreement as addressed in Paragraph E, provision 2, of this CONTRACT.

G. Hold Harmless

1. The GRANTEE shall waive all claims and recourse against the STATE including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this CONTRACT except claims arising from the concurrent or sole negligence of the STATE, its officers, agents, and employees.

2. The GRANTEE shall indemnify, hold harmless and defend the STATE, its officers, agents and employees against any and all claims, demands, damages, costs, expenses or liability costs arising out of the ACQUISITION, DEVELOPMENT, construction, operation or maintenance of the property described as the project which claims, demands or causes of action arise under California Government Code Section 895.2 or otherwise except for liability arising out of the concurrent or sole negligence of the STATE, its officers, agents, or employees.

3. The GRANTEE agrees that in the event the STATE is named as codefendant under the provisions of California Government Code Section 895 et seq., the GRANTEE shall notify the STATE of such fact and shall represent the STATE in the legal action unless the STATE undertakes to represent itself as codefendant in such legal action in which event the GRANTEE agrees to pay the STATE's litigation costs, expenses, and reasonable attorney fees.

4. The GRANTEE and the STATE agree that in the event of judgment entered against the STATE and the GRANTEE because of the concurrent negligence of the STATE and the GRANTEE, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment.

5. The GRANTEE shall indemnify, hold harmless and defend the STATE, its officers, agents and employees against any and all claims, demands, costs, expenses or liability costs arising out of 31 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C legal actions pursuant to items to which the GRANTEE has certified. The GRANTEE acknowledges that it is solely responsible for compliance with items to which it has certified.

H. Financial Records

1. The GRANTEE shall maintain satisfactory financial accounts, documents, including loan documents, and all other records for the project and to make them available to the STATE for auditing at reasonable times. The GRANTEE also agrees to retain such financial accounts, documents and records for five years following project termination or issuance of final payment, whichever is later.

The GRANTEE shall keep such records as the STATE shall prescribe, including records which fully disclose (a) the disposition of the proceeds of STATE funding assistance, (b) the total cost of the project in connection with such assistance that is given or used, (c) the amount and nature of that portion of the project cost supplied by other sources, and (d) any other such records that will facilitate an effective audit.

3. The GRANTEE agrees that the STATE shall have the right to inspect and make copies of any books, records or reports pertaining to this CONTRACT or matters related thereto during regular office hours. The GRANTEE shall maintain and make available for inspection by the STATE accurate records of all of its costs, disbursements and receipts with respect to its activities under this CONTRACT. Such accounts, documents, and records shall be retained by the GRANTEE for at least five years following project termination or issuance of final payment, whichever is later.

4. The GRANTEE shall use a generally accepted accounting system.

Use of Facilities

1. The GRANTEE agrees that the GRANTEE shall operate and maintain the property acquired or developed with the GRANT MONIES, for the duration of the Contract Performance Period.

2. The GRANTEE agrees that, during the Contract Performance Period, the GRANTEE shall use the property acquired or developed with GRANT MONIES under this contract only for the purposes of this grant and no other use, sale, or other disposition or change of the use of the property to one not consistent with its purpose shall be permitted except as authorized by the STATE and the property shall be replaced with property of equivalent value and usefulness as determined by the STATE.

2. The property acquired or developed may be transferred to another entity if the successor entity assumes the obligations imposed under this CONTRACT and with the approval of STATE.

3. Any real Property (including any portion of it or any interest in it) may not be used as security for any debt or mitigation, without the written approval of the STATE provided that such approval shall not be unreasonably withheld as long as the purposes for which the Grant was awarded are maintained. Any such permission that is granted does not make the STATE a guarantor or a surety for any debt or mitigation, nor does it waive the STATE'S rights to enforce performance under the Grant CONTRACT.

4. All real property, or rights thereto, acquired with GRANT MONIES shall be subject to an appropriate form of restrictive title, rights, or covenants approved by the STATE. If the project property is taken by use of eminent domain, GRANTEE shall reimburse STATE an amount at least equal to the amount of GRANT MONIES received from STATE or the pro-rated full market value of the real property, including improvements, at the time of sale, whichever is higher. 32 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

5. If eminent domain proceedings are initiated against GRANTEE, GRANTEE shall notify STATE within 10 days of receiving the complaint.

J. Nondiscrimination

1. The GRANTEE shall not discriminate against any person on the basis of sex, race, color, national origin, age, religion, ancestry, sexual orientation, or disability in the use of any property or facility developed pursuant to this contract.

2. The GRANTEE shall not discriminate against any person on the basis of residence except to the extent that reasonable differences in admission or other fees may be maintained on the basis of residence and pursuant to law.

3. All facilities shall be open to members of the public generally, except as noted under the special provisions of this project CONTRACT or under provisions of the enabling legislation and/or grant program.

K. Severability
If any provision of this CONTRACT or the application thereof is held invalid, that invalidity shall not affect other provisions or applications of the CONTRACT which can be given effect without the invalid provision or application, and to this end the provisions of this CONTRACT are severable.

L. Liability

1. STATE assumes no responsibility for assuring the safety or standards of construction, site improvements or programs related to the GRANT SCOPE. The STATE'S rights under this CONTRACT to review, inspect and approve the GRANT SCOPE and any final plans of implementation shall not give rise to any warranty or representation that the GRANT SCOPE and any plans or improvements are free from hazards or defects.

2. GRANTEE will secure adequate liability insurance, performance bond, and/or other security necessary to protect the GRANTEE's and STATE'S interest against poor workmanship, fraud, or other potential loss associated with completion of the grant project.

M. Assignability
Without the written consent of the STATE, the GRANTEE'S interest in and responsibilities under this CONTRACT shall not be assignable by the GRANTEE either in whole or in part.

N. Use of Grant Monies
GRANTEE shall not use any grant funds (including any portion thereof) for the purpose of making any leverage loan, pledge, promissory note or similar financial device or transaction, without: 1) the prior written approval of the STATE; and 2) any financial or legal interests created by any such leverage loan, pledge, promissory note or similar financial device or transaction in the project property shall be completely subordinated to this CONTRACT through a Subordination Agreement provided and approved by the STATE, signed by all parties involved in the transaction, and recorded in the County Records against the fee title of the project property.
33 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C O. Section Headings
The headings and captions of the various sections of this CONTRACT have been inserted only for the purpose of convenience and are not a part of this CONTRACT and shall not be deemed in any manner to modify, explain, or restrict any of the provisions of this CONTRACT.

P. Waiver
Any failure by a party to enforce its rights under this CONTRACT, in the event of a breach, shall not be construed as a waiver of said rights; and the waiver of any breach under this CONTRACT shall not be construed as a waiver of any subsequent breach.

GRANTEE
AUTHORIZED REPRESENTATIVE Signature Date
Print Name and Title

STATE OF CALIFORNIA
DEPARTMENT OF PARKS AND RECREAȚION
AUTHORIZED REPRESENTATIVE Signature Date
Print Name and Title
34 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Accounting and Audits
Accounting Requirements
GRANTEES must use accounting practices that:
• Provide accounting data that clearly records costs incurred on the PROJECT and accurately reflects fiscal transactions, with the necessary controls and safeguards. • Provide good audit trails, especially the source documents (purchase orders, receipts, progress payments, invoices, time cards, cancelled warrants, warrant numbers, etc.) specific to the PROJECT.

Accounting Rules for Employee Services (IN-HOUSE EMPLOYEE SERVICES) GRANtEES must follow these accounting practices for employee services:
• Maintain time and attendance records as charges are incurred, identifying the employee through a name or other tracking system, and that employee's actual time spent on the PROJECT.
• Time estimates, including percentages, for work performed on the PROJECT are not acceptable.
• Time sheets that do not identify the specific employee's time spent on the PROJECT are not acceptable.
• Costs of the salaries and wages must be calculated according to the GRANTEE's wage and salary scales, and may include benefit costs such as vacation, health insurance, pension contributions and workers' compensation.
• Overtime costs may be allowed under the GRANTEE's established policy, provided that the regular work time was devoted to the same PROJECT.
• May not include overhead or cost allocation. These are costs generally associated with supporting an employee, such as rent, personnel support, IT, utilities, etc.

State Audit
Grants are subject to audit by DPR (see page Error! Bookmark not defined., Audit Checklist). All PROJECT records must be retained for five years after final payment was issued, or PROJECT terminated, whichever is later.

The GRANTEE must provide the following when an audit date and time has been confirmed by DPR:
• All PROJECT records, including the source documents and cancelled warrants, books, papers, accounts, time sheets, or other records listed in the Audit Checklist or requested by DPR.
• An employee having knowledge of the PROJECT and its records to assist the DPR auditor.

Record Keeping Recommendation
GRANtEES are encouraged to keep records of all eligible costs, including those not submitted to ogALs for payment. This provides a potential source of additional eligible costs, should any submitted expenses be deemed ineligible.

Contact the DPR Audits Office at (916) 657-0370 for questions about these requirements. 35 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Audit Checklist
An audit of the PROJECT may be performed before or following PROJECT completion. The GRANTEE must retain and make available all PROJECT related records for five years following PROJECT termination or final payment of GRANT funds. Listed below are some of the items the auditor will examine during the review of your records as applicable. It is the responsibility of the GRANTEE to have these records available in a central location ready for review once an audit date and time has been confirmed. If you have any questions regarding these documents, contact the State Department of Parks and Recreation Audits Office at (916) 657-0370.

CONTRACTS • Statement of just compensation
• Summary list of bidders (including individual (signed by seller) bid packages) • Statement of difference (if purchased
• Recommendation by reviewer of bids above appraisal)
• Award by governing body (minutes of the • Waiver of just compensation (if meeting/resolution) purchased below appraisal: signed by • Construction contract agreement seller)
• Contract bonds (bid, performance, payment) • Final Escrow Closing Statement • Contract change orders • Cancelled checks/warrants, bank • Contractor's progress billings statements and EFT receipts, • Payments to contractor (cancelled checks/ [payments) to seller(s)] warrants, bank statements, EFT receipts**) • GRANT deed (vested to the • Stop Notices (filed by sub-contractors and participant) or final order of release if applicable) condemnation
• Liquidated damages (claimed against the • Title insurance policy (issued to contractor participant)
n Notice of completion (recorded) • Relocation documents IN-HOUSE EMPLOYEE SERVICES* • Income (rental, grazing, sale of • Authorization/work order identifying project improvements, etc.) • Daily time sheets signed by employee and INTEREST
supervisor • Schedule of interest earned on State
• Hourly rate (salary schedules/payroll funds advanced (Interest on grant register) advances is accountable, even if
• Fringe benefits (provide breakdown) commingled in a pooled fund account IN-HOUSE EQUIPMENT* and/or interest was never allocated • Authorization/work order back to the grant fund.)
• Daily time records identifying the project site AGREEMENT/CONTRACTS • Hourly rate related backup documents • Leases, agreements, etc., pertaining MINOR CONTRACTS/ MATERIALS/ to developed/acquired property SERVICES/EQUIPMENT RENTALS • Proof of insurance pertaining to developed/acquired property
• Purchase orders/Contracts/Service
Agreements * Estimated time expended on the
• Invoices projects is not acceptable. Actual time
• Payments (cancelled checks/ warrants, bank records and all supporting statements and EFT receipts **) documentation must be maintained as charges are incurred and made
ACQUISITION available for verification at the time of
• Appraisal Report audit.
• Did the owner accompany the appraiser?
• 10-year history ** Front and back if copied.
36 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Definitions
Capitalized words and terms used in this guide are defined below.

ADVANCE - payment made to the GRanTEe for work that will occur in the future or work that has already occurred during the GRANT PERFORMANCE PERIOD and has not been paid for by the GRANTEE.

AUTHORIZED REPRESENTATIVE — the GRANTEE'S designated position authorized in the Resolution to sign all required GRANT documents.

CEQA - the California Environmental Quality Act established policies and procedures requiring GRANTEES to identify, disclose to decision makers and the public, and attempt to lessen, significant impacts to environmental and historical resources that may occur as a result of the GRANTEE's proposed PROJECT. (Public Resources Code §21000 et seq.; Title 14 California Code of Regulations §15000 et seq.) CONSTRUCTION COSTS - costs incurred starting with the date when ground-breaking construction activities such as site preparation, grading, or gutting begins, and continuing to the end of the GRANT PERFORMANCE PERIOD.

CONTRACT PERFORMANCE PERIOD - the amount of time stated on the contract agreement, specifying the performance of the contractual grant obligations between the GRANTEE and DPR.

DEVELOPMENT - construction, expansion, or renovation.

DPR - the California Department of Parks and Recreation.

GRANT - funds made available to a GRANTEE for completion of the PROJECT during the GRANT PERFORMANCE PERIOD.

GRANTEE - an entity having a fully executed contract with DPR.

GRANT PERFORMANCE PERIOD - period of time that ELIGIBLE COSTS may be incurred by the GRANTEE and paid for by DPR, as specified in the fully executed contract.

IN-HOUSE EMPLOYEE SERVICES -GRANTEE's employees working on the PROJECT SCOPE.

OGALS - DPR's Office of Grants and Local Services.

PRE-CONSTRUCTION COSTS - costs incurred within the GRANT PERFORMANCE PERIOD for the planning, design, and permit phase of the PROJECT before construction can begin.

PROJECT - the ScOPE as described in the competitive application to be completed with GRANT funds and committed funds, if identified on Funding Sources Form (page 6).

PROJECT COMPLETION - when the SCOPE is complete and the facilities are open and useable by the public.

PROJECT COMPLETION PACKET - The documents listed on page 23 that are required in order to request final payment following PROJECT COMPLETION.

PROJECT OFFICER - an oGALS employee, who acts as a liaison with GRANTEEs and administers GRANT funds, facilitates compliance with the Administration Guide and the GRANT contract.

SCOPE - the recreation features and major support amenities, as described in the competitive application that must be completed prior to final GRANT payment. 37 DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C For the Contract between the City of
Bicks ordic, Thc. dba Mack5

EXHIBIT F

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C - Exhibit F
- Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

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

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

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

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

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

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

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

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

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

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

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

5. Construction insurate waiver of Subrogation for Workers Compensation and Buider' Risk/ Course of . Builder's Risk/Course of Construction insurance covering all risks of loss less policy exclusions when th no ling propertys a financial interest in the property. - (Only required for Construction Contract.

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

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

Type 1 - Page 1 of 4
Revised: September 2011
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C _ Exhibit F
_Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
General Liability PROJECT COST REQUIRED LIMIT
(primary and excess limits $2 million p/c
-..
combined) $5 million p/o
Over $10 million $i0 million p/o
Fireworks
If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 licy shall be endorsed to name the City of Richmond as an additior sured per the conditions detailed belo
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and Builders' Risk/Course of
Construction - Covers property
(Only required for Construction
Projects involving property and
equipment installation.) the arty of fei chthonds k, including during transit, installation and testing at The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City:.

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

IVAC, paving, carpentry, pipelin
tank installation, drillers
residential & costerial builders.

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

Additional Insured Endorsement Applicable to General Liability Coverage.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required Type 1 - Page 2 of 4
Revised: September 2011
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C - Exhibit F
_Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
Additional Insured Endorsement SAMPLE Endorsements can be found at (continued) http://www.ci.richmond.ca.us/index.aspx?nid=61 Primary and Noncontributory
Waiver of Subrogation Fortrers compensa praid are is Course on or the city, Endorsement Form
coverage during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured ly deductible or self-insured retention must be declared to and approv Retentions / the City. At the option of the City either the insurer shall reduce liminate such deductibles or self-insured retention as respects the City o ne CONTRACTOR shall procure a financial guarantee in an amount equal t ne deductible or self-insured retention guaranteeing payment of losses an elated investigations, claims administration and defense expenses Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

Loss Payable Endorsement (only Applicable to Builder's Risk/Course of Construction naming the City of required when Builder's Risk Richmond as Loss Payee.
and/or Course of Construction
Insurance is required.)
SURETY BONDS The Contractor shall provide:
(If a Public Works/Engineering 1. A Bid bond
Project) 2. A Performance Bond

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

Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

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

Type 1 - Page 3 of 4
Revised: September 2011
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C _Exhibit F
_Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
Verification of Coverage
i rian delicates the endorsements cal be received a dales or a retreate are one in the co ndorsements affecting the coverage at any time
Designated Project age for the city of richendorsements shall be mailed, or delivered to the nsurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor mus ail the original certificates and endorsements to Designated Project Manager once faxec Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City's insurance requirements, the City may take such action as it deems necessary to protect the City's interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

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

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

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

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

Type 1 - Page 4 of 4
Revised: September 2011
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C MACKCRA-01 SUMMANR
ACORD: CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12121/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

PRODUCER License # 0E67768
875 Hopyard Roac
ADDREsS: [email protected]
INSURE RL INSURERS GORING COVERAGE. NAIC #
13056
INSURED INSURER B: U.S. Specialty Insurance Company 29599 Macks Craic, Inc. dba Mack5 INSURER C:
1000 Broadway, Suite 260 INSURER D:

Oakland, CA 94607
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

EUGENE AND ORDINE DENT RECES IT SON A FINE REDUCE PRO CANED EN SURE TO AT ME END, INSRI

LITR TYPE OF INSURANCE POLICY NUMBER LIMITS
X COMMERCIAL GENERAL LIABILITY 1,000,000
[EACH OCCURRENCE $
| CLAIMS-MADE X OCCUR X X PSB0001139 7/1/2022 7/1/2023 1,000,000 MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X SEET LOC PRODUCTS - COMP/OP AGG $ 2,000,000
OTHER: $
A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000
Fa accident $
ANY AUTO PSA0001031 7/1/2022 7/1/2023 BODILY INJURY (Per person) AUTOS ONLY BODILY INJURY (Per accident) $

X KURES ONLY PROPERTY DAMAGE
A UMBRELLA LIAB X OCCUR EACH OCCURRENCE 2,000,000
EXCESS LIAB CLAIMS-MADE PSE0001054 711/2022 711/2023 2,000,000

AGGREGATE

DED RETENTIONS

A XI SAUTI
YIN X PSW0001114 711/2022 7/1/2023 LEL EACHACCIDENT 1,000,000 $
LINA EL. DISEASE - EA EMPLOYEE S 1,000,000
YES OPERATIONS boy. EL. DISEASE • POLICY LIMIT S 1,000,000 Professional Liab. USS2232786 4/10/2022 4/10/2023 ¡Per Claim 2,000,000 B Professional Liab. USS2232786 4/10/2022 4/10/2023 Aggregate 2,000,000 Es Prote 20701-Tn-Sall Sall Construction Men, Aditional Remarks Schedule, may be attached it more space is requires

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
City of Richmond
450 Civic Center Plaza Preno Calehuell
_Richmond. CA 94804-0046
ACORD 25(2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C AGENCY CUSTOMER ID: MACKCRA-01 SUMMANR
LOC#: 1
ACORD:

ADDITIONAL REMARKS SCHEDULE Page 1 of 1
AGENCY License # 0E67768 NAMED INSURED
JOA Insurance Services
POLICY NUMBER Da00and, CA94657
SEE PAGE 1

CARRIER I MAIC CODE
SEE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles:

Subrogation included, as required by written contract.

Excess Liability follows form over the General Liability, Auto Liability and Employers Liability. 30-Day Notice of Cancellation is included per policy provisions.

ACORD 101(2008/01) @ 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Policy Number: PSB0001139 RLI Insurance Company
Named Insured: Macks Craic, Inc.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack® FOR PROFESSIONALS

BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM - SECTION II - LIABILITY

1. C. WHO IS AN INSURED is amended to include as additional insured under this policy must apply on a an additional insured any person or organization that
ou agree in a contract or agreement requirin
surance to include as an additional insured on thi
covers such additional insured as a named insured,
injury", "property damage" policy, but only with respect to labilly for "and and we will not share with that other insurance, advertising injury" caused in whole or in part by vou provided that:
or those acting on your behalf:
a. The "bodily injury" or "property damage" for
a. In the performance of your ongoing operations; which coverage is sought occurs after you have entered into that contract or agreement; or
b. In connection with premises owned by or rented
to you; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense
c. In connection with "your work" and included
committed after you have entered into that
within "product-completed operations
hazard". contract or agreement.

2. The insurance provided to the additional insured by 4. The following is added to SECTION III K. 2.

Transfer of Rights of Recovery Against Others to
this endorsement is limited as follows:

Us - COMMON POLICY CONDITIONS (BUT
a. This insurance does not apply on any basis to APPLICABLE TO ONLY TO SECTION || - any person or organization for which coverage LIABILITY) as an additional insured specifically is added by We waive any rights of recovery we may have another endorsement to this policy.
against any person or organization because of
b. This insurance does not apply to the rendering payments we make for "bodily injury", "property of or failure to render any "professional damage" or "personal and advertising injury" arising services". out of "your work" performed by you, or on your behalf, under a contract or agreement with that
c. This endorsement does not increase any of the
limits of insurance stated in D. Liability And here you have agreed to do so as part of :

Medical Expenses Limits of Insurance. contract or agreement with such person o

3. The following is added to SECTION III H.2. Other
Insurance - COMMON POLICY CONDITIONS
(BUT APPLICABLE ONLY TO SECTION II -

LIABILITY)
However, if you specifically agree in a contract or
agreement that the insurance provided to an
ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

PPB 304 02 12 Page 1 of 1
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Policy Number: PSA0001031
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
A. Broad Form Named Insured of the operations contemplated by such contract. The The following is added to the SECTION |I - waiver applies only to the person or organization COVERED AUTOS LIABILITY COVERAGE, Para- designated in such contract. graph A.1. Who Is An Insured Provision: E. Employee Hired Autos Any business entity newly acquired or formed by you 1. The following is added to the SECTION II - during the policy period, provided you own fifty COVERED AUTOS LIABILITY COVERAGE, percent (50%) or more of the business entity and the Paragraph A.1. Who Is An Insured Provision:
business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a
maximum of one hundred eighty (180) days following
the acquisition or formation of the business entity.
with your permission, while performing dutles
This provision does not apply to any person or related to the conduct of your business. organization for which coverage is excluded by
endorsement. 2. Changes in General Conditions:

B. Employees As insureds Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is
The following is added to the SECTION II - deleted and replaced with the following:

COVERED AUTOS LIABILITY COVERAGE, Para-
graph A.1. Who Is An Insured Provision: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered
Any "employee" of yours is an "insured" while using a "autos" you own:
covered "auto" you don't own, hire or borrow in your
business or your personal affairs. (1) Any covered "auto" you lease, hire, rent or borrow; and
C. Blanket Additional Insured
The following is added to the SECTION |I - (2) Any covered "auto" hired or rented by your "employee" under a contract in that
COVERED AUTOS LIABILITY COVERAGE, Para- individual "employee's" name, with your graph A.1. Who Is An Insured Provision: while performing duties permission,
Any person or organization that you are required to related to the conduct of your business. include as an additional insured on this coverage form However, any "auto" that is leased, hired, in a contract or agreement that is executed by you rented or borrowed with a driver is not a before the "bodily injury" or "property damage" occurs covered "auto". is an "insured" for liability coverage, but only for F. Fellow Employee Coverage damages to which this insurance applies and only to
the extent that person or organization qualifies as an SECTION II - COVERED AUTOS LIABILITY "insured" under the Who Is An Insured provision COVERAGE, Exclusion B.5. does not apply if you contained in SECTION I| - COVERED AUTOS have workers compensation insurance in-force LIABILITY COVERAGE covering all of your employees.

The insurance provided to the additional insured will G. Auto Loan Lease Gap Coverage be on a primary and non-contributory basis to the SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of
the following:
"property damage" occurs. In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any
D. Blanket Walver Of Subrogation unpaid amount due on the lease or loan for a covered The following is added to the SECTION IV - BUSI-
JESS AUTO CONDITIONS, A. Loss Conditions, 5. 1. The amount paid under the PHYSICAL Transfer Of Rights Of Recovery Against Other: DAMAGE COVERAGE section of the pollo: and To Us: 2. Any:

We waive any right of recovery we may have against a. Overdue lease/loan payments at the time of any person or organization to the extent required of the "loss"; you by a contract executed prior to any "accident" ol
"loss", provided that the "accident" or "loss" arises out PPA 300 03 13
DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06
(Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce you perform work under a written contract that requires you to obtain this agreement from us.) our right against the person or organization named in the Schedule. (This agreement applies only to the extent that work described in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees whlle engaged in the The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization Job Description
All persons or organizations that are party to a contract that Jobs performed for any person or organization that you requires you to obtain this agreement, provided you executed have agreed with in a written contract to provide this the contract before the loss. agreement.

This endorsement changes the policy to which It is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this ondorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective Policy No. PSW0001114 Endorsement No.

Insured Insurance Company
Macks Craic, Inc., RLI Insurance Company
Countersigned By
©1998 by the Workers' Compensation Insurance Rating Bureau of Callfornia. All rights reserved.

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C Policy Number: PSE0001054 RLI Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack® FOR DESIGN PROFESSIONALS

EXCESS LIABILITY ENHANCEMENT

SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT
\. General Aggregate Limit - Per Project Or Per Location

3. Additional Insured - Primary/Non-contributory
C. Waiver Of Transfer Of Rights Of Recovery Against Others To Us This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS LIABILITY COVERAGE FORM
A. General Aggregate Limit - Per Project Or Per (3) premises where operations are performed in Location
sections, stages or phases as a continuation
Paragraph 2.a. of C. Limits of Liability of SECTION of the same contract or agreement, even if I - INSURING AGREEMENT is deleted the premises do not involve connecting lots. replaced by the following: B. Additional Insured - Primary/Non-contributory a. The limit of liability stated in the Declarations as Paragraph K. Other Insurance of SECTION IV - general aggregate is the most we will pay during CONDITIONS is deleted and replaced by the each policy period for all ultimate net loss, following:
except ultimate net loss because of:

K. Other Insurance
(1) injury and damage included in the products-
completed operations hazard or; If other insurance, whether collectible or not, is available to the insured covering a loss also
(2) any coverage included in underlying
insurance to which no underlying aggregate covered by this policy, the insurance afforded by applies. this policy shall be in excess of, and shall not contribute with, such other insurance. However,
The general aggregate applies separately to if the underlying Insurance provides coverage of your "projects" away from premises to an additional insured on a primary basis, or a owned by or occupied by you or to each of your primary and non-contributory basis, this insur- locations owned by or occupied by you. ance shall be avallable to such "Projects" mean an area away from premises insurance. share with other owned by or rented to you at which you are insurance which covers such additional insure performing operations pursuant to a contract or as a named insured agreement. For the purposes of determining the C. Waiver Of Transfer Of Rights Of Recovery applicable aggregate limit of insurance, each
"project" at the same "location" shall be Against Others To Us considered a single "project". Paragraph L. Subrogation of SECTION IV - For the purposes of this provision, "location" is deleted and replaced by the means
(1) premises involving the same or connecting
lots;
(2) premises where connection is interrupted
only by a street, roadway, waterway or right-
of-way of a railroad; or
PPU 304 06 10

DocuSign Envelope ID: 144DFEAC-CD7F-453D-9E0B-567B1C70C20C L. Subrogation
Any amount recovered through subrogation
In the event of any payment under this policy, the otherwise shall be apportioned in the inverse order insured must notify us of any of the insured's rights of payment of the claim or claims involved to the of recovery against any person or organization. We extent of actual payment thereof by all interests. The shall be subrogated to all such rights. The expenses of all such recoveries and proceedings in insured shall execute and deliver instruments connection therewith shall be apportioned in the and papers and do whatever else is necessary to ratio of respective recoveries. With respect to secure such rights. The insured shall do nothing proceedings conducted solely by us, if there is no atter loss to prejudice such rights. However we recovery, we will bear the expense thereof. If there any rights of recovery we may have is a recovery, we shall be reimbursed in full from against any person or organization if the such recovery for the amount of all expenses underlying insurance also waives such rights. incurred by us before apportionment of such recovery as herein provided.

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

PPU 304 06 10