April 28, 2026
Library and Community Services
DATE: April 28, 2026
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager – Community
Services
Tamara Walker, Deputy Director of
Community Services, Employment and Training Division
Subject: Contract Amendment No. 2 with LCP Tracker for Labor Compliance Monitoring and Reporting Services
FINANCIAL IMPACT: The proposed $29,000 expenditure is included within the approved fiscal year 2025-2026 Community Services
budget (Account String: 01251151-400201)
PREVIOUS COUNCIL
ACTION:
July 6, 2021
June 24, 2025
January 6, 2026
STATEMENT OF THE
ISSUE:
The Employment and Training Division of the Community
Services Department seeks approval of the second
amendment to the agreement with LCPtracker, Inc. to
continue providing a web-based labor compliance system
that supports certified payroll reporting and tracks
compliance with the City of Richmond’s Local
Employment Program Ordinance and Business
Opportunity Ordinance.
RECOMMENDED ACTION: APPROVE the second amendment to the agreement with LCPtracker, Inc., in the amount of $29,000, for a total contract amount not to exceed $56,999, for the term
beginning March 5, 2025, and ending March 4, 2027, to
continue providing labor compliance software for certified payroll, workforce tracking, and ordinance compliance on City-funded projects – Community Services
Department/Employment and Training (Tamara Walker
510-307-8006/LaShonda White 510-620-6828).
AGENDA
REPORT
167
April 28, 2026
DISCUSSION:
The City of Richmond adopted the Local Employment Program Ordinance and the Business Opportunity Ordinance to advance equitable economic development by promoting local hiring and increasing participation of small, local, and minority-owned businesses in City-funded projects. These ordinances establish workforce participation goals and reporting requirements to ensure that public investments generate meaningful community benefits.
To support compliance, monitoring, and transparency, the City has utilized LCPtracker, a cloud-based labor compliance management system, since 2017 (Attachment 1).
LCPtracker provides an integrated, web-based platform that automates the submission and review of certified payroll records, tracks workforce participation goals, and generates standardized compliance reports required by local, state, and federal agencies. The system is embedded within the City’s public works and capital improvement project processes and serves as a critical tool for ensuring accountability and regulatory compliance across all applicable projects.
In March 2026, the City administratively extended the contract for time in order to evaluate the appropriate contract amount, which is based on the total dollar value of projects administered through the system (Attachment 2). This assessment confirmed the need to adjust the contract to align with current and anticipated project activity levels.
The Employment and Training Division now seeks approval to amend the contract with LCPtracker, Inc. (Attachment 3). Due to the specialized nature of labor compliance software and LCPtracker’s established role in supporting public agencies, the platform remains uniquely suited to meet the City’s operational and regulatory requirements. At this time, LCPtracker is the only vendor identified that provides a comprehensive solution fully compatible with the City’s existing compliance framework and reporting obligations.
Amending the existing contract will ensure continuity of operations and avoid disruption to active capital projects. It will also preserve historical compliance data, maintain system integration across departments, and eliminate the significant cost, time, and risk associated with transitioning to a new platform. Continued use of LCPtracker further ensures that the City remains audit-ready and in compliance with funding requirements tied to state and federal infrastructure and workforce development programs.
City staff recommend that the City Council approve the second amendment to the agreement with LCPtracker, Inc., in the amount of $29,000, for a total contract amount not to exceed $56,999, for the term beginning March 5, 2025, and ending March 4, 2027, to continue providing labor compliance software for certified payroll, workforce tracking, and ordinance compliance on City-funded projects. 168
April 28, 2026
SYNERGISTIC POLICIES:
This action aligns with the City of Richmond’s Local Employment Program Ordinance, Business Opportunity Ordinance, and broader economic development and equity goals.
The use of LCPtracker supports transparent enforcement of local hiring and contracting requirements, strengthens compliance with prevailing wage and federal grant regulations, and reinforces the City’s commitment to inclusive growth and equitable opportunity for Richmond residents and businesses.
DOCUMENTS ATTACHED:
Attachment 1 – Original Contract
Attachment 2 – LCP Contract, Amendment 1
Attachment 3 – LCP Contract, Amendment 2
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DocID #34720v1
CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
A California: corporation, limited liability corporation, general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:] _________________________________________ other [specify:] ___________________________________________________
2. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City Manager Execution Date: ____________________________ Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan
Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment. 13005 7812
Employment and Training Tamara Walker [email protected] LCPtracker contract term extension
LCPtracker, Inc. 117 East Chapman Ave Orange, CA 92866 Mary Horne 810-243-1740 [email protected] 40056490 Texas corporation with offices in California (state of registration changed but same EIN and company) 1/06/026 3/5/2025 3/4/2026 $27,999 Docusign Envelope ID: 3833B220-DD62-4BBD-BB52-0D02B01CDEAB Docusign Envelope ID: FFC84C3E-1CC5-46B1-ABB9-9E7C6053CCF1 207
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CITY OF RICHMOND,
a municipal corporation
By: ________________________________
Title: ______________________________
Date Signed: ________________________
I hereby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: _______________________________
City Clerk
Approved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
LCPtracker, Inc.
Docusign Envelope ID: 3833B220-DD62-4BBD-BB52-0D02B01CDEAB 3/4/2026
CRO
Docusign Envelope ID: FFC84C3E-1CC5-46B1-ABB9-9E7C6053CCF1 208
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■
3/5/2025 3/4/2027
Docusign Envelope ID: 3833B220-DD62-4BBD-BB52-0D02B01CDEAB Docusign Envelope ID: FFC84C3E-1CC5-46B1-ABB9-9E7C6053CCF1 209
CITY OF RICHMOND
CONTRACT AMENDMENT
Department:
Employment and Training
City Project Manager:
Tamara Walker
City Project Manager E-mail:
[email protected]
City Project Manager Phone No:
510-307-8006
Vendor No: Contract No:
Description of Services:
Amendment of the LCP Tracker contract
Amendment No. modifies the (check all that apply):
Term X Payment Limit Service Plan
Complete the Amendment History page if this Amendment is the 2 nd or subsequent amendment.
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, and the following named Contractor:
Contractor Name: LCP Tracker
Street Address: 117 East Chapman Ave
City, State, Zip Code: Orange, CA 92866
Contact Person: Mary Horne
Telephone: 7146690052 Email: [email protected]
Business License No: 40056490
A California: corporation, limited liability corporation, general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:]
other [specify:]
2. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City Manager Execution Date: 1/6/2026 Effective Date: 3/5/2025 ; Termination Date: 3/4/2026
Payment Limit: 27,999 .
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect. 210 DocID #34720v1
211
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CITY OF RICHMOND,
a municipal corporation
By:
Title:
Date Signed:
I hereby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By:
City Clerk
Approved as to form:
By:
City Attorney
LCP Tracker
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By:
Title:
Date Signed:
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By:
Title:
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
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AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $
Term Amendment (insert new termination date):
Service Plan
The second Contract Amendment was approved by City Council or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $
Term Amendment (insert new termination date):
Service Plan
The third Contract Amendment was approved by City Council or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $
Term Amendment (insert new termination date):
Service Plan
The fourth Contract Amendment was approved by City Council or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $
Term Amendment (insert new termination date):
Service Plan
The fifth Contract Amendment was approved by City Council or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $
Term Amendment (insert new termination date):
Service Plan
The sixth Contract Amendment was approved by City Council or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $
Term Amendment (insert new termination date):
Service Plan
213
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
3/5/2025
(Insert Contract Effective Date)
and it terminates
3/4/2027 .
(Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $ 29,000 . Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 56,999 including expenses for the Construction Capacity tier chosen"
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■
■
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April 28, 2026
Library and Community Services
DATE: April 28, 2026
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager of Community
Services
Kate Eppler, Deputy Director of Community ServicesLibrary Christopher Larsen, Library Services Manager
Subject: Contract with Unity Courier Services, Inc. for Delivery of Interlibrary Loan Materials
FINANCIAL IMPACT: The proposed three-year term not-to-exceed cost of $42,000, comprising $14,000 per year, is included within the approved fiscal year 2025-2026 Library operating
budget and will be budgeted accordingly in subsequent
fiscal years (Account String: 01242855-400290).
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
The Richmond Public Library seeks City Council approval to enter into a sole-source contract with Unity Courier Service, Inc. to provide courier services necessary to
support the Link+ interlibrary loan system. These
services are essential to the continued transport of library materials between participating Link+ libraries and to
maintaining uninterrupted access to the program for
Richmond residents.
RECOMMENDED ACTION: APPROVE a sole-source contract with Unity Courier Service, Inc. for Link+ interlibrary courier services, with a term beginning July 1, 2025, and ending June 30, 2028,
for a total payment limit of $42,000 – Community ServiceLibrary (Christopher Larsen/Kate Eppler/LaShonda White 510-620-5524).
AGENDA
REPORT
215
April 28, 2026
DISCUSSION:
The Link+ lending system is an unincorporated, private nonprofit consortium comprised of more than 70 academic and public libraries throughout California and Nevada.
Through its participation in Link+, the Richmond Public Library provides its patrons with access to a shared catalog of millions of items beyond the Library’s local collection, significantly expanding the range of materials available to residents without requiring additional local acquisitions.
Richmond Public Library cardholders can request items from any participating Link+ library through an online system, either independently or with assistance from library staff. Requested material, including books, audiobooks, and DVDs, are delivered via courier service to a Richmond Public Library location, where they can be borrowed and returned at no cost to the patron. Upon return, materials are transported back to their owning library through the same courier network. This service enhances equitable access to information and resources, particularly for specialized, academic, or less frequently requested materials that may not be held within the Library’s local collection.
In Fiscal Year 2024–2025, Richmond Public Library patrons borrowed 4,589 items from Link+ libraries, while Richmond Public Library lent 2,911 items to patrons of other participating libraries. These figures demonstrate both strong local demand for expanded access to materials and Richmond’s active role as a contributing member of the regional resource-sharing network.
Participation in Link+ requires member libraries to maintain separate contracts with key service providers that support the system’s operations (Attachment 1). These include Innovative Interfaces, Inc., which provides the shared catalog platform, and a courier service responsible for transporting materials between libraries. The Link+ consortium has selected Unity Courier Service, Inc. as its designated courier provider to ensure consistent and coordinated delivery across participating jurisdictions. The courier is selected at the consortium level and must operate within the established Link+ delivery network; therefore, Unity Courier Service, Inc. is the only provider capable of delivering these services for participating libraries, and the contract qualifies as a sole-source procurement (Attachment 2).
The Richmond Public Library’s previous agreement with Unity Courier Service expired on June 30, 2025. Due to delays associated with negotiating and finalizing a new agreement, courier services have continued without interruption to avoid disruption to patrons; however, a formal contract has not been in place during this period. The proposed agreement is therefore backdated to July 1, 2025, to authorize payment for services already rendered and to ensure continuity of the Link+ program moving forward.
Continued participation in Link+ is critical to maintaining a high level of library service for Richmond residents, as it allows the Library to leverage regional resources, reduce 216
April 28, 2026
duplication of materials, and provide timely access to a significantly broader collection than would otherwise be possible within local budget constraints.
Consequently, City staff recommend that the City Council approve a sole-source contract with Unity Courier Service, Inc. for Link+ interlibrary courier services, with a term beginning July 1, 2025 and ending June 30, 2028, for a total not-to-exceed amount of $42,000, and authorize payment for services rendered beginning July 1, 2025 to ensure continuity of service (Attachment 3).
DOCUMENTS ATTACHED:
Attachment 1 – Link+ Bylaws
Attachment 2 – Sole Source Justification
Attachment 3 – Contract
217
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A Resource Sharing Library Consortium
BYLAWS
Article I- Name
The name of this organization shall be LINK+. LINK+ is an unincorporated private, nonprofit association based in California.
Article II- Purpose
A. To enhance and expand access to and increase the effective utilization of library collections, through collaborative partnerships, among LINK+ members and the creation of an electronic union catalog. In this regard, a primary interest of LINK+ is to realize the consortial benefits, with the participation of all its membership, in a program of online user-initiated borrowing from member institutions.
B. To provide a forum for the discussion of other collaborative activities such as shared collection development, visiting user programs, and cost sharing/reduction programs.
C. To engage in ongoing activities such as:
o Networking of directors of LINK+ member libraries,
o Provision of opportunities for staff interaction in the areas of document delivery and collection development,
o Participation in grant opportunities for consortial activities, o Provision of reciprocal borrowing privileges for users.
Article III- Membership
• Section 1- Membership. The organization shall be open to any library of a separately incorporated institution in California, or contiguous states, that has the Innovative Interface, Inc. integrated library system, or is willing to undertake the programming required to effectively interface with the LINK+ union catalog.
Such libraries receiving greater than one-third negative votes by the Members will be denied membership.
• Section 2- Responsibilities of Members
o A. All members are expected to comply with the following:
▪ Maintaining a contract for INN-Reach services from Innovative Interfaces, Inc.
▪ Loaning and borrowing materials in a timely manner (adequate staffing for the goal of 24-hour turnaround)
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Last Updated August 18, 2025 Page 2 of 6
▪ Contracting, at the institutional level, courier service for Monday through Friday except holidays with the LINK+ designated courier service
▪ Agreeing to and following established LINK+ policies and procedures
▪ Supporting participation of LINK+ operational staff in scheduled Operations Group meetings (currently one annual meeting per year and participation in regional group meetings as needed) and serving on the Operational Steering Committee, if asked to serve ▪ Committing to attending the Annual Business Meeting of LINK+ library directors
▪ Willing to serve on and attend meetings of the LINK+ Executive Committee if asked to serve
▪ Committing to LINK+ policy that members upgrade to the most current software version within 12 months of its release. o B. Members pay annual dues to LINK+, with the dues rate set at the Annual Business Meeting to support the work of the organization. o C. Members are eligible to participate in all joint LINK+ programs, contracts, purchases and licensing agreements. Upon payment of the appropriate institutional fee(s) as set by the Members or agreed to by the Members with the information producer or vendor, for that program, contract, purchase or agreement.
• Section 3- Membership Payments. LINK+ Fiscal Agent shall issue the annual dues invoices by 1 July. Dues are payable by 1 September each year. New members will be prorated based on when they join.
• Section 4- Applications. Non-member institutions may apply for membership in LINK+ at any time by contacting the Membership Officer. Applicants are reviewed and voted on by the Executive Committee and then, if approved, taken to the Membership. Such applicants receiving greater than one-third negative votes by the Members will be denied membership.
• Section 5- Representation. Member institutions shall be represented by the individuals who are the chief administrative officers (hereafter referred to as Directors) of the libraries. An Assistant Administrative Officer may represent the Member institution if that person has full decision-making authority for the meeting in question. When voting does take place, a simple majority of those Directors (or Designees) present and voting shall decide the issue. Exceptions are decisions with financial implications which require an affirmative two-thirds majority of the votes cast by the Members.
• Section 6- Voting. Voting may take place in person at the annual meeting or electronically through the Directors listserv.
o A. Annual Meeting: Votes will be taken by a show of hands by those attending in person. In the event that some members are participating virtually they will record their votes using the meeting software's method 219
Last Updated August 18, 2025 Page 3 of 6
of recognition/voting. A time will be reserved for virtual attendees to identify themselves (name and institution) and voice their votes. o B. Directors listserv: Ballot items will be announced via the listserv and will include voting instructions and deadlines.
• Section 7- Withdrawal/Removal. Members may withdraw from LINK+ any time during the year upon written notification to the Membership Officer. There will be no refund of dues or other participation fee(s). Members who consistently fail to meet the Responsibilities of Members (Art. III, Sect. 2) may be brought to the Membership for removal from LINK+. An affirmative two-thirds majority of the votes cast by the Members is required to remove a Member.
Article IV- Governance
• A. There shall be two bodies that will oversee LINK+ activities- all the Directors of Member libraries and the Operations Group,
• B. Directors of the Member libraries will meet at least once a year. Members may choose to attend virtually. Such meetings will approve LINK+ policies, will elect members of the Executive Committee, and will conduct any other business deemed appropriate by the Directors present at the meeting. • C. Executive Committee see Article V, Section 1.
• D. Operations Group shall consist of representatives from member libraries.
The Operations Group has an Operations Steering Committee governed by the Operations Steering Committee Charge.
Article V- Officers
Section 1- Executive Committee. There shall be an Executive Committee consisting of seven Directors, assistant Directors or equivalent. Two shall represent academic libraries. Three shall represent the public libraries. Two shall represent either an academic or a public library. The Chair of the Operations Steering Committee will be an ex officio non-voting member.
• A. Election/Terms. The election for the Executive Committee shall take place at the Annual Business Meeting. The Executive Committee representatives will be elected to serve two years except for those chosen for the Chair Elect, Chair, and Nominations Officer cycle. One of the representatives shall be elected Chair Elect, one elected Recorder, and one elected Membership Officer. The Chair Elect will succeed to the Chair. The outgoing Chair will serve as Nominations Officer. Representatives of the Executive Committee may be re-elected for two additional terms.
• B. Duties. Duties of the Executive Committee shall include review of applications for membership with recommendations to the Members, review of annual dues, if any, with recommendation to the Members, review of all 220
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additional matters as deemed appropriate with recommendations to the Members and conduct the business of the Organization.
• C. Vacancies. Any permanent vacancy occurring in the Executive Committee shall be filled by a Director, assistant Director or equivalent elected by the Members either through an electronic ballot or at the next LINK+ Members meeting after the vacancy arises; the representative so elected will complete the term and roles of the representative being replaced on the Executive Committee. If there are not enough nominees from either of the prescribed library types listed in section 1 above (two academic or three public), the committee will be free to recruit representatives from any library type. • D. Meetings. The Executive Committee shall meet as needed to conduct the business of the Organization. The date, time, place, and agenda of such meetings shall be communicated by the Chair to the Executive Committee members in advance of the meetings. These meetings may be conducted virtually. Executive Committee meetings shall be open to any interested Director, except under extraordinary circumstances, as determined by the Chair.
Section 2- Chair of the Executive Committee. The Chair of the Executive Committee shall: prepare, and distribute in advance, the agenda for the Annual Business Meeting; chair all Executive Committee meetings; report at each Annual Business Meeting on the actions of the Executive Committee; serve as the liaison with the Operations Group and the Operations Steering Committee; serve as the Chief Official representative of LINK+ to external constituencies; and serve as the Official Liaison between LINK+ and the Fiscal Agent in matters relating to the contractual relationship and budgetary matters.
Section 3- Membership Officer. The Membership Officer shall: serve as the contact person for information and libraries wishing information about membership in LINK+, shall receive, review for completeness and appropriateness, and maintain records of all applications; shall take the application to the Executive Committee for review, and if approved shall make recommendation to the Members, shall manage the electronic vote for prospective Members, shall follow up with the Fiscal Agent to ensure that proper membership invoicing takes place (if annual dues), and shall inform the Operations Steering Committee Chair of the membership information for the LINK+ Web page.
Section 4- Recorder. The Recorder shall record actions taken at meetings of the Executive Committee and the Annual Business Meeting and provide any necessary follow-up to ensure that necessary subsequent steps have been taken regarding such actions; prepare and submit information to the Operations Steering Committee Chair for posting on the LINK+ Web page, and keep the official archives of the Organization.
Section 5- Nominations Officer. The Nominations Officer is the Out-going Chair of the Executive Committee and shall prepare the slate of candidates for the Executive Committee Members according to Article V, Section 1, A.
Article VI- Committees
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• Section 1- The Executive Committee may appoint ad hoc Committees as needed.
• Section 2- Operations Group
• Section 3- Operations Group Steering Committee
Article VII- Host Institution and Fiscal Agent
Section 1- Host Institution
• A. Innovative Interfaces, Inc (III), acts as the Host Institution for LINK+. In this capacity, III serves, when appropriate, as the contact point for technical information regarding LINK+.
Section 2- Fiscal Agent
• A. An institution, or other organization, shall be designated by the Members (or the Executive Committee acting for them) as Fiscal Agent. The Fiscal Agent will work with the Membership Officer to invoice and collect Link+ membership dues, according to the schedule outlined elsewhere in these Bylaws (Article III, Sect. 3). The Fiscal Agent will provide and file the annual financial report of the Organization.
Article VIII- Amendments
• Section 1. These Bylaws may be amended or rescinded by an affirmative twothirds majority of the votes cast by the Members. Properly proposed and considered amendments, as specified in this Article of the Bylaws, may be voted on by either electronic mail or paper mail ballot.
• Section 2. Amendments may be proposed by any Member of LINK+. Proposals should be in writing, paper or via electronic mail, to the Chair of the Executive Committee.
• Section 3. Any proposed amendment must be placed on the agenda and be distributed prior to the meeting in which it is considered or sent out either by electronic mail or paper mail two weeks prior to the corresponding electronic mail or paper mail ballot.
Article IX- Adoption
• Section 1- Adoption. The present Bylaws shall be effective immediately upon their adoption by an affirmative two-thirds majority of the votes cast by the Members. Following their adoption, the Bylaws shall be posted to and regularly updated on the LINK+ Web pages.
Article X- Dissolution
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Last Updated August 18, 2025 Page 6 of 6
• Section 1- Dissolution. Dissolution of this organization is possible only after a paper mail ballot, which requires an affirmative two-thirds majority of the votes cast by the Members; such results can only be announced at the Annual Business Meeting. Upon dissolution of the organization, any remaining assets or liabilities of the organization will be distributed equally to the Members in good standing at the time of such dissolution.
Article XI- Parliamentary Authority
In the absence of provisions in these Bylaws, the provisions of the latest edition of Roberts Rules of Order shall be the parliamentary authority. 223
Page | 1 Sole Source Form – Rev. May 12, 2016
City of Richmond
Sole Source Justification
THIS FORM MUST BE COMPLETED AND APPROVED PRIOR TO ANY PURCHASE _______________________________________________________________________________ Contact the Purchasing Division and discuss your rationale before completing this form. If Purchasing can help you make this a competitive purchase, then this form will not be required.
Attach this completed/approved form to requisitions when competitive quotes/bids/proposals are not solicited. (Required for requisitions > $3,000)
Requested Sole Source Supplier:
Company Name: ___________________________ Contact Name: ______________________ Address: _______________________________________________________________________ City: _________________________ State: _____________ Zip Code: ____________________ Phone Number (____) ___________ E-Mail _______________________________________ Duration of Contract: ____________________________________ Estimated Cost: $ _______________ Funding Source (Account String)_________________ Is the product/service IT related? Yes_____No _____ If Yes, please attach the approved IT Authorization Form For Product: Is the recommended company the manufacturer of the product? Yes_____ No _____ For Product: Does the manufacturer sell the item(s) through distributors? Yes_____ No _____ Description of Product or Service:
Describe the full scope of work or service contemplated including installation if required; items should include brand, model and part number if applicable; (if additional space is needed, include them in a separate page) Sole Source Rationale: PLEASE ANSWER ALL THE FOLLOWING QUESTIONS: Explain why the recommended company is the only company that can meet the requirement. Address the following: Are there any other companies who can do this job? What condition (e.g. technological superiority, or performance risks, etc.) exists so that the recommended company has a significant advantage over any other company who can do this job? It is important to sufficiently address the key reason for awarding an order/contract without soliciting competitive bids. The rational must be clear and convincing, avoiding generalities and unsupported conclusions. (if additional space is needed, include them in a separate page) Unity Courier Service Alex Gil 7555 N San Fernando Rd Burbank CA 91505 626 833-2539 [email protected] July 1, 2025 - June 30, 2028 60,000 01241055-400263 x Unity Courier Service provides intrastate courier service for Link+, our inter-library service, which allows patrons to borrow library materials at no cost from other libraries in California.
Link+ is a consortium of more than 70 public and aademic libraries in California, sharing a certalized server and catalog to facilitate the loan of library materials. The Link+ system is managed by staff from Innovative Interfaces, Inc., at the direction of, and with the financial contributions of, Link+ members. The Link+ consortium has selected Unity Courier Service to provide pickup and delivery of materials loaned through the Link+ system. Member libraries must contract individually with Unity, the Link+ selected courier. 224
2 | Page
Complete the following checklist
A specific contractor is the only source of the required item because (check all that apply):
The required items are proprietary to the Contractor, and contractor solely transacts (sells) direct to the customer. (There are no dealers or distributors for contractor).
The required items are proprietary to the Contractor, and contractor does not sell direct to the customer. Contractor solely distributes the item or service through only one dealer or distributor in the United States. (There are no dealers or distributors for contractor).
Note: If item or service is available from more than one source, the item or service may be treated as proprietary, but must be competitively solicited from multiple (two or more) sources.
A specific item is needed:
To be compatible or interchangeable with existing hardware As spare or replacement hardware For the repair or modification of existing hardware Federal or state grant names vendor as condition of funding. (Attach copy of grant that names vendor)
There is a substantial risk in contracting with any other contractor, (e.g., only one contractor has been successful to date in implementing a difficult manufacturing process or the services sought). In a brief explanation, provide supporting evidence of why other contractors are considered to be unable to overcome the substantial risk.
Continuation of prior Work – Additional item, service or work required, but not known to have been needed when the original order was placed with vendor, and it is not feasible or practicable to contract separately for the additional need. Provide brief explanation and supporting evidence. (if additional space is needed, include them in a separate page) Unity Courier Service is the sole authorized vendor to provide delivery service for the Link+ system.
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3 | Page
I acknowledge the City’s requirements for soliciting competitive quotes/bids for purchases over $3,000.00 and the criteria for justification for Sole Source purchases. I have gathered the required information, have made a concerted effort to review comparable/equal equipment/services (e.g., market research), and further affirm that there is no conflict of interest involved in the selection made.
Department: _________________________________
Requester Name and Title: ____________________________________________________________ Note: Requester must be able to defend this justification.
Date:_____________ Phone: _______________
Department Director (Print) _____________________ (Sign) ________________ Date:__________ --------------------------------------------------------------------------------------------------------------------- Submit completed form to the Purchasing Division (Prior to submission to City Manager) Finance Director:
APPROVED: ____________________ DATE: ___/___/___
NOT APPROVED: ________________ COMMENTS:
____________________________ ______________________________ City Manager City Clerk Attesting to Council Approval
(Under $10,000.00) (Over $10,000.00) (Copy of Minutes may be substituted) Note: Richmond Municipal Code Section 2.52.326 Sole Source Procurement requires final approval by the City Manager and/or City Council. Sole Source must be approved by Finance Director, PRIOR to Council Approval.
PROCEDURE
Sole Source purchase/service are exceptions to the normal bidding process and require a detailed justification. In processing Sole Source requests for supplies, services and/or equipment, the Purchasing Division adheres to and is governed by the principles set forth in City of Richmond Municipal Code Section 2.52.326 Sole Source Procurement.
If you are requesting a particular vendor, brand or product, you must make this fact clear on your Sole Source form.
Your request will then be restrictive and non-competitive, and will fall into a sole source category. If the sole source justification is approved, the requisition can be expedited without the normal bidding requirements.
Such a request should not be made unless you are confident that your request is reasonable and appropriately justified to meet the City’s requirements and withstand any possible audit. The City’s requirements and the format for submitting such requests are contained herein. Sole Source form must be signed by authorized department representative(s). The certification will remain on file for audit purposes.
The following factors DO NOT apply to sole source requests and should not be included in your sole source justification. They will not be considered and only tend to confuse the evaluation process.
1. Personal preference for product or vendor.
2. Cost, vendor performance, and local service (these are generally considered award factors in competitive bidding).
3. Features which exceed the minimum department requirements.
Community Services - Library Kate Eppler, Deputy Director of Community Services-Library 02/06/2026 (510) 620-5452 LaShonda White 2/6/2026 226
CITY OF RICHMOND
STANDARD CONTRACT
Department:
Community Services-Library
City Project Manager:
Christopher Larsen
City Project Manager E-mail:
[email protected]
City Project Manager Phone No:
(510) 620-5452
Vendor No:
13443
Contract No:
Description of Services:
Transportation of bibliographic materials between Richmond Public Library and other participating Link+ libraries.
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:
Contractor Name: Unity Courier Service, Inc.
Street Address: 7555 N. San Fernando Road
City, State, Zip Code: Burbank, CA 91505
Contact Person: Alex Gil
Telephone: (626) 833-2539 Email: [email protected]
Business License No:
A California corporation, limited liability corporation general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:] other [specify:]
2. Term. The effective date of this Contract is July 1, 2025 and terminates _J une 30, 2028 unless terminated earlier as set forth herein.
PRINT CLEAR FORM
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3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $_4 2,000.00 (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:
FY 2026 total compensation shall not exceed $_14,000.00 FY 2027 total compensation shall not exceed $_14,000.00 FY 2028 total compensation shall not exceed $_14,000.00
4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.
5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.
10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.
11. Signatures. These signatures attest the parties' agreement hereto:
[Signature Page Following Immediately]
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CITY OF RICHMOND, Unity Courier Service, Inc.
a municipal corporation
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: By:
Title: Title:
Date Signed: Date Signed:
I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: By:
City Clerk Title:
Date Signed:
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
Assistant Secretary 31/03/26
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Contract No: For the Contract between the City of
Richmond and
_Unity Courier Service, Inc.
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager (set forth in Exhibit B), perform the following services and be compensated as outlined below [or attach service plan if necessary]:
The provision of goods and services by the Contractor under this Contract may be extended for up to two additional years at the option of the City. The option exercised by the City to extend may be for one additional year at a time or it may be for the entire two additional years. 230
Exhibit A
Date:
To:
From:
July 1, 2025
Kate Eppler, Richmond
Public Library
Alex Gil
Unity Courier Service Inc.
Account #: C30268
This letter will serve as a Memorandum of Understanding of the Scope of Work between Unity Courier Service, Inc. (hereinafter “Unity”) and the City of Richmond (“City”) from July 1, 2025 to June 30, 2028 This letter is to be construed as an Agreement between parties only and not as a formal contract.
The Scope of Work Agreement consists of the following terms:
I. Services
The purpose of the services outlined in this Scope of Work Agreement is for the transportation of bibliographic materials between City and the campuses listed in Appendix 1: Participating Campuses. Unity agrees to:
1. Provide one campus stop per day for the pick-up and delivery of all materials.
2. Provide overnight delivery service between all participating California campuses.
3. Designate a representative who shall serve as the contact for each campus with respect to any questions or problems that may arise during the term of this Scope of Work Agreement.
City agrees to:
1. Designate one staff member who shall serve as a coordinator for Unity in all matters related to the physical transportation of materials.
2. Provide courier access to all designated pick-up and delivery locations on campus.
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Exhibit A
II. Rates and Payment
City agrees to pay Unity for its transportation services. Unity will send monthly invoices directly to City for verification and payment. All fees are billed in the month of service and shall be due within 30 days after receipt of invoice.
Unity charges will include:
1. Monthly Service Fee as listed in Rate Schedule Table below - One weekday daily campus stop.
Rate Schedule Table
Start Date End Date Monthly Service Fee
July 1, 2025 June 30, 2026 $ 900.00
July 1, 2026 June 30, 2027 $ 953.10
July 1, 2027 June 30, 2028 $ 1009.33
$
$
2. The cost of courier pouches, transport bins, security vaults, and such other items required or requested by City --See Section V. Packaging and Labeling - A. Packaging Options and Replacement Costs for detailed cost information.
3. The cost of cable ties used to secure courier pouches and transport bins--$20.00 per bag of 1,000 cable ties.
4. Holiday Charges for services rendered on the federal holidays listed in Section III.
Holiday Service. 5. For any parking, loading, or vendor permits required to operate on campus.
III. Holiday Service
Unity observes the following federal holidays:
New Years Day Martin Luther King Day Presidents Day
Memorial Day Independence Day Labor Day
Columbus Day Veterans Day Thanksgiving Day
Day after Thanksgiving Day Christmas Day
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Exhibit A
IV. Loss and Damage Coverage
The liability of Unity to City for negligent loss or damage to its property of any shipment or part of a shipment shall be limited to the cost of restoration or repair and/or the face value of items that cannot be restored or repaired provided however, that the maximum liability of Unity shall not exceed $1,000.00 per shipment.
City agrees to:
1. Ensure that every package tendered for transport is properly packaged and the destination clearly marked—See Appendix 2: Packing and Shipping Guidelines.
2. Maintain records of each item contained in any package handled under this Scope of Work Agreement.
3. Notify Unity in writing, within 30 days after the occurrence thereof, of any claim of damage to or loss of any property delivered to Unity for transport, and shall furnish proof thereof in a form satisfactory to Unity or to its insurance carrier. Further, City shall fully cooperate with Unity and its insurance carrier to affect recovery or minimize any loss.
Unity agrees to:
1. Handle all shipments according to the guidelines listed in Appendix 3: Unity Handling Guidelines.
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Exhibit A
V. Packaging and Labeling
Unity will make available for purchase to City a supply of reusable transport bins and courier pouches, into which materials may be placed for shipment. City may utilize other packaging materials, provided such materials meet standard US Post Office guidelines for transportation.
Unity will provide City with access to Unity's customer web portal where City may generate labels to affix to packages. Labels can be generated using plain paper, Avery labels, or Zebra labels.
City will be responsible for costs associated with label generation.
A. Packaging Options and Replacement Costs
10oz Nylon Courier Pouches
Industrial Grade Transport Bins
Outside Dimensions Capacity
Length (inches) Width (inches) Height (inches) Cubic Feet
19.8 13.8 11.8 1.8
Replacement Costs
Quantity Cost/Transport Bin
3+ $ 35.00 each
The above rates do not include tax.
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Nylon Courier Pouches
Outside Dimensions Capacity
Length (inches) Width (inches) Height (inches) Cubic Feet - Gallon 14 18 - - Replacement Costs
Quantity Cost/Courier Pouch Stencil Set-up and Printing 10+ $ 20.00 Included in pouch price
234
Exhibit A
VI. Service Commencement and Right of Termination
Term. The term of this Scope of Work Agreement shall be from July 1, 2025 through June 30, 2028 This Scope of Work Agreement shall be subject to a right of termination by either party hereto delivering to the other written notice not less than 30 days prior to the effective termination date.
Attorneys Fees. If any action becomes necessary to enforce or interpret these terms or conditions, the prevailing party, in addition to actual damages incurred, shall recover all costs and expenses incurred in connection with such action, including reasonable attorneys' fees, costs, interest on past due balances aged greater than ninety (90) days, and expert witness fees.
Amendment. No changes to this Scope of Work Agreement shall be made or be binding upon either Party unless made in writing and signed by both Parties.
Each person signing this Scope of Work Agreement represents that he/she intends to and has the authority to bind his/her respective Party to this Scope of Work Agreement.
Unity Courier Service, Inc. City of Richmond
By: By:
Signed: Signed:
Printed: Printed:
Title: Title:
Date: Date:
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Exhibit A
Appendix 1
Participating Campuses
The purpose of the services outlined in this Agreement is for the transportation of bibliographic materials from Library to the institutions listed below:
Alameda County
Alliant International- Los Angeles
Alliant International- Sacramento
Alliant International- San Diego
Alliant International- San Francisco
Alliant International-Fresno
Alliant International-Irvine
Azusa Pacific University
Berkeley Public
Biola University
California Maritime Academy
Claremont Colleges
Contra Costa County
Fresno Pacific University Main Library
Hayward Public
La Sierra University
Livermore Public
Loma Linda University
Loyola Marymount University
MARINet
Mission College
Mount Saint Mary’s College Chalon Campus
Mount Saint Mary’s College Doheny Campus
Mountain View Public
Oakland Public
Occidental College
Pacific Union College
Palo Alto Public
Pleasanton Public
Point Loma Nazarene University
Redwood City Public
Richmond Public
Sacramento Public
San Diego County Public
San Francisco Public
San Jose Public
San Mateo County Public
Santa Clara Public
Santa Clara University
St. Mary's College
Stockton San Joaquin County Public Library
Sunnyvale Public
University of La Verne
University of Nevada Reno
University of San Francisco
West Valley College
Whittier College
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Exhibit A
Appendix 2
Packing and Shipping Guidelines
1. Books from General Collections will be shipped in bins or pouches as appropriate for the size of the shipment.
2. Books in bins will be packed with appropriate padding to prevent them from shifting within the bin.
3. Books in pouches may be packed in envelopes/jiffy bags for additional protection.
4. Articles may be placed in hard covered folders (such as color-life expanding wallets with grippers) and shipped in pouches.
5. Pouches may be shipped in bins for greater protection.
6. Microfilms and maps will be individually wrapped before shipping in bins. Microfilms will not be shipped in pouches.
7. Audiotapes, CD’s and sound recordings will be placed in a box for shipment with a pouch or bin. LP’s will be sent in bins only.
8. Fragile/damaged items will be tagged prior to shipping in bins and/or pouches.
9. Empty bins and pouches will be returned, empty or not, to their owning library.
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Exhibit A
Appendix 3
Unity Handling Guidelines
1. Pick-ups and deliveries will be made in an appropriate delivery vehicle that ensures the safety of materials being shipped. Materials may not be exposed to climatic conditions that would compromise the items (including exposure to water, extreme heat or extreme cold). Materials must be covered from the elements at all times including during transportation and when waiting for transfers.
2. Bins will be covered in plastic for protection, especially during rain. If items are noticeably wet, Unity will notify the library immediately so that measures can be taken to prevent mold or mildew.
3. Deliveries must be left where they are protected from weather conditions.
4. Bins and pouches must not be thrown or handled in any manner that could damage the materials inside.
5. Bins must not be stacked over five bins high.
6. Unity personnel will be uniformed and display identification badges.
7. Unity vehicles will be appropriately marked and/or display window signage.
8. These guidelines apply to Unity and its subcontractors.
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Contract No: For the Contract between the City of
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EXHIBIT B
PAYMENT PROVISIONS
1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request. c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.
2. SUBMISSION OF INVOICES:
Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:
Attention: City of Richmond Finance/Account Payable
Project Manager: _Christopher Larsen
P.O. Box 4046
Richmond, CA 94804
3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _Christopher Larsen , before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.
4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
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EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:
Christopher Larsen
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: [email protected]
5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:
Unity Courier Service, Inc.
Attn:
7555 N. San Fernando Road
Burbank, CA 91505
Email: [email protected]
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Contract No: For the Contract between the City of
Richmond and _U nity Courier Service, Inc.
EXHIBIT D
GENERAL CONDITIONS
1. INDEPENDENT PARTIES:
Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.
The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.
2. TIME IS OF THE ESSENCE:
Contractor and the City agree that time is of the essence regarding the performance of this Contract.
3. STANDARD OF CARE:
Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.
4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.
5. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, 241
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disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.
6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City. b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee. d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.
7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.
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c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
8. PERMITS AND LICENSES:
Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.
The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
10. CONFLICT OF INTEREST:
Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under 243
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this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.
b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).
12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.
The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for 244
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money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent. c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or jointventure or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add subcontractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13. SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.
Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable 245
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federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.
Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.
14. INSURANCE:
Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,
2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor. d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.
16. INTEGRATED CONTRACT:
The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.
17. CONFLICTING PROVISIONS:
In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
18. FORCE MAJEURE:
Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
19. CONFLICT OF LAW:
This Contract shall be interpreted under, and enforced by the laws of the State of 247
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California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.
20. CLAIMS:
Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
21. INTERPRETATION:
This Contract shall be interpreted as if drafted by both parties.
22. WARRANTY:
If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
23. SEVERABILITY:
In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
24. AUTHORITY:
City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, 248
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.
25. WAIVER:
The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
26. COUNTERPARTS:
This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):
The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G. 249
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EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
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EXHIBIT F
INSURANCE PROVISIONS
CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.
1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.
Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.
Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.
Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):
Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
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The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.
3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.
INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
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EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).
Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Printed Name: Title:
Signed: Date:
Business Entity:
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EXHIBIT B
PAYMENT PROVISIONS
1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request. c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.
2. SUBMISSION OF INVOICES:
Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:
Attention: City of Richmond Finance/Account Payable
Project Manager: _Christopher Larsen
P.O. Box 4046
Richmond, CA 94804
3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _Christopher Larsen , before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.
4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
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EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:
Christopher Larsen
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: [email protected]
5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:
Unity Courier Service, Inc.
Attn:
7555 N. San Fernando Road
Burbank, CA 91505
Email: _
[email protected]
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EXHIBIT D
GENERAL CONDITIONS
1. INDEPENDENT PARTIES:
Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.
The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.
2. TIME IS OF THE ESSENCE:
Contractor and the City agree that time is of the essence regarding the performance of this Contract.
3. STANDARD OF CARE:
Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.
4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.
5. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, 256
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disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.
6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City. b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee. d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.
7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.
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c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
8. PERMITS AND LICENSES:
Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.
The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
10. CONFLICT OF INTEREST:
Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under 258
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this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.
b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).
12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.
The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for 259
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money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent. c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or jointventure or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add subcontractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13. SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.
Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable 260
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federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.
Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.
14. INSURANCE:
Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,
2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
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c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor. d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.
16. INTEGRATED CONTRACT:
The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.
17. CONFLICTING PROVISIONS:
In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
18. FORCE MAJEURE:
Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
19. CONFLICT OF LAW:
This Contract shall be interpreted under, and enforced by the laws of the State of 262
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California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.
20. CLAIMS:
Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
21. INTERPRETATION:
This Contract shall be interpreted as if drafted by both parties.
22. WARRANTY:
If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
23. SEVERABILITY:
In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
24. AUTHORITY:
City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, 263
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and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.
25. WAIVER:
The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
26. COUNTERPARTS:
This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):
The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G. 264
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EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
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EXHIBIT F
INSURANCE PROVISIONS
CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.
1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.
Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.
Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.
Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):
Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
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The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.
3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.
INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
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EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).
Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Printed Name: Title:
Signed: Date:
Business Entity:
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Unity Contract - City of Richmond
Final Audit Report 2026-03-31
Created: 2026-03-31
By: Alexa Munoz ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAKMZtM7G8iHVbQWsgD7cDT-Z-bZmDbHYB "Unity Contract - City of Richmond" History
Document created by Alexa Munoz ([email protected])
2026-03-31 - 9:36:33 PM GMT
Document emailed to Jeffrey Monroe ([email protected]) for signature 2026-03-31 - 9:36:39 PM GMT
Email viewed by Jeffrey Monroe ([email protected])
2026-03-31 - 9:40:54 PM GMT
Document e-signed by Jeffrey Monroe ([email protected]) Signature Date: 2026-03-31 - 9:43:00 PM GMT - Time Source: server Agreement completed.
2026-03-31 - 9:43:00 PM GMT
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Library and Community Services
Public Works
DATE: April 28, 2026
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager, Community
Services Department
Gabino Arredondo, Project Manager II
SUBJECT: Contract Amendment No. 3 with Charleston Mobility for Electric Bikeshare Operations
FINANCIAL IMPACT: The proposed $390,000 expenditure is funded by the approved fiscal year 2025-2026 Environmental and
Community Investment Agreement (ECIA) Transportation
Budget, consistent with the First Mile/Last Mile
Transportation Strategic Plan. Sufficient appropriations are available in the designated project accounts (Account Strings: 11785051-400201-2A109/(TCC) 13761019-
400201-16G20).
PREVIOUS COUNCIL
ACTION:
June 4, 2019
July 20, 2021
August 24, 2022
September 12, 2023
January 28, 2025
July 1, 2025
STATEMENT OF THE
ISSUE:
To keep the City of Richmond E-Bike share program
operating, funding in the contract needs to be increased to cover past and future invoices till the end of the FY and allow time for direction to the future of the program during the development of the Fiscal Year 2026/2027
budget. City staff is requesting City Council approval to execute a third contract amendment with provider
Charleston Mobility (DBA Ride Today).
AGENDA
REPORT
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RECOMMENDED ACTION: APPROVE a third contract amendment with Charleston Mobility in an amount not to exceed $390,000 for a total not-to-exceed contract amount of $3,540,341, to support the continued operation of the citywide electric bikeshare program till the end of the fiscal year to allow time to determine the future of the program during the Fiscal
Year 2026-27 budget process; and APPROPRIATE
$390,000 from the Environmental and Community
Investment Agreement (ECIA) Transportation budget to
cover the cost of the contract amendment – Public
Works/Community Services (Gabino Arredondo 510-620-
6606/LaShonda White 510-620-6828).
DISCUSSION
Since 2018, the City of Richmond has operated an electric bikeshare program to provide resident access to electric bikes via bike hubs located throughout the City. The goal of the electric bikeshare program is to expand electric bicycle (e-bike) access through e-bike sharing and education, and to facilitate multimodal transportation in connection with transit and other regional electric bikeshare operators. As previously appropriated funds for the service provider Ride Today are nearly exhausted, City Staff are requesting $390,000 in additional funding from ECIA Transportation Budget to allow services to continue operation until the end of the fiscal year.
PROGRAM HISTORY
On July 18, 2018, the City of Richmond and the Metropolitan Transportation Commission (MTC) entered a grant funding agreement in the amount of $1,024,000 to fund the Bike Share Capital Program to plan and operate a pilot electric bikeshare program. The program was to fund a total of 250 e-bikes, to be stationed at 25 bike hubs located throughout the City. In June 2020, the Richmond Transportation Division successfully launched this pilot electric bikeshare program with bikeshare contractor Bolt Mobility.
Emergency Contract
In July 2022, Richmond’s bikeshare contractor Bolt Mobility abruptly ceased operations within several national markets. Approximately 60 e-bikes were abandoned at various hubs throughout the City, and Bolt Mobility defaulted on their local warehouse lease containing over 150 additional e-bikes and hub equipment. In response, City Council approved an emergency sole-source contract for $345,000 with micromobility firm Charleston Mobility, also known as Ride Today, on August 19, 2022, to save the remaining equipment and relaunch the program as soon as possible. This effort limited deployment to a maximum of 100 e-bikes to allow time for program stabilization, equipment repair, community engagement, strategic growth planning, and evaluation of the previous program’s effectiveness.
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Transformative Climate Communities
Additionally, the electric bikeshare program was included as part of the City’s Transformative Climate Communities (TCC) grant application to the Strategic Growth Council (SGC) to expand bikeshare access in the underserved neighborhoods of Iron Triangle, Santa Fe, and Coronado (TCC Project Area’). In October 2022, the City and its partners were awarded a $35 million TCC grant, including a total of $998,979.21 to support an expanded bikeshare program through July 2028. This funding included additional e-bikes and hubs, as well as a full-time Community Engagement Manager position to increase awareness and use from residents of these neighborhoods through direct engagement at community events.
PROGRAM RELAUNCH AND CONTINUED FUNDING
The City and Ride Today had a soft launch in September 2023 which included four (4) bike hubs, and 27 deployed e-bikes, with the official launch in February 2024. To support continued operation, on November 20, 2024, the ECIA Transportation Committee received a presentation from Ride Today staff on the bikeshare partnership with the City and approved a recommendation to City Council for $577,484 in ECIA funds to sustain the program for an additional eight (8) months.
At the time of the second contract amendment, a total of 12 bike hubs were installed and in use within the City. As part of the contract amendment, Ride Today anticipated installation of an additional 10 bike hubs with an additional 50 e-bikes in circulation; since the contract amendment, no additional bike hubs have been installed. Additionally, Ride Today notified the City that a government grant funding team was hired in Washington, D.C. with a focus on locating and applying for grant funding; however, the City has not been contacted by this grant team and has not been notified that additional funds have been secured to-date.
On July 1, 2025, the City Council approved a second amendment to the contract with Ride Today and appropriated $410,000 in ECIA funds to support continued program operations for an additional six (6) months.
PROGRAM METRICS
As of December 2025, there are 12 electric bikeshare hubs, including 7 hubs in the TCC Project Area. Additional metrics are listed below in Table 1.
Table 1. Ride Today Program Metrics
Measure July 1, 2025, through
December 4, 2025 To-date a
Registered users in Richmond b 889 new sign-ups
4,238 registered users
(includes new FY25-26
users)
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Total trips 578 trips 4,175 trips
Average total trips per day 3.7 trips/day 5.3 trips/day Users who took at least one trip b 200 users 2,021 users Percent of total registered users
who took at least one trip b
4.7% of registered
users
47.7% of
registered users
Repeat users (i.e., users who took
more than one trip)
72 users 723 users
Percent of total registered users
that used bikeshare program more
than once
1.7% of
registered users
17.1% of
registered users
Average # of trips per registered
user b
0.65 trips 0.99 trips
Average # of trips per user who
took at least one trip b
2.89 trips 2.07 trips
Average distance per trip 2.08 miles/trip 2.27 miles/trip Average time per trip 34.4 minutes/trip 37.5 minutes/trip Total CO2 emission reductions
(metric tons) 0.52 metric tons 4.11 metric tons
Positive experience during
ridership 87% 86%
Total City expenditures for
Ride Today c
$261,316.36 $2,777,771.07
Cost to City per tripc $452.10/trip $665.33/trip
Cost to City per user who took at
least one trip during period c
$1,306.58/user $1,374.45/user
Cost to City per ton of CO2
reduced c
$501,566.91/ton of
CO2 reduced
$675,281.65/tons of CO2
reduced
a Data is from program launch in September 2023 through December 4, 2025. b Users who register on Ride Today’s platform may not necessarily end up using the program.
Therefore, this data distinguishes between registered users and users who took at least one trip. c These data include ECIA and TCC funding sources. However, Ride Today has not submitted a TCC-specific invoice since March 2025; therefore, TCC-associated rideshare program costs after March 2025 have not been included here and the presented data is an underestimate of total costs. TCC staff anticipate submission of these late invoices and estimate a total additional cost of approximately $110,000.00. Additionally, these data do not include the initial MTC grant of $1,024,000 which was paid to Bolt Mobility for initial program launch and operations.
As shown in Table 1 above, 4,238 users have registered on Ride Today’s platform, and 4,175 total trips have been taken by users. Of registered users, 2,021 users (47.7%) have taken at least one trip, and 723 users (17.1%) have taken more than one trip. For the period between July 1, 2025, and December 4, 2025, 200 users (4.7%) took at least one trip, and 72 users (1.7%) took more than one trip.
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Free Voucher Program
To increase community outreach and encourage ridership, Ride Today began distributing free prepaid ride vouchers to residents of the TCC Project Area in March 2024 through community events and tabling efforts. Each voucher was loaded with an average of $89 in ride credit for recipients to use toward rides.
As of December 2025, a total of 1,478 vouchers had been distributed and activated in user accounts, representing approximately $125,960 in available ride credits. However, only $15,790.63 (13%) of those credits had been redeemed. The funding request includes expenditures related to vouchers issued and not redeemed.
CO2 reduction
By providing an alternative mode of transportation for riders, the bikeshare program reduces vehicle trips and associated greenhouse gas emissions such as CO2. As shown in Table 1, total rides resulted in CO2 emission reductions of approximately 4.11 tons.
Because CO₂ mixes evenly throughout the atmosphere and causes global climate impacts regardless of where it is emitted, it is considered a global—not local—pollutant.
Therefore, the damages of CO₂ emissions are typically valued using a Social Cost of Carbon that reflects worldwide impacts (e.g. damages associated with increasing global temperatures and sea level rise) rather than local exposure. In November 2023, the EPA published a report estimating the social cost of one ton of CO₂ emissions at $209.441. Therefore, total CO₂ emission reductions from the bikeshare program can be associated with an estimated $860.79 reduction in damages globally.
CONTINUED FUNDING AND FUTURE OF THE PROGRAM
Although customers pay a fee to ride the electric bikes, Ride Today is not financially viable without continued financial support from the City. The program has been funded through the ECIA Grant Funds; however, these funds are in their last year of existence. In order to keep the City of Richmond E-Bike share program operating and pay any outstanding invoices, funding in the contract needs to be increased to cover past and future invoices until the end of the FY 2025-26 and allow time for direction to the future of the program during the city budget development process of the Fiscal Year 2026-27 budget. After detailed review and reconciliation of the current contract and budget, City staff realized that there were minimal funds remaining to cover the costs of the City-wide portion of the e-bike program, as the funds available on the contract were allocated to the TCC-portion of the fund. Therefore, City staff is requesting City Council approval to execute a third contract amendment with provider Charleston Mobility (DBA Ride Today).
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NEXT STEPS
During the Fiscal Year 2026-2027 budget discussion, City staff will bring a detailed report regarding the future of the e-bike program for City Council consideration. At that time, City Council can determine if the e-bike program should: (1) continue as-is with a limited number of e-bikes and bikehubs, (2) expand to increase the e-bike offerings to additional locations throughout the City, or (3) conclude within the first quarter of FY 2026-27 with the City offering other opportunities for e-bikes and/or other forms of alternative transportation to support first mile-last mile connections.
SYNERGISTIC POLICIES
The Richmond First Mile/Last Mile Transportation Strategic Plan builds upon recent planning efforts that focus on improved transit connectivity, enhanced accessibility, and reduced greenhouse gas emissions.
The Bicycle Master Plan sets forth a blueprint for completion of a 145-mile system of bikeways and support facilities within Richmond. The Plan builds upon the existing system of on street and off-street bicycle facilities throughout the City, focusing on connections between neighborhoods, safe routes to schools and access to major destinations such as employment centers, stores and shops, parks, trails and open space areas. The Plan also includes criteria for defining different types of bicycle facilities, a listing of priority projects, recommendations for increasing the supply of bicycle parking, design standards and education and safety programs. One of the goals includes increasing the number of people of all ages and backgrounds who bicycle for transportation, recreation and health.
DOCUMENTS ATTACHED:
Attachment 1 – Draft - Charleston Mobility Bike Share Contract Amendment 3 Attachment 2 – Charleston Mobility Bike Share Contract Original, Amendment 1 and 2 [Combined]
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CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
A California: corporation, limited liability corporation, general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:] _________________________________________ other [specify:] ___________________________________________________
2. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City Manager Execution Date: ____________________________ Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan
Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.
Community Services - Transportation Gabino Arredondo [email protected] 510.620.6606 15552 6711 Amended contract for continued electric bike share program operations. 3 Charleston Mobility, LLC 433 Bishop Street, Suite B1 Atlanta, GA 30318 David Touwsma 4042299889 [email protected] 4006-3371 Delaware September 19, 2023 September 19, 2023 September 19, 2028 $2,162,857.00 277
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4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CITY OF RICHMOND,
a municipal corporation
By: ________________________________
Title: ______________________________
Date Signed: ________________________
I hereby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: _______________________________
City Clerk
Approved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
Charleston Mobility, LLC
278
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by City Council or executed by the City Manager on _________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
January 28, 2025 577,484.00 2,740,341.00 July 1, 2025 410,000.00 3,150,341.00 April 28, 2026 390,000 3,540,341 279
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■ 390,000.00 3,540,341.00
280
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
281
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies. 282
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
283
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 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.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
10/17/2025
(763) 271-1759
15792
Charleston Mobility LLC
433 Bishop St NW
Unit #B1
Atlanta, GA 30318
35351
22985
A 1,000,000
X B0180PN2509950 9/18/2025 9/18/2026 100,000
5,000
1,000,000
2,000,000
2,000,000
B 2,000,000
X XS F405960 9/18/2025 9/18/2026 2,000,000
C
QWC1496779 10/17/2025 10/17/2026 1,000,000 Y 1,000,000
1,000,000
D Cyber Liability ESN0040278291 3/10/2025 Aggregate 1,000,000 The City of Richmond, its officers, officials, employees, agents and volunteers are included as an Additional Insured under the General Liability on a Primary/Non-Contributory basis when required by written contract. Excess Liability policy follows form over the General Liability as respects to additional insureds (on a primary/non-contributory basis including completed operations).
City of Richmond
CHARMOB-01 CTRAETOW
Christensen Group, Inc.
9855 W 78th Street
Suite 100
Eden Prairie, MN 55344-8004
Kate Ergen
[email protected]
Underwriters At Lloyds London
Great American Risk Solutions Surplus Lines Ins Co
Sequoia Insurance Company
CFC Underwriting
X
3/10/2026
X
X
X
X X
284
FORM NUMBER:
EFFECTIVE DATE:
The ACORD name and logo are registered marks of ACORD
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE
FORM TITLE:
Page of
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01)
AGENCY CUSTOMER ID:
LOC #:
AGENCY NAMED INSURED
POLICY NUMBER
CARRIER NAIC CODE
© 2008 ACORD CORPORATION. All rights reserved.
Christensen Group, Inc.
CHARMOB-01
SEE PAGE 1
1 SEE PAGE 1
ACORD 25 Certificate of Liability Insurance
1 SEE P 1
Charleston Mobility LLC
433 Bishop St NW
Unit #B1
Atlanta, GA 30318 SEE PAGE 1 Fulton
CTRAETOW
1 SLT Wording
This contract is registered and delivered as a surplus line coverage under the Surplus Line Insurance Law, O.C.G.A. Chapter 33-5. 285
Submission #: 1300321-1
Subject: Binder
Insurance Company: Great American Risk Solutions Surplus Lines Insurance Company (Non-admitted) Rated A+ by A.M. Best
Named Insured: Ride Today US LLC
Mailing Address: 433 Bishop St NW Ste B1
Atlanta, GA 30318-4354
Policy Term: September 18, 2025 to September 18, 2026
Policy Number: XS F405960
Coverage: Excess Liability Claims-Made - EXS
Retro Date: Inception
Limits: $2,000,000 Each Occurrence
$2,000,000 Aggregate Limit (Where Applicable)
In Excess of Primary Limits
Primary Limits: Commercial General Liability
Controlling Underlying Insurance
Howden
Each Occurrence $1,000,000
General Aggregate $2,000,000
Products & Completed Operations Aggregate $2,000,000
Personal & Advertising Injury $1,000,000
Premium: Premium Excluding TRIPRA
Premium for TRIPRA
Premium Total
Rate: Flat Charge
Terms and Conditions
Policy Form:
Specimen Packet
Georgia Surplus Lines Notification - GASN (05/20)
Commercial Excess Policy Declarations - EXS6000 (06/19) Forms and Endorsements Schedule - UMX6002 (06/19)
Commercial Excess Policy - EXS0001 (06/19)
Amendment - Limits of Insurance - Defense Within Limits - Following Form - RSX7444 (04/25)
Amendment - Supplementary Payments-Defense Costs-Right to Reimbursement - RSX7398 (07/23)
1300321
286
Premises:
Dock to dock bike sharing
Description of Operation(s), Product(s), or Work:
e-bikes altered or manufactured to exceed 28mph with pedal or throttle assist Amendment of Condition - Maintenance of Underlying Insurance - EXS4022 (06/19) Excess Follow Form Endorsement - Claims-Made - RSX7426 (05/24) General Service of Suit Endorsement - RSM7122 (01/25)
Global Sanction Endorsement - IL7324 (07/21)
In Witness Clause - IL7268 (09/09)
Named Insured - RSM7115 (06/22)
Non-Drop Down for Loss Not Covered - RSX7441 (12/23)
Schedule of Underlying Insurance - UMX6003 (06/19)
Additional Insureds - RSX7434 (11/23)
Anti-Stacking - RSX7430 (11/23)
Limitation of Coverage to Designated Premises, Project or Operation - RSX7276 (10/22)
Access or Disclosure of Confidential or Personal Material or Information - Exclusion - EXS2001 (12/23)
Aircraft Products and Grounding Liability Exclusion - UMX2005 (06/19) Biometric Liability - Exclusion - EXS2119 (02/24)
Care, Custody or Control - Real or Personal Property - Exclusion - EXS2013 (06/19) Cyber Incident - Exclusion - UMX2116 (12/23)
Exclusion - Abuse or Molestation - RSX7264 (11/23)
Exclusion - Aircraft Liability Including Unmanned Aircraft - RSX7293 (11/22) Exclusion - Assault, Battery or Assault and Battery - RSX7253 (08/22) Exclusion - Auto Liability - RSX7413 (06/23)
Exclusion - Claims or Suits Alleging Infringement of Intellectual Property or Unfair Competition - RSX7395 (07/23)
Exclusion - Cross Suits Liability - Any Named Insured Against Any Other Named Insured and Any Additional Insured Against Any Other Additional Insured - RSX7252 (11/24)
Exclusion - Designated Operations, Products, or Work - RSX7530 (02/25) Exclusion - Electronic Data - EXS8017 (10/23)
Exclusion - Employers Liability - RSX7263 (08/22)
Exclusion - Employment Related Practices - RSX7331 (01/23) Exclusion - ERISA - RSX7247 (07/22)
Exclusion - Firearms or Weapons - RSX7329 (02/24)
Exclusion - Human Trafficking - RSX7299 (11/22)
Exclusion - Installation - RSX7287 (10/22)
Exclusion - Metal Gas, Fume and Metal By-Product - RSX7275 (10/22) Exclusion - Monitoring Services and Operations - RSX7517 (10/24) Exclusion - New York Construction or Contracting Operations - RSX7266 (06/22) Exclusion - Perfluoroalkyl or Polyfluoroalkyl Substances (PFAS) - RSX7339 (03/23) Exclusion - Pre-Existing Damage - RSX7267 (07/22)
Exclusion - Professional Liability Errors and Omissions - RSX7268 (07/22) Exclusion - Recording and Distribution of Material or Information in Violation of Statues or Common Law - RSX7407 (05/23)
Exclusion - Wildfire - RSX7352 (01/23)
Liability Arising Out of Lead - Exclusion - EXS2051 (06/19) Nuclear, Biological, or Chemical Exclusion - UMX2058 (06/19) Organic Pathogens - Exclusion - EXS2062 (06/19)
Silica or Related Dust - Exclusion - EXS2072 (06/19)
Uninsured/Underinsured Motorists - Exclusion - EXS2065 (06/19) Violation of Law Addressing Data Privacy - Exclusion - UMX2117 (12/23) War Liability - Exclusion - EXS2066 (06/19)
Certified Acts of Terrorism - Exclusion - UMX1017 (06/19) 1300321
287
Disclosure Pursuant to Terrorism Risk Insurance Act Rejection of Offer - UMX1013 (09/20)
Subjectivities:
We require the Completed Surplus Lines Filing Confirmation for taxation or fee purposes in: AL, FL, GA, IA, KS, LA, MA, MI, MS, MO, MT, NH, NJ, NY, NC, OK, RI, SC, SD, TN.
We require the Surplus Lines State Notification to the Insured to be completed and/or signed when required as attached to the policy
Flat cancellations are not permitted on any binders
Binders are subject to the minimum retained premium
Primary carrier(s) must have 'A VI' or better A.M. Best Rating Underlying policies must have defense costs in addition to the limits of liability Subject to conditions outlined in proposal
Copies of all underlying policies to be received within 90 days Premiums are Deposit Premiums
Minimum Premiums are 100% of the Advance Premium
Minimum Retained Premium: 25%
Subject to no known loss letter for past five years or number of years in business if less than five.
Subject to no known loss letter for past five years or number of years in business if less than five.
This binder is for informational purposes only. The actual coverages, terms and conditions offered herein may be more restrictive than those requested on your application.
We cannot schedule workers compensation and employers liability policies as underlying policies on umbrella or excess liability policies for Professional Employment Organizations (PEOs) 1300321
288
PLEASE READ THIS CAREFULLY.
GEORGIA SURPLUS LINES NOTIFICATION
THIS CONTRACT IS REGISTERED AND DELIVERED AS A SURPLUS LINES COVERAGE UNDER THE SURPLUS LINES INSURANCE LAW. O.C.G.A. CHAPTER 33-5.
FREQUENTLY ASKED QUESTIONS ABOUT YOUR
SURPLUS LINES POLICY
Your broker has placed the insurance you requested in the "surplus lines market" with one or more surplus lines insurers.
By definition, such surplus lines insurers are not licensed in the state, but this does not mean that the transaction is not regulated. The surplus lines market is an insurance marketplace that is established for the purpose of insuring unique or hard to place risks. Some of the rules that apply to surplus lines insurance policies and surplus lines insurance companies differ from those that govern coverage obtained from insurance companies licensed in your state. In order for you to better understand the surplus lines market and the rights you have in a surplus lines transaction, the following material is provided.
Please read this brochure carefully, and should you have any questions after reading the material, do not hesitate to ask your broker. If you wish further information, please contact the Regulatory Services Division, Room 604 West Tower, 2 Martin Luther King, Jr. Drive, Atlanta, Georgia 30334 or (404) 656-2074 or toll free at (800) 656-2298 (request Regulatory Services Division).
WHAT IS A SURPLUS LINES POLICY?
A surplus lines policy is a policy placed with an insurer that is not licensed (or 'admitted') in this state, but is nonetheless eligible to provide insurance on property or liability insurance protection to citizens of this state through specially licensed agents or brokers known as surplus lines brokers.
WHY AM I GETTING COVERAGE FROM A
SURPLUS LINES INSURER?
Your agent or broker may have been unable to obtain the coverage you requested from insurance companies licensed in this state, but was able to obtain coverage from an eligible surplus lines insurance company. The reason for your agent or broker's action is that the risk or property for which you sought coverage may be unique or have certain risk characteristics that caused licensed insurers to decline to write the policy. In circumstances where licensed insurers will not write the risk, your broker is authorized by state law or regulation to obtain the coverage from a 'surplus lines' insurer.
SINCE THE SURPLUS LINES INSURER IS UNLICENSED,
IS THE TRANSACTION UNREGULATED?
Surplus lines transactions are regulated by state law that require that surplus lines policies be procured only by specially licensed brokers. These are called surplus lines brokers and they are authorized to transact business with certain unlicensed insurers that meet financial and other eligibility standards set by the state. These insurers are known as surplus lines insurers. Your agent may have worked with a licensed surplus lines broker in securing your policy.
Alternatively, your agent may hold a surplus lines broker's license.
IS MY SURPLUS LINES POLICY COVERED BY THE STATE
GUARANTY OR INSOLVENCY FUND?
No. There is no guaranty fund for coverage for surplus lines policies. The guaranty fund, which provides payments in the event that your insurance company becomes insolvent, only covers policies of licensed insurers.
GASN_ 05 20 (Page 1 of 2) 289
HOW IS THE RATE OR PRICE OF A SURPLUS LINES
POLICY DETERMINED?
The rate or premium charged for a surplus lines policy is determined by the surplus lines insurer. As unlicensed insurers, surplus lines insurers do not file their rates or premiums with the state for review or approval.
DOES THE GEORGIA DEPARTMENT OF INSURANCE
REVIEW OR APPROVE THE TERMS AND
CONDITIONS OF THIS POLICY?
Pursuant to O.C.G.A. section 33-5-21.1, policies of surplus lines insurers are not reviewed or approved by the Georgia Department of Insurance.
CAN MY POLICY BE RENEWED OR EXTENDED?
Your surplus lines policy may or may not be renewed or extended when the policy expires. An extension of the policy coverage will be dependent upon the continued unavailability of the policy coverage from insurers licensed in this state and the willingness of the surplus lines insurer to continue to accept the risk. Since a surplus lines policy is generally not subject to the same notice requirements as a policy issued by a licensed insurer, notice of a premium increase for a new policy term or the company's intent not to extend the policy at the same terms and conditions might not be provided until close to the date the policy expires. Therefore, you should keep in contact with your agent or broker, particularly as the expiration of the policy term nears, to ascertain the status of the policy and to assure continuity of coverage.
Jake Malter
NAME OF BROKER OR AUTHORIZED REPRESENTATIVE
GASN_ 05 20 (Page 2 of 2) 290
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed
the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Transportation Denée Evans
[email protected] 621-1718
Electric Bike Share Operations and expansion
CHARLESTON MOBILITY, LLC
433 BISHOP STREET, SUITE B1
ATLANTA, GA 30318
DAVID TOUWSMA
(404) 229-9889 [email protected]
40063371 December 31, 2023
DELAWARE
September 19, 2023
September 19, 2028
2,162,857.00
✔
15552 6711
DocuSign Envelope ID: 0064AA88-8A12-4A63-9322-EE200ADE5CC3 291
Managing Partner
9/19/23
DocuSign Envelope ID: 0064AA88-8A12-4A63-9322-EE200ADE5CC3 Mayor
292
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DocID #34720v1
CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
A California: corporation, limited liability corporation, general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:] _________________________________________ other [specify:] ___________________________________________________
2. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City Manager Execution Date: ____________________________ Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan
Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.
Community Services - Transportation Gabino Arredondo [email protected] 510.620.6606 15552 6711 Amended contract for continued electric bike share program operations 2 Charleston Mobility, LLC 433 Bishop Street, Suite B1 Atlanta, GA 30318 David Touwsma 4042299889 [email protected] 4006-3371 Delaware September 19, 2023 September 19, 2023 September 19, 2028 $2,162,857 Docusign Envelope ID: 4E64F14D-1042-4A28-AC66-D0C1BF1D389F Docusign Envelope ID: 35FC0C1C-4E29-4DAF-98A6-98ECB0EA6B74 325
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CITY OF RICHMOND,
a municipal corporation
By: ________________________________
Title: ______________________________
Date Signed: ________________________
I hereby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: _______________________________
City Clerk
Approved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
Charleston Mobility, LLC
Docusign Envelope ID: 4E64F14D-1042-4A28-AC66-D0C1BF1D389F Managing Partner
10/29/2025
Partner 10/29/2025
Docusign Envelope ID: 35FC0C1C-4E29-4DAF-98A6-98ECB0EA6B74 11/5/2025
Mayor
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DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by City Council or executed by the City Manager on _________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
January 28, 2025 577,484 2,740,341 July 1, 2025 410,000 3,150,341 Docusign Envelope ID: 4E64F14D-1042-4A28-AC66-D0C1BF1D389F Docusign Envelope ID: 35FC0C1C-4E29-4DAF-98A6-98ECB0EA6B74 327
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■ 410,000 3,150,341
Docusign Envelope ID: 4E64F14D-1042-4A28-AC66-D0C1BF1D389F Docusign Envelope ID: 35FC0C1C-4E29-4DAF-98A6-98ECB0EA6B74 328
April 28, 2026
Library and Community Services
DATE: April 28, 2026
TO: Mayor Martinez and Members of the City Council
FROM: LaShonda White, Deputy City Manager
Ranjana Maharaj, Deputy Director of Community Services
-Recreation
Jene Levine-Snipes, Development Project Manager
Subject: Accept and Appropriate California Tahoe Conservancy - Tahoe for All Grant Funds
FINANCIAL IMPACT: The proposed $60,000 expenditure is funded by the California Tahoe Conservancy – Tahoe for All grant. The fiscal year 2025-2026 budget for the Community Services Department – Recreation will be increased by $60,000,
and the corresponding grant revenue account will be
increased by $60,000. There is no net change to the
overall City budget.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
City staff requests that the City Council adopt a resolution to accept and appropriate $60,000 in grant funding from the California Tahoe Conservancy Tahoe for All Grant
Program to support the Youth Outdoors Richmond –
Pathways Program, in accordance with the City’s Grant
Administration Policy.
RECOMMENDED ACTION: ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $60,000 from California
Tahoe Conservancy-Tahoe for All Grant Program Fund;
and AUTHORIZE the City Manager or their designee to
execute the agreement – Community Services
Department/Recreation (Ranjana Maharaj/Jene LevineSnipes 510-307-8132).
AGENDA
REPORT
329
April 28, 2026
DISCUSSION:
The Pathfinders: Youth Outdoors Richmond Weekend Camping Program is a comprehensive outdoor leadership and environmental education initiative designed to remove long-standing barriers to nature access while fostering confidence, teamwork, and environmental stewardship among Richmond youth. The program provides free, three-day camping experiences at Sugar Pine Point State Park in the Lake Tahoe Basin. Activities include hiking, kayaking, stewardship projects, and cultural tours, all of which promote outdoor skills development, environmental awareness, and meaningful connections to nature and local history.
The program will be implemented over a three-year period and will include two camping trips annually, each serving 15 youth and supported by trained recreation staff and mentors, for a total of approximately 90 youth served. Each year, new participants will be enrolled while returning participants will take on leadership roles, further strengthening teamwork and confidence. To prepare participants for these experiences, the program will offer 4–6 pre-trip activities annually—such as gear fittings, outdoor skills clinics, and local practice hikes—engaging an additional 40–60 youth each year.
All program costs, including transportation, meals, equipment, and instruction, will be fully covered.
On December 19, 2025, the City of Richmond applied for funding for the Pathfinders:
Youth Outdoors Richmond Weekend Camping Program. Out of 47 applicants, the program was one of only three selected to receive funding, demonstrating strong alignment with the Tahoe for All Grant Program priorities. On March 20, 2026, the City was awarded $60,000 to support program implementation, with all activities to be completed within the grant term.
City staff requests that the City Council adopt a resolution to accept and appropriate the grant funds and amend the Fiscal Year budget accordingly to support implementation of the Pathfinders: Youth Outdoors Richmond Weekend Camping Program.
This project is a collaborative effort between the City of Richmond Community Services Department – Recreation Division and Youth Outdoors Richmond, with additional support from California State Parks and other community partners.
DOCUMENTS ATTACHED:
Attachment 1 – Resolution
Attachment 2 – Grant Award Letter
330
ATTACHMENT 2.2
California Tahoe Conservancy
Resolution
26-03-08
Adopted: March ____, 2026
PATHFINDERS: YOUTH OUTDOORS PROGRAM
Staff recommends that the California Tahoe Conservancy (Conservancy) adopt the following resolution pursuant to Government Code section 66907.7:
“The Conservancy hereby authorizes staff to award a grant of up to $60,000 to the City of Richmond for the Pathfinders: Youth Outdoors Program, and to take all other necessary steps consistent with the accompanying staff recommendation.”
I hereby certify that the foregoing is a true and correct copy of the resolution duly and regularly adopted by the Conservancy at a meeting thereof held on the 19th and 20th days of March, 2026.
In WITNESS THEREOF, I have hereunto set my hand this ____th of March, 2026. __________________________
Jason Vasques
Executive Director
20 20
331
ATTACHMENT 1
DocID #68440v1
RESOLUTION NO._____________________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RICHMOND, CALIFORNIA AUTHORIZING THE ACCEPTANCE AND
APPROPRIATION OF CALIFORNIA TAHOE CONSERVANCY TAHOE
FOR ALL GRANT PROGRAM FUNDS IN THE AMOUNT OF $60,000
FOR THE PATHFINDERS: YOUTH OUTDOORS RICHMOND
PROGRAM
WHEREAS, the California Tahoe Conservancy (“Conservancy”) released a funding announcement on September 17, 2025, to solicit applications for the Tahoe for All Grant Program, which aims to expand access to Lake Tahoe and outdoor recreation opportunities for underserved and underrepresented communities; and
WHEREAS, the City of Richmond, as a municipal corporation and charter city, submitted an application on December 19, 2025, for funding to support the Pathfinders: Youth Outdoors Richmond Weekend Camping Program; and WHEREAS, on March 20, 2026, the City of Richmond was notified of a grant award in the amount of $60,000 to support the implementation of the Pathfinders:
Youth Outdoors Richmond Program; and
WHEREAS, the City of Richmond has received and accepted the Agenda Report regarding this Resolution.
NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Richmond finds the above recitals accurate and have served together with the Agenda Report as the basis for the findings and approvals set forth in this Resolution; and
BE IT FURTHER RESOLVED THAT the City Council of the City of Richmond accepts and appropriates grant program funds from the California Tahoe Conservancy in the amount of $60,000 for the purpose of supporting the implementation of the Pathfinders: Youth Outdoors Richmond Weekend Camping Program; and
BE IT FURTHER RESOLVED THAT the City Council of the City of Richmond authorizes the City Manager or their designee to execute the Grant Agreement and all other documents required by the California Tahoe Conservancy for participation in the Tahoe for All Program, and any amendments thereto, and accept and appropriate the grant funds.
--------------------------------------------------------------------------- 332
ATTACHMENT 1
DocID #68440v1
I hereby certify that the foregoing resolution was passed and adopted by the Members of the City Council of the City of Richmond at a regular meeting held on April 28, 2026 by the following vote:
AYES:
NOES:
ABSENT:
ABSTENTION:
____________________________
Clerk of the City of Richmond
(SEAL)
Approved:
__________________
Mayor
Approved as to form:
_________________
City Attorney
333
April 28, 2026
Public Works
Library and Community Services
DATE: April 28, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Lashonda White, Deputy City Manager
Daniel Chavarria, Director of Public Works
Chris Dykzel, Assistant City Attorney
Darin Fitzpatrick, Assistant Deputy Director of Public
Works – Operations & Maintenance
Wendy Wellbrock, Senior Civil Engineer
Subject: Contract Amendment No. 4 with Pogo Park for the Harbour-8 Park Expansion Project and Operating and
Management
FINANCIAL IMPACT: The proposed fourth contract amendment authorizes the release of $3,275,000 in previously approved funding for the Harbour-8 Park Expansion Project. Funding is
included within the approved Fiscal Year 2025–2026
Budget and Capital Improvement Plan. The project is
supported by significant external funding sources,
including an $8.5 million Proposition 68 State Parks
Grant and a $4.9 million Caltrans Clean California Grant.
Of this amount:
Up to $1,000,000 will be directed toward repayment of the REDF Impact Investing Fund (REFI) bridge loan,
consistent with the City’s reimbursement
commitments.
The remaining funds will support completion of
construction and related project costs.
No additional appropriations are required. There is no
impact on the General Fund and no net change to the
overall City budget (Account String: 20136031-400708-
23004).
AGENDA
REPORT
334
April 28, 2026
PREVIOUS COUNCIL
ACTION:
April 16, 2024 – City Council approved allocation of
$300,000 for the Harbour-8 Park Expansion Project for
costs associated with LEED certification, including
additional design services and construction change
orders
June 17, 2025 – City Council approved allocation of
$3,000,000 for the Harbour-8 Park Expansion Project
contingent upon specific conditions.
August 26, 2025 – Council approved Memorandum of
Understanding (MOU) with Pogo Park as a required
condition for funding release.
STATEMENT OF THE
ISSUE:
The Harbour-8 Park Expansion Project requires
additional administrative actions to (1) release previously approved funding and (2) formalize long-term operations and management of the completed facilities. City Council must consider approval of a Fourth Contract Amendment
and authorization of an Operating and Management
Agreement with Pogo Park to ensure:
Completion of the Harbour-8 Park Expansion Project;
Compliance with Council-established funding
conditions; and
Sustainable long-term operations of the facilities.
RECOMMENDED ACTION: APPROVE a fourth contract amendment with Pogo Park to complete the Harbour-8 Park Expansion Project
increasing the payment limit by $3,275,000, for a total not-to-exceed amount of $12,430,725, and AUTHORIZE
the City Manager or their designee to negotiate and
execute an Operations and Management Agreement with
Pogo Park, with approval as to form by the City
Attorney’s Office, for the programming and maintenance
of park facilities, for a term ending May 1, 2029, with two one-year extension options – Community Services/Public
Works (LaShonda White 510-620-6828/Daniel Chavarria
510-620-5478).
DISCUSSION:
Project Background
The Harbour-8 Park Expansion Project (Project) is a community-driven initiative located in Richmond’s Iron Triangle neighborhood and includes construction of the new Harbour Hall community building, public restrooms, expanded park space, children’s play areas, public amenities, and community-serving infrastructure. 335
April 28, 2026
Pogo Park, a Richmond-based nonprofit founded in 2007, has served as a longstanding partner to the City, leading the design, development, programming, and stewardship of neighborhood parks and facilities.
The project is supported by significant external funding, including an $8.5 million Proposition 68 State Parks Grant and a $4.9 million Caltrans Clean California Grant.
The City’s Green Building Ordinance requires new commercial construction or major renovations over 5,000 sq. ft. to meet a minimum Leadership in Energy and Environmental Design (LEED) Silver rating. However, the grant budgets did not include funding for costs associated with LEED design and certification. The LEED Silver requirement resulted in revisions to project construction documents and engagement of additional LEED consultants to fulfill the LEED credit requirements. The Pogo Park team had already completed architectural plans and construction drawings when the City notified Pogo Park that Harbour Hall needed to achieve LEED Silver certification.
Furthermore, during construction, Pogo Park discovered that the existing Richmond Greenway Trail located along the northern edge of Harbour-8 Park did not comply with ADA requirements due to areas exceeding ADA slope limitations. This resulted in additional change orders.
On April 16, 2024, the City allocated funds in the amount of three hundred thousand dollars ($300,000) to the Project for costs associated with LEED and unanticipated design and construction costs associated with LEED and accessibility improvements.
The final LEED costs, ADA-related change orders, and contingency total $275,000.
These funds were not previously incorporated into the contract.
The Project continued to face significant financial challenges due to escalation of design-phase costs and unforeseen conditions encountered during construction. On June 17, 2025, the City Council addressed this shortfall by allocating $3,000,000 in the FY 2025-26 Budget and Five-Year Capital Improvement Plan for FY 2025-26 through 2029-2030.
City Council Requirements for Allocation of Additional $3 Million The City Council established five conditions to ensure project readiness and fiscal accountability prior to allocation of funds:
1. Execution of a Memorandum of Understanding (MOU)
2. Submission of detailed original and revised project budgets
3. Resolution of the kitchen scope and funding source
4. Confirmation that grant deadlines can be met
5. Formal alignment meeting between City staff and the Pogo Park Board City staff have confirmed that all five conditions have been satisfied. On August 26, 2025, the City Council approved the Memorandum of Understanding (MOU) with Pogo Park as a required condition for funding release. The conditions were met as follows: (1) the MOU was executed in November 2025; (2) detailed budgets and change order 336
April 28, 2026
documentation were reviewed and accepted; (3) the commercial kitchen is fully funded through the $10 million Community Resilience Center grant; (4) grant timelines remain achievable; and (5) required coordination meetings between City staff and Pogo Park leadership have occurred.
Fourth Amendment to Contract Dated April 29, 2026
With these conditions met, the remaining step is formal authorization to release the funds. The fourth contract amendment is necessary to operationalize the City Council’s previously allocated $3,275,000, as subject to the above-mentioned conditions, in part, to establish the mechanism for reimbursement-based payments to Pogo Park and facilitate completion of construction for Harbour-8 Park Expansion Project.
Additionally, the amendment aligns with financing requirements associated with the REFI bridge loan by directing up to $1 million into a dedicated reimbursement account to satisfy loan repayment obligations.
Operating and Management Agreement
In parallel with construction completion, the City is transitioning from a capital project relationship to a long-term operational partnership. The proposed Operating and Management Agreement formalizes Pogo Park’s role in managing Harbour-8 Park, Harbour Hall, the commercial kitchen, Elm Playlot, and related improvements; establishes responsibilities for operations, programming, maintenance, and security; defines financial roles, including City responsibility for major repairs and operating costs, and Pogo Park responsibility for programming and day-to-day operations; ensures performance standards, reporting requirements, and accountability measures; and supports the facilities’ role as a Community Resilience Center providing emergency response, food access, and community services.
The Operations and Management Agreement builds on the MOU framework and ensures that the City’s capital investment is supported by professional, communitybased management over the long term.
Rationale for Recommended Actions
Approval of the fourth contract amendment and Operating Agreement is necessary to complete construction, release related funds that enables final delivery of the Harbour-8 Park Expansion Project and formally acts upon Council’s prior direction allocating funds with all conditions for funding satisfied. The Operating Agreement additionally formalizes long-term operations and ensures sustainable management, maintenance, and programming of the related Park Facilities for the benefit of local recreational, health, and resilience to our neighborhoods.
337
April 28, 2026
DOCUMENTS ATTACHED:
Attachment 1 – Original Contract
Attachment 2 – First Contract Amendment
Attachment 3 – Second Contract Amendment
Attachment 4 – Third Contract Amendment
Attachment 5 – Proposed Fourth Contract Amendment
Attachment 6 – Operating and Management Agreement
Attachment 7 – Memorandum of Understanding (Executed)
Attachment 8 – June 17, 2025, City Council Agenda Report 338
DocID #34720v1
CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
A California: corporation, limited liability corporation, general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:] _________________________________________ other [specify:] ___________________________________________________
2. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City Manager Execution Date: ____________________________ Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan
Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.
Public Works Wendy Wellbrock [email protected] 510-307-8108 8786 5228 Contractor will perform the design/build of the Harbour 8 Park Expansion 3 POGO Park 2604 Roosevelt Ave Richmond, CA 94804 Toody Maher 510-215-5500 [email protected] 40046304 June 30, 2020 July 1, 2020 June 30, 2023 1,589,500 Docusign Envelope ID: 6D151817-14E9-49B1-8B41-91A2E38B54C4 Docusign Envelope ID: CDCF5EEB-A33E-4369-B3ED-CFDB6ED668BE 339
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CITY OF RICHMOND,
a municipal corporation
By: ________________________________
Title: ______________________________
Date Signed: ________________________
I hereby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: _______________________________
City Clerk
Approved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
POGO Park
Docusign Envelope ID: 6D151817-14E9-49B1-8B41-91A2E38B54C4 Chair, Board of Directors
12/22/2025
Secretary, Board of Directors
Docusign Envelope ID: CDCF5EEB-A33E-4369-B3ED-CFDB6ED668BE 1/29/2026
Mayor
340
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by City Council or executed by the City Manager on _________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
07/19/2022 5,370,000 6,959,500 June 30, 2024 04/18/2023 2,196,225 9,155,725 December 31,2025 Docusign Envelope ID: 6D151817-14E9-49B1-8B41-91A2E38B54C4 Docusign Envelope ID: CDCF5EEB-A33E-4369-B3ED-CFDB6ED668BE 341
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) July 1, 2020 December 31, 2026
None
Docusign Envelope ID: 6D151817-14E9-49B1-8B41-91A2E38B54C4 Docusign Envelope ID: CDCF5EEB-A33E-4369-B3ED-CFDB6ED668BE 342
DocuSign Envelope ID: FB632A0C-5FBB-4AEE-8253-63139C5D5E50 343
DocuSign Envelope ID: FB632A0C-5FBB-4AEE-8253-63139C5D5E50 344
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DocuSign Envelope ID: FB632A0C-5FBB-4AEE-8253-63139C5D5E50 361
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DocuSign Envelope ID: FB632A0C-5FBB-4AEE-8253-63139C5D5E50 363
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DocuSign Envelope ID: 10450382-2DDB-4093-9E11-164DE2E48607 367
DocuSign Envelope ID: 10450382-2DDB-4093-9E11-164DE2E48607 Executive Director
Board Chair
368
DocuSign Envelope ID: 10450382-2DDB-4093-9E11-164DE2E48607 369
DocuSign Envelope ID: 10450382-2DDB-4093-9E11-164DE2E48607 370
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DocuSign Envelope ID: 10450382-2DDB-4093-9E11-164DE2E48607 378
DocuSign Envelope ID: 10450382-2DDB-4093-9E11-164DE2E48607 379
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DocuSign Envelope ID: 10450382-2DDB-4093-9E11-164DE2E48607 392
DocID #34720v1
CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
A California: corporation, limited liability corporation, general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:] _________________________________________ other [specify:] ___________________________________________________
2. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City Manager Execution Date: ____________________________ Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan
Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.
Public Works Wendy Wellbrock [email protected] 510-307-8108 8786 5228 Contractor will perform the design/build of the Harbour 8 Park Expansion 3 POGO Park 2604 Roosevelt Ave Richmond, CA 94804 Toody Maher 510-215-5500 [email protected] 40046304 June 30, 2020 July 1, 2020 June 30, 2023 1,589,500 Docusign Envelope ID: 6D151817-14E9-49B1-8B41-91A2E38B54C4 Docusign Envelope ID: CDCF5EEB-A33E-4369-B3ED-CFDB6ED668BE 393
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CITY OF RICHMOND,
a municipal corporation
By: ________________________________
Title: ______________________________
Date Signed: ________________________
I hereby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: _______________________________
City Clerk
Approved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
POGO Park
Docusign Envelope ID: 6D151817-14E9-49B1-8B41-91A2E38B54C4 Chair, Board of Directors
12/22/2025
Secretary, Board of Directors
Docusign Envelope ID: CDCF5EEB-A33E-4369-B3ED-CFDB6ED668BE 1/29/2026
Mayor
394
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by City Council or executed by the City Manager on _________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
07/19/2022 5,370,000 6,959,500 June 30, 2024 04/18/2023 2,196,225 9,155,725 December 31,2025 Docusign Envelope ID: 6D151817-14E9-49B1-8B41-91A2E38B54C4 Docusign Envelope ID: CDCF5EEB-A33E-4369-B3ED-CFDB6ED668BE 395
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) July 1, 2020 December 31, 2026
None
Docusign Envelope ID: 6D151817-14E9-49B1-8B41-91A2E38B54C4 Docusign Envelope ID: CDCF5EEB-A33E-4369-B3ED-CFDB6ED668BE 396
DocID #34720v1
CITY OF RICHMOND
CONTRACT AMENDMENT
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
A California: corporation, limited liability corporation, general partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:] _________________________________________ other [specify:] ___________________________________________________
2. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval):
City Council Approval Date/City Manager Execution Date: ____________________________ Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________.
[check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract.
3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
Amendment No. ___ modifies the (check all that apply):
Term Payment Limit Service Plan
Complete the Amendment History page if this Amendment is the 2nd or subsequent amendment.
Expiration Date:
Public Works Wendy Wellbrock [email protected] (510) 307-8108 8786 5228 Contractor will perform the design/build of the Harbour 8 Park Expansion 4 POGO Park 2604 Roosevelt Ave Richmond, CA 94804 Toody Maher 510-215-5500 [email protected] 40046304 June 30, 2020 July 1, 2020 June 30, 2023 1,589,500 12/31/26 397
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Contract.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section
7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants that he or she has the authority to execute this Contract Amendment for the Party on whose behalf he or she is executing this Contract Amendment. This Contract Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely on electronic or scanned signatures as originals. Delivery of an executed signature page of this Contract Amendment by electronic format (including pdf) shall be the same as delivery of an original executed signature page.
CITY OF RICHMOND,
a municipal corporation
By: ________________________________
Title: ______________________________
Date Signed: ________________________
I hereby certify that this Amendment has been
approved by the City Council or executed by the
City Manager.
By: _______________________________
City Clerk
Approved as to form:
By: _______________________________
City Attorney
[CONTRACTOR NAME]
(*If applicable, the Corporation Chairperson of the
Board, President, or Vice-President should sign
below.)
By: ____________________________________
Title: __________________________________
Date Signed: ____________________________
(*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant
Secretary should sign below.)
By: ___________________________________
Title: __________________________________
*(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation or
nonprofit organization, this Contract (1) should be
signed by the Chairperson of the Board, President
or Vice-President and the Chief Financial Officer
or Assistant Treasurer, or Secretary or Assistant
Secretary; (2) should have both signatures
conform to designated representative groups
pursuant to Corporations Code Section 313.)
POGO Park
398
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
If no prior amendments, skip to next page.
The first Contract Amendment was approved by City Council or executed by the City Manager on ______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The second Contract Amendment was approved by City Council or executed by the City Manager on _________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The third Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fourth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The fifth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
The sixth Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________
Term Amendment (insert new termination date): ________________________ Service Plan
07/19/2022 5,370,000 6,959,500 June 30, 2024 04/18/2023 2,196,225 9,155,725 December 31, 2025 01/29/2026 12/31/2026 399
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply:
TERM
PAYMENT
LIMIT
SERVICE
PLAN
Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
________________________________________________________ (Insert Contract Effective Date)
and it terminates
________________________________________________________. (Insert new Contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $__________________. Paragraph 3 of the Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_____________________ including expenses."
“The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services:
(Insert description of additional tasks/services. Use additional pages if necessary.) ■ 3,275,000 12,430,725 ■
Please see Exhibit A.
400
HARBOUR-8 PARK
UPDATED $3 MILLION COST TO COMPLETE BUDGET
01/09/2026
HARBOUR HALL BUDGET
HARBOUR–8 PARK BUDGET
Original
Budget
to City
Unreimbursed
Out of Pocket
Costs Paid by
Pogo Park
Approved
Change Orders
& Committed
Contracts
Additional
Costs to
Complete
Project
Total Cost
to Complete
Project
Budget
Original
Budget
to City
Unreimbursed
Out of Pocket
Costs Paid by
Pogo Park
Approved
Change Order
& Committed
Contracts
Additional
Costs to
Complete
Project
Total Cost
to Complete
Project
Budget
(Sept. 2025)
(Jan. 2026) (Jan. 2026) (Jan. 2026) (Jan. 2026)
General Conditions | Soft Costs $140,000 $10,000 $10,000 Site Prep. & Excavation $235,000 $220,414 $220,414
Masonry $1,000 $0
Framing $1,000 $0
Roofing $6,000 $0
HVAC $123,000 $76,932 $76,932
Rough Electric $29,000 $0
Exterior Trim $98,000 $0
Stucco $1,000 $0
Wall/Ceiling Finish $5,000 $0
Doors $27,000 $0
Interior Trim $46,000 $0
Cabinetry $50,000 $0
Tile & Glass $1,000 $0
Specialties $51,000 $31,615 $31,615
Special Construction $16,000 $9,875 $9,875
Plumbing Finish $6,000 $0
Electrical Finish $60,000 $58,364 $58,364
Appliances $40,000 $0
Painting $200,000 $59,257 $59,257
Flooring $82,000 $68,871 $68,871
Builder Punchlist $16,000 $0
Trash Removal $22,000 $0
Equipment | Furnishings $67,000 $0
Concrete Patio $90,000 $0
Builder Overhead & Mgmt. $57,000 $248,108 $2,563 $250,671 (Sept. 2025)
(Jan. 2026) (Jan. 2026) (Jan. 2026) (Jan. 2026)
Project Management & Overhead $32,325 $4,550 $45,000 $81,875 Engineering Design $13,817 $2,500 $16,317
Grading & Undergrounds $412,000 $254,258 $10,080 $264,338 Public Restroom $232,000 $85,834 $36,205 $122,039
Entry Gateways $170,000 $110,694 $18,226 $128,920
Metal Perimeter Fence $98,000 $12,528 $51,099 $63,627
Lighting & Electrical $70,000 $137,704 $10,024 $150,710 $298,438 Concrete Edge Transitions $120,000 $13,750 $16,825 $30,575 Retaining Walls $100,000 $80,351 $8,927 $89,278
Pavers $136,912 $136,124 $273,036
Asphalt ADA Paving $64,070 $18,695 $82,765
Bioretention Area $28,350 $28,350
Children's Play Area $160,000 $154,453 $124,380 $278,833 Zip Line Area $61,000 $134,853 $134,853
Amentiies $23,931 $23,931
Landscaping $60,000 $74,955 $74,955
BBQ | Picnic Area $40,000 $43,876 $15,000 $0 $58,876
Public Art Mural $7,000 $15,000 $15,000
Harbour Hall Patio $65,641 $22,000 $87,641
Bond Requirements $7,164 $7,164
Concrete Work on 8th St. Sidewalk and Curb $30,691 $30,691 Class 2 Dirt Haul Off and Disposal $22,500 $22,500
TOTAL $1,470,000 $553,022 $222,977 $10,000 $785,999
TOTAL $1,530,000 $1,180,781 $334,547 $698,673 $2,214,001 TOTAL BUDGET & CAPITAL REQUEST $3,000,000 $1,733,803 $557,524 $708,673 $3,000,000
EXHIBIT A
401
01-25-2026
Funding Request - LEED & Greenway ADA Improvements $275,000 LEED / GREENWAY / HH ADA IMPROVEMENTS Total Paid Remaining Committed Costs
Paid By
City of
Richmond
Total
LEED
Budget
Description
Advanced Pipeline Services $64,070 $64,070 Greenway ADA improvements (slurry seal & grinding) Advanced Pipeline Services $27,400 $17,373 $44,773 East ($17,373: CO#30) & west ($27,400; CO#16) ADA pathsAR Green Consulting $27,880 -$21,935 $5,945 LEED consultancy servicesGreen Business Certification, Inc. $3,775 $3,775 LEED registration, certification & reviewGrid Alternatives $66,901 $66,901 Solar power system installationGoring & Straja Architects, PC $24,657 $24,657 LEED application design & submittalsLawrence Construction, Inc. $13,140 $13,140 FSC certified lumberPogo Park $6,000 $6,000 LEED application submittalsRedcar Analytics $12,368 $5,632 -$2,000 $16,000 LEED Building enhanced commissioningScientific Art Studio, Inc. $5,000 $5,000 LEED application submittalsSWPPP Solutions, Inc. $2,500 $2,500 SWPPP plan designW.R. Forde Associates, Inc. $4,916 $4,916 Electrical installation for solar power systemContingency $17,323TOTAL REMAINING COSTS $194,537 $87,075 -$23,935 $275,000LEED/GREENWAY/ADA IMPROVEMENTS $194,537 $87,075 -$23,935 $275,000
LEED/GREENWAY & HARBOUR HALL ADA
EXHIBIT A
402
1 OPERATING AND MANAGEMENT AGREEMENT
This OPERATING AND MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of May 1st, 2026 (the “Effective Date”), by and between the CITY OF RICHMOND, a California municipal corporation (“City”), and POGO PARK, a California nonprofit public benefit corporation (“Operator” or “Pogo”). This Agreement incorporates Exhibits (A) Description of Park Facilities, (B) Permitted Uses and Rates, (C) Performance Metrics and Operating Hours, (D) Insurance Provisions, (E) Maintenance Standards, (F) Assets Furnished by City, and (G) Sanctuary City Compliance Form as fully set forth within this Agreement.
W I T N E S S E T H:
WHEREAS, the City is home to a diverse population and provides a full range of municipal services, including police and fire protection; maintenance of streets and public infrastructure; library services; storm water and municipal sewer systems; port operations; and economic and community development, and owns and operates numerous parks, open space, and community facilities for the benefit of the public; and
WHEREAS, the City owns fee title to certain park, open-space, and recreation properties located within the Iron Triangle neighborhood of Richmond, California, including, without limitation, Harbour-8 Park, Harbour Hall, the Harbour-8 Commercial Kitchen, Elm Playlot, and improvements along 8th Street commonly known as the Yellow Brick Road (collectively, the “Park Facilities”), as shown in Exhibit A, attached hereto; and WHEREAS, Pogo is a California nonprofit public benefit corporation founded in 2007 with a mission to transform under-utilized City parks into safe, vibrant, and welcoming public spaces that serve children, families, and the broader Richmond community; and WHEREAS, since 2007, Pogo has planned, designed, improved, programmed, operated, and stewarded City-owned park facilities, including Elm Park and Harbour-8 Park, providing vital community services and programs for the benefit of Richmond residents; and WHEREAS, the Park Facilities form a critical component of Contra Costa County’s first Community Resilience Center, serving as gathering points during emergencies and providing essential public-safety, food-service, shelter, and recovery functions; and WHEREAS, on July 1, 2020, the City of Richmond and Pogo Park entered into a Contract governing the Harbour-8 Park Expansion Project (“Harbor-8 Park Contract”); and WHEREAS, on or about September 2023, Pogo Park, submitted a Community Resiliency Centers (“CRC”) grant application seeking funding for the Harbour Hall Community Resilience Center; and
WHEREAS, on or about August 1, 2022, the City of Richmond and Pogo Park executed a first amendment modifying the term and compensation limits of the Harbour-8 Park Contract; and 403
2 WHEREAS, on or about June 5, 2023 the City of Richmond and Pogo Park executed a second amendment further modifying the term and compensation limits of the Harbour-8 Park contract; and
WHEREAS, in 2024, the State of California and Pogo Park entered into that certain CRC grant agreement to fund the Harbour Hall Community Resilience Center; and WHEREAS, on June 17, 2025, the Richmond City Council approved the allocation of $3,000,000 for the Harbour-8 Park Expansion Project, subject to certain enumerated conditions, including the execution of a memorandum of understanding; and WHEREAS, on November 26, 2025, the City of Richmond and Pogo Park entered into that Memorandum of Understanding establishing the framework for Pogo Park’s stewardship and operation of City-owned park facilities; and
WHEREAS, the City and Pogo desire to consolidate, supersede, and formalize their longstanding public-private partnership through a comprehensive Operating and Management Agreement governing the management, operation, programming, staffing, maintenance, security, financial administration, and stewardship of Harbour-8 Park and Harbour Hall; and WHEREAS, the Parties intend that this Agreement reflect professional municipal facility management standards, protect the City’s interests, ensure public accountability, promote equitable community access, and support the long-term sustainability of the Park Facilities; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
1.1. Definitions. All capitalized terms referenced or used in this Agreement and not specifically defined herein shall have the definition provided below or a reasonable definition assigned from the colloquial use of the term. In the event of any conflicting or unclear term definitions, City may, at their option, formally define the term in writing without amendment to this Agreement. Any definition assigned to a term in writing must reasonably align with the colloquial use of the term.
1.2. Defined Terms. Notwithstanding section 1.1 above, the following term definitions apply to this agreement.
“Park Facilities” means the grounds, improvements, equipment, property, and facilities on or within the Harbour-8 Park, Harbour Hall, the Harbour-8 Commercial Kitchen, Elm Playlot, and improvements along 8th Street commonly known as the Yellow Brick Road. "Capital Improvement" means any alteration, addition, or improvement to a Facility that has a useful life of more than five (5) years and a cost exceeding Five Thousand Dollars ($5,000).
"FF&E" means movable furniture, fixtures, and equipment purchased or installed by 404
3 Pogo or its partners that are not permanently affixed to real property. "City Operating Costs" means ongoing costs that City will pay to keep a Facility open and safe for public use, including but not limited to utilities (water, electrical, and sewer), waste/recycling/green pickup, ongoing subscriptions related to Facility operations (fire/burglary alarm services, HVAC control systems, etc.), periodic maintenance per Facility operating manuals (e.g., changing HVAC filters), weekly janitorial services, and janitorial supplies necessary to keep a Facility open and safe for public use. "Pogo Operating Costs" means ongoing costs that Pogo will pay to deliver programs and services for the community, including ongoing subscriptions related to delivering programs and services (software related to program management, etc.), daily Park Facility cleanup, and landscape maintenance (e.g., weeding, watering, trimming, etc.), and all other services outlined in Exhibit B.
“Minor Repairs” means individual repairs and/or equipment replacements that cost less than Five Thousand Dollars ($5,000) per occurrence. Pogo is responsible for paying for Minor Repairs as described in Article 5.
“Major Repairs” means individual repairs and/or equipment replacements that cost equal to or greater than Five Thousand Dollars ($5,000) per occurrence. City is responsible for paying for Major Repairs as described in Article 5.
"Generated Revenue" means revenue derived from Facility rentals, fees, concessions, services, or other on‑site activities.
ARTICLE 2
APPOINTMENT AND TERM
2.1. Appointment. City hereby retains, engages and appoints Operator to perform the Management Services (as defined in Section 3.1) during the Term, as more fully described herein, and Operator hereby accepts said appointment upon and subject to the terms hereof.
2.2. Term. This Agreement shall be effective as of the Effective Date, but the term (the “Term”) for performance of the Management Services under this Agreement shall begin on May 1, 2026 (the “Commencement Date”) and unlesssooner terminated as provided in Article 9 below, shall terminate on May 1, 2029 (the “Termination Date”).
2.3. Extension. The Term of this Agreement may be extended for up two, one-year periods (“Extended Period”) upon mutual written agreement by the City and Pogo. Any renewal thereafter will take into consideration Operator’s performance against the metrics outlined in Exhibit C, Performance Metrics and Operating Hours.
2.4. Cooperation Upon Termination. Upon termination or expiration of this Agreement, the Parties shall cooperate to ensure an orderly transition of services, including (a) the transfer of 405
4 keys and security codes; (b) the turnover of maintenance records; (c) Operator to issue appropriate public notifications; and (d) physical removal of any Pogo‑owned FF&E within thirty (30) days after any such termination.
ARTICLE 3
MANAGEMENT SERVICES
3.1. Management of the Park Facilities and Property. During the Term, Operator shall perform the management services described in this Article 3 in order to supervise, manage, direct and operate the Park Facilities and the Property on behalf of and for the account of City (collectively, the “Management Services”), subject to the terms of this Agreement and consistent with the budgets approved by City. Subject to the foregoing, City hereby delegates to Operator, subject to the terms and conditions set forth herein and applicable Governing Law, the discretion and authority to determine operating policies and procedures, standards of operation, house rules, standards of service and maintenance, pricing, and other policies, rules, and regulations affecting the Park Facilities or the Property or the operation thereof, to implement all of the foregoing, and to perform any act on behalf of City deemed by Operator to be necessary or desirable for the operation and maintenance of the Park Facilities and the Property. All Park Facilities remain subject to Richmond municipal code rules, regulations and ordinances, and State and Federal law (“Governing Law”).
3.2. Use of the Property. City hereby grants to Operator the right to use and occupy the Property during the Term for the purposes set forth herein. Operator shall, upon the expiration or prior termination of the Term, vacate and surrender the Park Facilities and Property to City in accordance with Section 2.4.
3.3. Scope of Services.
3.3.1. City/Contractor Representative. City shall designate a representative to monitor Operator's operation (“City Representative”). This representative will be the direct liaison between City and Operator, who shall designate its own representative as the liaison between the Operate and City (“General Manager”). The General Manager shall be Operator's representative and ensure Park Facilities are open to the public in accordance with Exhibit C, Performance Metrics and Operating Hours, attached hereto. The General Manager shall designate an Operator employee, if not themselves, to be on site at each of the Park Facilities at times provided within Exhibit C as the responsible person in charge of operations (“Operator Employee”).
3.3.2. Administration Services. Operator shall oversee, supervise and direct the administration of all Park Facilities operations, including but not limited to, the timely operation, completion and/or provision of the following:
• Public engagement, marketing and collaboration with local economic development organizations.
• The secure and accurate collection, deposit and reporting of 406
5 revenue as provided within Exhibit C;
• The procurement of and payment authorization for
materials and services needed to operate Park
Facilities;
• Food and beverage operation, room rental, catering and banquets, provision of meeting space;
• General supervision of the Park Facilities and the
preparation of grounds for public use;
• Custodial services, preventative maintenance and repairs to the buildings, equipment and Park Facilities;
• Perform routine landscaping, janitorial services, and trash consolidation (collecting trash and recycling into designated receptacles to be picked up by City waste management
services).
• Compile Park Facility standard operating
documentation/manuals and train City staff on using operating equipment (e.g., HVAC control system) on an as-needed basis. • Pay for Pogo Operating Costs directly
• Perform all Minor Repairs and cover the associated costs • Planning and preparing for meetings;
• Monitoring utility usage; and
• Any incidental services in accordance with the detailed specifications described herein.
3.3.3. Service Standards. As part of the Services hereunder, Operator shall do the following:
3.3.3.1. Respond within three (3) business days to reasonable requests from City and its agents or counsel.
3.3.3.2. Manage, operate, and maintain the Park Facilities in accordance with the Operating Standards as set forth in Section 3.3.3.8 below and Exhibit B, Permitted Uses and Rates. Ensure that the Park Facilities are kept clean, safe, secure and in good working order.
3.3.3.3. Protect City's capital investments through quality maintenance, supervision of repairs and recommendations to City on capital expenditures, provided adequate funding for maintenance and repairs is available from City in the annual budget.
3.3.3.4. Effectively involve, as much as is practical, all sectors of the local community in business and employment opportunities that may become available as a direct or indirect consequence of the operation of Park Facilities.
3.3.3.5. Maximize and overall utilization of the Park Facilities with a goal of maximizing community-wide economic impact generation and maintaining a 407
6 park facility in a manner financially feasible.
3.3.3.6. Maintain a system of communication that encourages linkage and collaborative effort between and among other segments of the hospitality industry within the community.
3.3.3.7. Maintain an open, clear, and responsive reporting system to the City Representative that enhances all facility operations and public perception of the Park Facilities.
3.3.3.8. Maintain and operate the Park Facilities in accordance with the Operating Standards. "Operating Standards" means the operation of the Park Facilities in a manner consistent with (i) other municipally owned public Park Facilities of similar age, condition and with comparable operating and capital budgets as City Park Facilities; (ii) current prudent business and management practices applicable to the operation, repair, maintenance and management of park facilities of similar age, condition and with comparable operating and capital budgets as City Park Facilities, including compliance with Legal Requirements and Governing Law; and; (iii) at a minimum, the standards applicable to other comparable municipally owned public Park Facilities operated by Operator or an affiliate of Operator of similar age, condition and with comparable operating and capital budgets, with; (iv) keeping the Park Facilities in a clean, safe, sanitary and attractive condition and in good working order; and (v) reasonably calculated to protect and preserve the assets and City’s investment in the Park Facilities.
3.3.3.9. Operate the Park Facilities in compliance with Legal Requirements. "Legal Requirements" means all laws, statutes, ordinances, rules, regulations, permits, licenses, and requirements of all governments or regulatory authorities, that now or hereafter may be applicable to the Park Facilities and the operation thereof, including those relating to employees, zoning, building, health, safety and environmental matters, and accessibility of public Park Facilities. "Legal Requirements" also includes intellectual rights of third parties, including copyright.
3.3.3.10. Manage, in an efficient and cost-effective manner, all aspects of Park Facilities operations such as grounds-keeping, custodial and maintenance services, security, marketing, event services including event set- up/tear down, food service, scheduling, sponsorship and promotional services and financial/administrative services including accounting, budgeting, purchasing, human resources/personnel and contracting.
3.3.3.11. Continuously operate the Park Facilities and comply with Operator's obligations under the Agreement in accordance with the Operating Standards; not abandon the Park Facilities; and act in good faith to maximize Generated Revenues at the Park Facilities to the greatest extent possible consistent with City's objective to maximize economic impact, in accordance with this Agreement.
3.3.3.12. Administer all utility and other contracts required in the ordinary course of business in operating Park Facilities, and if necessary or requested by City, participate in the solicitation of, and negotiations with, competing service providers.
408
7 3.3.3.13. Provide, or cause to be provided, all incidental services required in connection with Park Facilities or its events and provided services.
3.3.3.14. Maintain an adequate staff of courteous and efficient employees on duty at Park Facilities and provide appropriate supervision ofsuch employees.
3.3.3.15. Manage Major Repairs in coordination with City staff as follows:
• Operator shall notify designated City staff in writing of any Major Repair that needs to be performed.
• Upon receipt of such notice, the City shall inform Operator within ten (10) business days whether (a) the City will manage and coordinate the repair work independently, or (b) the City wishes for Operator to carry out the repair work at the City’s expense (i.e., on a time-and-materials basis).
• If the City elects for Operator to perform the work, Operator shall provide a written cost estimate and, if agreeable to City, City shall issue a formal work order or other authorization for Operator to proceed. • If City opts to coordinate the repair independently, City shall provide Operator with a schedule for when the work will be completed. • If the City elects for Operator to manage one or more third-parties to perform the work, Operator shall get pricing from an appropriate vendor or subcontractor and provide the cost estimate to the City, including a 15% markup to Operator to manage the work. City shall then issue a formal work order or other authorization for Operator to proceed.
• The parties shall make good faith efforts to ensure that Major Repairs are completed in a timely manner to minimize disruptions to programs, services, and facility rentals.
3.3.3.16. Develop, establish and follow, to the extent reasonably practicable, policies and procedures related to the operation of Park Facilities, as requested by the City.
3.3.3.17. Provide administrative oversight of and properly trained staff to meet the needs in all key operating areas such as childcare services, food and beverage operations and Park Facilities maintenance. Operator will provide this administrative oversight and staffing as needed to ensure that the facility is operated to the Operating Standards described at subsection 3.3.3.8 above and in accordance with the terms of this Agreement.
3.3.3.18. Maintain all utilities and pay for utilities such as electric, 409
8 water, natural gas, phone, computer connectivity, or any other utilities to support the Park Facilities.
3.3.4. Fees and Prices
3.3.4.1. Operator shall recommend annually a fee schedule, including room rental fees during the annual budget process which will be based upon current fees, existing market conditions and offsetting expenses for the City to consider and approve in its sole discretion pursuant to section 3.3.4.2, below.
3.3.4.2. When reviewing and approving the annual budget for the Park Facilities, City shall review and approve the fee schedule setting forth the maximum fees to be charged at Park Facilities.
3.3.4.3. During the annual budget process, Operator may request permission, in writing, from City to enable Operator to charge fees lower than the approved minimum during certain times in order to maximize use and to generate additional or increased revenues. Such requests shall contain at a minimum the following:
• The fees proposed for reduction;
• Proposed time period for reductions to be in effect;
• Justification for proposed fee reductions;
City may require additional information or justification it deems necessary prior to authorizing any fee reductions.
3.3.4.4. Operator and City shall work collaboratively to support the ongoing success, safety, and effectiveness of the Park Facilities. To this end, Operator and City shall meet at least once annually to review and discuss matters related to facility operations, public safety, programming effectiveness, community feedback, the monetary threshold for Major Repairs, and any other issues that may impact the success of the Facilities. These meetings shall serve as a forum for shared learning, problem-solving, and strengthening the partnership between Operator and the City.
3.3.5. The City reserves sole authority to make all final decisions regarding the Park Facilities, but will exercise this authority in the spirit of good faith cooperation with Operator, as resources allow.
410
9 3.4. Financial Terms and Reporting Requirements
3.4.1. Operator shall manage and maintain a current and up to date computerized system that identifies the various categories of fees, a comprehensive tally of all fees, sales, food and beverage sales, classes and events. All revenue collection, customer processing and revenue reporting shall conform to applicable policies and procedures of Operator and generally accepted accounting practices.
3.4.2. Operator shall collect all revenues generated through the operation of Park Facilities and document and spend all monies approved by the City as necessary (through the budgeting process or otherwise) for the proper management, operation, maintenance, and supervision of the Park Facilities.
3.4.3. Operator may provide such advice and assistance in relation to the operation, management, maintenance and supervision of Park Facilities, including, but not limited to, recommending potential changes to sources of revenue, partnerships, prices and policies and othersuch practices that could potentially improve the financialsuccess and community involvement of the facility.
3.4.4. Operator shall provide written reports to City in accordance to the reporting requirements within Exhibit C, attached hereto.
3.4.5. All budgets and plans shall be prepared based on what Operator believes to be reasonable assumptions and projections. Operator shall not be deemed to have made any guarantee or warranty in connection with the results of operations or performance set forth in the budgets or plans and the parties acknowledge that such budgets and plans are based solely upon Operator’s judgment, and the facts and circumstances known by Operator at the time of preparation.
3.5. Buildings
3.5.1. Operator shall provide routine cleaning and routine building maintenance services in accordance with maintenance standards attached hereto as Exhibit E (“Maintenance Standards”).
3.5.2. Operator shall not make any changes to any of the buildings without the prior written consent of City.
3.5.3. Operator shall provide routine systems preventative maintenance services in accordance with the Maintenance Standards. Operator shall conduct facility audits on a biannual basis and submit their findings with recommended repairs and changes to City.
Subject to City funding through the enterprise fund revenues, the capital improvements budget, or grants, Operator shall make the necessary repairs or implement recommended changes in a timely fashion.
3.5.4. The City currently has and shall retain fee title to the Park Facilities and all real property improvements located thereon. Title to any Capital Improvements funded solely by Operator shall automatically vest in the City upon substantial completion of such 411
10 improvements. Nothing in this Agreement shall be interpreted to provide Operator any ownership interest in Park Facilities.
3.5.5. Non-permanently affixed improvements or easily removable improvements:
FF&E purchased by Operator without City funds shall remain Operator property unless reimbursed by City.
3.5.6. Permanently affixed improvements or non-easily removable improvements installed without City funds but permanently affixed to City property and/or FF&E the removal of which would cause damage to any building or structure within Park Facilities or related area, shall remain in place and part of the City’s property upon termination of this Agreement.
3.5.7. Any project undertaken by Pogo on City property will be subject to review and approval by the City and will be designed and completed to the City's satisfaction
3.6. Marketing.
3.6.1. Operatorshall develop and implement an active marketing program designed to increase use.
3.6.2. Operator shall promote a wide variety of events and programs. These should include camps, and other events. Operator shall target all age and gender groups and this availability shall be advertised throughout the City by a variety of means.
3.6.3. Operator shall conduct marketing for youth programs to be hosted at Park Facilities.
3.6.4. Operator shall develop and implement programs, along with associated marketing and advertising, to serve the surrounding Richmond community.
3.6.5. Operator shall develop and implement marketing plan for events, weddings, rentals, meetings, etc.
3.6.6. Operator will use reasonable efforts to develop partnerships to leverage marketing efforts.
3.6.7. Operator shall work with City to develop a list, at least annually, of public programming activities that will occur at the Facilities and/or other City-owned properties, to ensure those activities are known by both parties, with proper permits acquired and sufficiently marketed to City residents.
3.6.8. City may, in its sole discretion, waive certain permitting and usage fees associated with public programming of the Park Facilities that benefits the Richmond community, as determined by the City Manager or their designee. Public programming may consist of events that are designed to engage, inform, educate, entertain and/or foster engagement free of charge to the community. Any private usage and/or fundraising events shall adhere to the City’s permit process and usage fees, and any other applicable fees, unless agreed to by the City Manager or his/her designee in their sole discretion. 412
11 3.6.9. Operator shall work with the City staff to ensure that public safety remains a high priority at the Park Facilities prior to the marketing and commencement of any large event.
3.7. Personnel
3.7.1. Operator shall provide staffing to open and close Park Facilities during operating hours as set forth in Exhibit C, and sufficient to provide programs and services at the Park Facilities, and manage rentals and concessions, as set forth in Exhibit B.
3.7.2. Any keys, access codes, or any other device provided to Operator personnel that is necessary to access and enter Park Facilities shall also be provided to City personnel to access and enter Park Facilities as needed.
3.7.3. All of the employees of the Park Facilities shall be employees of Operator.
Operator shall (i) determine personnel requirements, recruitment, schedules, and compensation levels, (ii) furnish job descriptions, performance appraisal procedures, employee benefit programs, and operational and procedural manuals for all personnel, and (iii) establish forms and procedures for employee compensation and Park Facilities incentive programs. Operator shall hire, promote, discharge, and supervise all employees performing services in and about the Park Facilities.
3.7.4. Persons employed by Operator in the performance of services pursuant to this Contract shall not be considered employees of City, shall be independent thereof and shall have no claim against City as to pension, workers compensation, unemployment compensation, insurance, salary, wages, or other employee rights or privileges granted by operation of law or by Operator.
3.7.5. The City shall have the right to approve the individual(s) Operator intends to hire to fill the positions of General Manager. Such approval shall not be unreasonably withheld. City may request a change in the personnel if the individual(s) are not performing up to the standards expected in their contract or this Agreement, including related Performance Metrics within Exhibit C.
3.8. Security
3.8.1. Operator shall be responsible for the security and protection of Park Facilities, and any and all current inventory and equipment, including any items hereafter placed on, or installed in, or stored at the facility.
3.8.2. Operator shall be responsible for the security and protection of all revenue, receipt books, cash funds and check books at Park Facilities. Operator shall properly secure these items.
3.8.3. Operator shall be responsible for preventing unauthorized access to the Park Facilities and its support facilities.
3.8.4. Operator shall designate primary response available on a twenty-four (24) hour basis, backup response and support staff to answer alarms and respond to emergencies. Operator shall provide this information to the City Representative and any 413
12 other secondary staff contact provided by the City to receive this information.
3.8.5. Operator shall timely provide to City a list of all personnel who have keys to Park Facilities and/or personnel who are privy to security code access and/or safe combinations at Park Facilities. Any subsequent changes in personnel shall be provided to City the following business day.
3.8.6. Operator shall be responsible for keeping any security systems operational during all times the Park Facilities are not supervised by Operator's staff.
3.8.7. Operator shall be responsible for maintaining appropriate procedures for employees regarding the security of Park Facilities. Operator shall provide and maintain a list of those employees with approved access.
3.8.8. Operator shall routinely evaluate security and make recommendations for improvement.
3.9. Equipment Inventory
3.9.1. City shall furnish certain City assets as described in Exhibit F for Operator's use for operating, managing, and maintaining Park Facilities. Additional/replacement assets will be added on an annual basis in the City’s sole discretion. At the end of the Agreement, or any subsequent extensions, Operator shall return said assets to City in the same condition as received, normal wear excepted.
3.9.2. Operator shall conduct, at least annually, a physical inventory to verify that all assets are present at Park Facilities. Operator is responsible for the replacement of all assets as described in Exhibit F (and all replacements and additions thereto). Except for repair and maintenance of inventory or per the standard operating procedures including, without limitation, removal of assets being replaced, Operator shall not otherwise remove any assets from Park Facilities without prior written approval from the City Representative.
The repair, maintenance, and/or replacement of all such assets shall be Operating Expenses of the Park Facilities subject to reimbursement by Operator to the extent of its indemnification obligations pursuant to Article 7 (“Operator’s Indemnification Obligations”).
3.9.3. City may upgrade all equipment and facilities at Park Facilities as required to meet current standards and changes as mandated by federal, state and local laws, subject to budgetary constraints.
3.10. Work Hours \ Safety
3.10.1. Scheduling of work hours to accomplish maintenance services shall conform to the maintenance requirements of Operator, along with Governing Law.
3.10.2. Two (2) weeks prior to performing any maintenance work, Operator shall provide to City its monthly maintenance project schedules. In addition, Operator shall furnish to City an annual master scheduling plan setting forth the proposed work/project schedule for the upcoming year.
3.10.3. The working schedule shall be rotated so that an appropriate Operator employee shall be on the Park Facilities while any structure, building, or event is open and 414
13 occurring.
3.10.4. Operator shall be responsible for instructing its employees in appropriate safety measures and shall not permit them to leave tools, materials and other equipment in traffic lanes, paths, or other locations in such a manner as to create safety hazards.
3.10.5. Operator's personnel shall be required to interrupt performance of their work, as necessary, to allow passage of vehicle and pedestrian traffic.
3.10.6. Operator shall conduct monthly safety meetings for all maintenance staff working at the facility.
3.10.7. All maintenance work shall be done in conjunction with community use and shall not interrupt community use unless partial or complete interruption of community use is planned in advance and approved by City in writing.
3.11. Operator Evaluation Of Operations/Equipment
3.11.1. At the end of the first ninety (90) days following the Commencement Date, Operator shall submit a formal report to City representative outlining recommendations which will improve the quality of service and assist in effecting future cost savings.
Operator shall also submit an equipment replacement plan listing the current equipment inventory, replacement schedule and estimated cost of replacement.
3.11.2. On an annual basis, during the budget process, Operator shall submit to City any recommended changes to maintenance equipment inventory.
3.12. Emergency Maintenance Provision. In the event that City, at any time, in its reasonable discretion exercised in good faith, determines that any portion of the Park Facilities is in immediate jeopardy of sustaining serious harm due to a failure on the part of Operator, the City may use any means to perform such tasks as are necessary to prevent such serious harm from taking place. The incremental cost of such preventative maintenance (i.e., beyond cost that would have been incurred in the absence of failure by Operator) incurred by City shall be itemized by City and submitted to Operator for payment and/or credit against Operator. To the extent that the foregoing arises as a result of an Event of Default by Operator under Section 8.1 “Events of Default”, then City retains the remedies set forth in Section 8.2 (“City’s Remedies”).
3.13. Equipment, Materials and Supplies. Operator is authorized to access available storage areas and office space for Operator's use within Park Facilities. City may negotiate the purchase of maintenance equipment owned by Operator at the termination of the Agreement. This will be at the sole discretion of City.
3.14. Hours Of Operation. Park Facilities shall operate in accordance to the schedules provided within Exhibit C, attached hereto and entitled Performance Metrics and Operating Hours.
Any changes to the operating hours shall be approved by the City in writing.
3.15. Evaluation Of Operations
3.15.1. City may at their discretion exercised in good faith, inspect some or all of the Park Facilities for purposes of ensuring Operator's compliance with applicable performance metrics within Exhibit C. In conducting such inspection and evaluation, the 415
14 City Representative may promptly thereafter provide Operator with inspection reports, including any unsatisfactory findings. The City shall act reasonably and in good faith in making the determination of whether Operator has met the standards of the applicable areas being evaluated as identified in the Scope of Work/Services. Any evaluation forms created for this purpose must be agreed upon by both parties prior to use.
3.15.2. The inspection reports shall be rated as "Satisfactory" or Better, "Needs Improvement", or "Unacceptable" (or other agreed upon rating system). An overall rating using the same scale shall also be determined. The City representative rating of an item as "Unacceptable" shall constitute a Notice of Deficiency with respect to the deficient item(s).
3.15.3. Within one (1) week after receipt of an inspection report, City and the General Manager shall meet to review the deficiency item(s), review the corrective actions Operator intends to take to correct the deficiency item(s) and review the time schedule for completion of corrective action. The proposed corrective action and time schedule shall be reasonably approved by City. When a deficient item has been satisfactorily corrected, Operator shall notify City.
3.16. Construction, Remodeling / Special Projects. Any change in the physical characteristics of any area of the Park Facilities such as addition or removal of any installation, renovation, painting, equipment, native or existing vegetation or the modification of any portion of the Park Facilities or the buildings shall be approved in advance, in writing, by City. The Parties acknowledge and agree that, in the event of a prospective special project, they will adopt procedures and enter into additional agreements as necessary, which will assign clear responsibilities for each Party. Such additional agreements may include, but are not limited to, funding allocation agreements, programming agreements, design and construction agreements, and donor recognition and naming rights agreements. The City will draft and, with appropriate approval from Richmond City Council, execute additional agreements and/or amendments to this Agreement that are in furtherance of the terms and conditions contained herein to the extent consistent with the City laws, and all other applicable laws or regulations.
3.17. Permits/Licenses
3.17.1. Operator shall obtain, maintain current and fully comply with any and all permits, licenses and other governmental authorizations, however designated, as may be required at any time, by any federal, state or local governmental entity or any court of law having jurisdiction over Operator or Operator's operations and activities, for any activity of Operator's conducted at Park Facilities. Operator shall provide to City, upon written request, certified copies of all permits and licenses. Operator’s breach of this Section shall be considered a material breach of this Agreement.
3.17.2. Operator shall provide payment for all permits and licenses required by City for Operator's obligations hereunder.
3.18. Safety Regulations
3.18.1. Operator shall conduct its operations and activities in a safe manner, shall comply with all safety regulations of Operator and safety standards imposed by Governing Law. Operator shall require the observance thereof by all employees, contractors, business 416
15 invitees and all other persons transacting business with or for Operator resulting from, or in any way related to, the conduct of Operator 's business at Park Facilities.
3.18.2. Operator shall maintain fire prevention and extinguishing devices, at Operator's expense, and shall at all times be familiar with and comply with the fire regulations and orders of the City’s Fire Department and any other fire control agency with jurisdiction at the Park Facilities. Operator, nor employee or any person working for or on behalf of Operator, shall not require any personnel engaged in the performance of Operator's operations to work in surroundings which are unsanitary, hazardous, or dangerous to his or her health or safety.
3.19. Environmental And Natural Resource Laws, Regulations And Permits
3.19.1. Itshall be the responsibility of Operator to be knowledgeable of any and all federal, state, regional and local government laws, ordinances, regulations, orders and rules, without limitation, which govern the operations of Park Facilities.
3.19.2. Operator shall acknowledge and understand that its operations may involve the generation, processing, handling, storing, transporting and disposal of certain hazardous and/or toxic materials which are, or may be, subject to regulation by federal, state or local law, ordinance, regulations, rules, orders, or other governmental rules and requirements
3.19.3. Provisions shall be made by Operator to have an accurate inventory list (including quantities) of all such hazardous, toxic and other contaminated or polluted materials, whether stored, disposed of or recycled, available at all times for inspection by City, including fire department officials, for implementation of proper storage, handling and disposal procedures.
3.19.4. In case of any spill, leak or other emergency situation involving hazardous, toxic, flammable and/or other pollutant/contaminated materials, Operator shall immediately notify the City and appropriate health officials.
3.19.5. Operator shall be liable for, and shall assume all responsibility for, all citations, fines, environmental controls and monitoring, clean-up and disposal, restoration and corrective measures resulting from Operator’s use regardless of negligence in connection with the handling, storage, and/or disposal of all pollutants or contaminated materials, as defined by law, regardless of whether or not a default notice has been issued and notwithstanding any other obligations imposed upon Operator. Operator shall be responsible for the proper storage and security of all pollutants and contaminated materials located at Park Facilities.
3.20. Inspections. The authorized employees and representatives of the City and any applicable federal, state and local entity having jurisdiction hereof shall have the right of access to Park Facilities at all reasonable times for the purposes of inspection for compliance with the provisions of this Agreement.
3.21. Service Requests. From time to time, City may submit service requests to Operator. Operator shall provide a response to these service requests shall be within three (3) business days.
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16 3.22. Operator And Customer Data. Any data generated, secured, and/or received in connection with the operations at Park Facilities, to include customer names or any other personal identifiable information shall be kept confidential by Operator.
3.23. Contracts. Operator shall negotiate, consummate, enter into, and perform such agreements as Operator may deem necessary or advisable for the furnishing of all utilities, concessions, entertainment, operating supplies, equipment, repairs and other materials and services as Operator determines are needed from time to time for the management and operation of the Park Facilities. Notwithstanding the above, any contract that requires Five Thousand Dollars ($5,000) or more in total payments over the term of such contract or which has a term of over one (1) year shall require the prior written consent of City, which consent shall be deemed to have been given if City neither consents nor disapproves in writing within ten (10) business days after Operator’s written request for approval.
3.24. Legal Action. Operator may not institute any legal action by or on behalf of City or the Park Facilities without the prior written consent of City. In the event Operator becomes named in any legal suit related to its operation of Park Facilities, Operator shall in writing promptly notify City of such action. Nothing in this Section shall require City participation in any legal action involving Operator.
3.25. Insurance. Insurance for the Property shall be as set forth in Exhibit D “Insurance Provisions” attached hereto.
ARTICLE 4
INTENTIONALLY OMITTED.
4.1 Intentionally omitted.
ARTICLE 5
FEES, EXPENSES, AND BUDGET
5.0 Out-of-Pocket-Expenses Incurred by City. To the extent the City incurs out-ofpocket expenses on behalf of Operator in connection with the operation, management, or maintenance of the Park, such expenses shall be satisfied from Generated Income. The City may draw down from Generated Income, or offset against amounts earned by Park Facility above Operating Expenses, to recover such expenses satisfied by City on behalf of Operator (“Generated Income”). Operator shall cooperate with the City to ensure proper accounting and reconciliation of all such amounts within thirty (30) days of City’s written notice.
5.1 Operator Responsibility for Expenses. Except as expressly provided in this Agreement, Operator shall be solely responsible for all costs and expenses incurred in connection with its performance under this Agreement. In no event shall the City be obligated to reimburse Operator for any such costs or expenses.
5.2 Reimbursement to City. If the City pays or incurs any cost or expense that is not 418
17 expressly allocated to the City under this Agreement, the City shall have the right to seek reimbursement from Operator for such amounts in accordance with this Article. The City may recover such amounts by invoice, by offset against Generated Income or other amounts payable to Operator, or by any other remedy available under this Agreement or at law.
5.3 Fund Management. Operator shall follow Generally Accepted Accounting Principles for nonprofit corporations and will enact prudent governance policies with regard to any invested funds. The City will follow Generally Accepted Accounting Principles for local government jurisdictions.
5.4 Annual Operating Budget. By a mutually agreed-upon date, and consistent with the City’s annual budget process, Operator and City shall jointly develop annual operating and capital budgets for the Park Facilities for each fiscal year. Both Parties will share Park Facility-related budgets (i.e. to include sources and uses of funds), as appropriate, to assist with budget development.
5.5 City Funding. Subject to annual appropriation and in accordance with the approved City budget, the City shall cover City Operating Costs, Major Repairs, and approved Capital Improvements. This language does not in any way obligate the City to appropriate any funds in its budget for such purposes.
5.6 Fundraising. Operator agrees to coordinate with the City regarding funding goals, grants, programs or campaigns that provide funding for community programs delivered at the Facilities or Capital Improvements. Operator will advise donors of the necessary approvals of the City. Pogo agrees, before it begins to accept gifts, to confer with the Director of Public Works or their designee. Operator will provide the City with a summary report of gifts received upon City request.
5.7 Grants. Both Parties agree to collaborate on grants that mutually benefit both parties and the Facilities. The Parties will work to streamline internal processes to ensure prompt and relevant support for each other's fundraising efforts to further mutual effectiveness.
5.8 Grant Coordination. Operator may solicit grants or donations for programs and Capital Improvements. All proposed grants for Capital Improvements shall be (1) shared with the City once a grant opportunity is identified, (2) discussed with the City during the grant development phase to ensure feasibility, and (3) submitted to the City prior to submission for review by the granting authority. Any awarded grants should be shared with the City upon award notification, grant-related reports and documents shared with the City in a timely manner, and approval received prior to commencement of construction.
5.9 Generated Revenue. Operator may retain Generated Revenue, provided that: (a) such revenue is used exclusively for operations, maintenance, programs or Capital Improvements at the Park Facilities; and (b) Operator provides the City with a quarterly report detailing all such income. Operator shall provide the City with a fee schedule for programming and/or facility rentals annually for City’s review and approval, which shall be at City’s sole discretion and in accordance with section 3.3.4 of this Agreement. Fees should remain reasonable to encourage community use.
5.10 Audits and Reporting. Operator will file all reports and other documents required by law in a timely and comprehensive manner, including but not limited to those required by the State of California and the United States Internal Revenue Code and shall provide the City with copies of such reports upon request. Upon request, Pogo will supply the City with an annual set of 419
18 relevant summary financial statements for the most recently ended fiscal year. Upon request, Operator agrees to provide the City, annually, an annual report and a list of Operator’s governing board, officers, and advisors.
ARTICLE 6
COVENANTS AND REPRESENTATIONS
6.1 City’s Covenants and Representations. City makes the following covenants and representations to Operator, which covenants and representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement:
6.1.1 Corporate Status. City is a city duly organized, validly existing, and in good standing under the laws of California, and authorized to transact business in California, with full municipal corporate and charter authority to enter into this Agreement.
6.1.2 Authorization. The making, execution, delivery, and performance of this Agreement by City has been duly authorized and approved by all requisite action, and this Agreement has been duly executed and delivered by City and constitutes a valid and binding obligation of City, enforceable in accordance with its terms.
6.1.3 No Litigation. There are no actions, suits or proceedings pending, or to the best of City’s knowledge, threatened against City that may adversely affect the Park Facilities, the Property or the City in connection with the operations of the Park Facilities.
6.1.4 No Violation. There is no existing violation or breach of any ordinance, code, law, rule, requirement or regulation applicable to the Park Facilities or the Property, and City is not aware of the basis for any such violation or breach.
6.1.5 Hazardous Material. City is not aware of the presence of any Hazardous Material in, on or under the Property in a quantity sufficient to require remediation or reporting under any Environmental Law, and City has not received notice of any violation or alleged violation of any Environmental Law with respect to the Property.
6.1.6 Documentation. If necessary to carry out the intent of this Agreement, City agrees to execute and provide to Operator, on or after the Commencement Date, any and all other instruments, documents, conveyances, assignments, and agreements which Operator may reasonably request in connection with the operation of the Park Facilities.
6.2 Operator’s Covenants and Representations. Operator makes the following covenants and representations to City, which covenants and representations shall, unless otherwise stated herein, survive the execution and delivery of this Agreement:
6.2.1 Corporate Status. Operator is a non-profit corporation duly organized, validly existing, and in good standing under the laws of California, and authorized to transact business in California, with full corporate power to enter into this Agreement and execute all documents required hereunder.
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19 6.2.2 Authorization. The making, execution, delivery, and performance of this Agreement by Operator has been duly authorized and approved by all requisite action and this Agreement has been duly executed and delivered by Operator and constitutes a valid and binding obligation of Operator, enforceable in accordance with its terms.
6.2.3 Effect of Agreement. Neither the execution and delivery of this Agreement by Operator nor Operator’s performance of any obligation hereunder (i) will constitute a violation of any law, ruling, regulation, or order to which Operator is subject, or (ii) shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document to which Operator is a party or is otherwise bound.
ARTICLE 7
INDEMNIFICATION
7.1 Operator’s Indemnification Obligations. To the fullest extent permitted by law, Pogo shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Pogo’s performance of its obligations under this Agreement or failure to comply with any of its obligations under this Agreement or out of the operations conducted by Pogo even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Pogo, Pogo shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Pogo. Pogo shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement
7.2 Survival. The defense and indemnification obligations contained in this Article 7 shall survive the expiration or termination of this Agreement for any reason.
ARTICLE 8
REMEDIES
8.1 Events of Default. The occurrence of any one or more of the following events which is not cured within the specified cure period, if any, shall constitute a default under this Agreement (hereinafter referred to as an “Event of Default”):
(i) Failure to Pay Sums Due. Either Party’s failure to pay any uncontested sums payable under this Agreement when and as the same shall become due and 421
20 payable and such failure shall continue for a period of ten (10) days after written notice (specifying the item not paid) thereof from the other Party to the defaulting Party;
(ii) Failure to Comply. Either Party’s material failure to comply with any of the terms or conditions of this Agreement, and such failure shall continue for a period of thirty (30) days after written notice thereof from the other Party to the defaulting Party specifying in detail the nature of such failure. Notwithstanding the foregoing, in the event any such failure cannot with due diligence be cured within such 30-day period, if the defaulting Party proceeds promptly and diligently to cure the same and thereafter diligently prosecutes the curing of such failure, the time within which the failure may be cured shall be extended for such period as may be necessary for the defaulting Party to cure the failure, continuing only until such time as cure becomes unreasonable; (iii) Bankruptcy. If either Party (i) applies for or consents to the appointment of a receiver, trustee, or liquidator of itself or any of its property, (ii) is unable to pay its debts as they mature or admits in writing its inability to pay its debts as they mature, (iii) makes a general assignment for the benefit of creditors, (iv) is adjudicated as bankrupt or insolvent, or (v) files a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors, or taking advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or admits the material allegations of a petition filed against it in any proceedings under any such law, or if any action shall be taken by said party for the purpose of effecting any of the foregoing (collectively, an “Insolvency Proceeding”); and
(iv) Reorganization; Receiver. An order, judgment, or decree is entered without the application, approval, or consent of either Party by any court of competent jurisdiction approving a petition seeking reorganization of said Party or appointing a receiver, trustee, or liquidator ofsaid Party, or of all or a substantial part of any of the assets of said Party, and such order, judgment, or decree remains unstayed and in effect for a period of ninety (90) days from the date of entry thereof.
8.2 City’s Remedies. Upon the occurrence of an Event of Default by Operator, City may:
(i) seek specific performance of Operator’s obligations or injunctive relief, as applicable; (ii) demand and receive payment of all amounts due City under the terms of this Agreement and the payment of all costs, damages, and expenses of City arising due to Operator’s Event of Default;(iii) proceed to remedy the Event of Default. All sums so expended or obligations incurred by City in connection therewith shall be paid by Operator to City, upon demand by City, and on failure of such reimbursement, City may, at City’s option, deduct all costs and expenses incurred in connection with remedying the Event of Default from the next sums becoming due to Operator from City under the terms of this Agreement; and (iv) terminate this Agreement by written notice of termination to Operator. Upon proper termination of this Agreement, Operator shall surrender occupancy of the Property to City.
No remedy granted to City is intended to be exclusive of any other remedy herein or by law provided, but each shall be cumulative and shall be in addition to every other remedy given 422
21 hereunder or now or hereafter existing at law, in equity, or by statute, including a suit for money damages. No delay or omission by City to exercise any right accruing upon an Event of Default shall impair City’s exercise of any right orshall be construed to be a waiver of any Event of Default or acquiescence thereto.
8.3 Operator’s Remedies. Upon the occurrence of an Event of Default by City, Operator may:
(i) seek specific performance of City’s obligations or injunctive relief, as applicable; (ii) demand and receive payment of all amounts due Operator under the terms of this Agreement and the payment of all costs, damages and expenses of Operator due to City’s Event of Default; (iii) proceed to remedy the Event of Default. All sums so expended or obligations incurred by Operator in connection therewith shall be paid by City to Operator, upon demand by Operator, and on failure of such reimbursement, Operator may, at Operator’s option, deduct all costs and expenses incurred in connection with remedying the Event of Default from the next sums, if any, becoming due to City from Operator under the terms of this Agreement; and (iv) terminate this Agreement by Operator’s written notice of termination to City. In such event, City shall pay to Operator within thirty (30) days of termination an amount equal to the total undisputed, unpaid fees due to Operator for services rendered to the date of termination.
No remedy granted to Operator is intended to be exclusive of any other remedy herein or by law provided, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, or by statute, including a suit for money damages. No delay or omission by Operator to exercise any right accruing upon an Event of Default shall impair Operator’s exercise of any right or shall be construed to be a waiver of any Event of Default or acquiescence thereto.
ARTICLE 9
TERMINATION
9.1 Events of Termination. This Agreement shall terminate upon the occurrence of any of the events set forth below:
(i) An Event of Default by Operator, and City sends to Operator a notice of termination for cause (after the expiration of any applicable cure period); (ii) An Event of Default by City, and Operator sends to City a notice of termination for cause (after the expiration of any applicable cure period); (iii) Both Parties agree in writing to terminate this Agreement; (iv) Upon the expiration or termination of this Agreement according to its terms.
9.2 Employee and Other Obligations Upon Termination. Upon a termination of this Agreement for any reason, Operator shall remain responsible for payment of obligations connected with the Agreement rendered through the effective date of termination (including all Operating Expenses and other expenses). Additionally, Operator shall be responsible for the payment of any earned and accrued vacation owed or due to the terminated staff as a result of the termination as well as any manual adjustments of wages and any unclaimed wages due the 423
22 terminated staff accruing prior to the termination date and shall, if requested by City, reimburse City for any such payments made by City. Any amounts owed to City pursuant to this Section shall be paid to City within thirty (30) days of written request therefore.
9.3 Other Payments Upon Termination. Upon expiration or termination of this Agreement, all sums owed by either Party to the other shall be paid within thirty (30) days of the effective date of such termination.
ARTICLE 10
NOTICES
10.1 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and (i) delivered personally, (ii) sent by certified mail, return receipt requested, postage prepaid (“Mail”), or sent by nationally-recognized overnight mail or courier service (“Overnight Courier”), addressed as shown below, or to such other address as the Party concerned may substitute by written notice to the other. Any notice will be deemed received (A) upon the date personal delivery is made, (B) three (3) business days after the date it is deposited in the Mail, (C) one (1) business day after it is deposited with an Overnight Courier, or (D) the date upon which attempted delivery of such notice, whether by Mail, Overnight Courier or personal delivery, if refused or rejected.
If to City: City of Richmond:
Daniel Chavarria,
Director of Public
City of Richmond, 450 Civic Center Plaza
Richmond, CA 94804
If to Operator: Pogo Park
Toody Maher
Pogo Park, 2604 Roosevelt Avenue
Richmond, CA 94804.
10.2 Changes. The addresses and addressees may be changed by giving notice of such change in the manner provided herein for giving notice. Unless and until such written notice is received, the last address and addressee given shall be deemed to continue in effect for all purposes.
ARTICLE 11
MISCELLANEOUS
11.1 Exhibits. All Exhibits attached hereto are incorporated herein by this reference as if fully set forth herein. If any Exhibits are subsequently changed by the mutual written agreement of the Parties, the Exhibits shall be modified to reflect such change or changes and dated and 424
23 initialed by the Parties.
11.2 Entire Agreement. This Agreement and the Exhibits hereto embody the entire agreement and understanding of the Parties relating to the subject matter hereof and supersede all prior representations, agreements, and understandings, oral or written, relating to such subject matter.
11.3 Amendment and Waiver. This Agreement may not be amended or modified in any way except by an instrument in writing executed by all Parties hereto; provided, however, either Party may, in writing, (i) extend the time for performance of any of the obligations of the other, (ii) waive any inaccuracies and representations by the other contained in this Agreement, (iii) waive compliance by the other with any of the covenants contained in this Agreement, and (iv) waive the satisfaction of any condition that is precedent to the performance by the Party so waiving of any of its obligations under this Agreement.
11.4 Proprietary Information. Operator shall be permitted to use the trade names, trademarks and logos of City (collectively, “City Marks”) in connection with the performance of the services provided under this Agreement and as otherwise provided in this Agreement or as agreed upon by City; provided, however, that City agrees that Operator may use the City Marks in its marketing and promotional materials related to the Park Facilities as managed by Operator. All specifically identifiable information developed by Operator for City at the expense of City shall be the property of the City and such information may continue to be used by City at the Park Facilities beyond any expiration or termination of this Agreement; provided, however, that City may not use or grant others the right to use such information at any other location nor disclose or grant any rights to such information to any third party. All of Operator’s proprietary information, including (i) trade names, trademarks and logos as well as programs that have been or may be developed by Operator, and (ii) software and technology, shall remain the exclusive property of Operator and neither City nor any of its affiliates orsuccessors may use or disclose such proprietary information without the advance written consent of Operator, unless otherwise specified within this Agreement. This provision will not limit City’s future use of programming for patrons,facility or equipment use policies, financial reporting documents or other concepts implemented by Operator during its management of the Park Facilities. The obligations and restrictions contained in this Section, and the City’s right to use the implemented management concepts shall survive the expiration or termination of this Agreement for any reason.
11.5 No Partnership or Joint Venture. Nothing contained herein shall be deemed or construed by the Parties hereto or by any third party as creating the relationship of (i) a partnership, or (ii) a joint venture between the Parties hereto; it being understood and agreed that neither any provisions contained herein, nor any acts of the Parties hereto shall be deemed to create any relationship between the Parties hereto other than the relationship of independent contractor.
11.6 Assignment; Successors and Assigns. This Agreement may not be assigned by either Party hereto without the express written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives, and permitted assigns.
11.7 Severability. Except as expressly provided to the contrary herein, each section, part, term, or provision of this Agreement shall be considered severable, and if for any reason any 425
24 section, part, term, or provision herein is determined to be invalid and contrary to or in conflict with any existing or future law or regulation by a court or governmental agency having valid jurisdiction, such determination shall not impair the operation of or have any other effect on other sections, parts, terms, or provisions of this Agreement as may remain otherwise intelligible, and the latter shall continue to be given full force and effect and bind the Parties hereto, and said invalid sections, parts, terms, or provisions shall not be deemed to be a part of this Agreement.
11.8 Survival. All covenants, agreements, representations, and warranties made herein shall survive the execution and delivery of (i) this Agreement, and (ii) all other documents and instruments to be executed and delivered in accordance herewith and shall continue in full force and effect.
11.9 Construction and Interpretation of Agreement. This Agreement shall be governed by and construed under the laws of the State of California, without regard to conflicts of laws principles. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or considering same shall not apply the presumption that the terms hereof shall be more strictly construed against a party by reason of the rule or conclusion that a document should be construed more strictly against the party who itself or through its agent prepared the same. It is agreed and stipulated that all Parties hereto have equally participated in the preparation of this Agreement and that legal counsel was consulted by each Party before the execution of this Agreement.
11.10 Captions. Captions, titles to sections, and paragraph headings used herein are for convenience of reference and shall not be deemed to limit or alter any provision hereof.
11.11 Governing Document. This Agreement shall govern in the event of any inconsistency between this Agreement and any other document or instrument executed or delivered pursuant hereto or in connection herewith.
11.12 Outside Businesses. Nothing contained in this Agreement shall be construed to restrict or prevent, in any manner, any Party or any Party’s affiliates, parent corporations, or representatives or principals from engaging in any other businesses or investments, nor shall City or Operator have any right to share or participate in any such other businesses or investments of the other Party.
11.13 Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same Agreement. Facsimile signature or scanned and e-mailed signature shall be as effective as an original signature.
11.14 Unavoidable Delays. The provisions of this Section shall be applicable if there shall occur during the Term any (i) strikes, lockouts, or labor disputes, (ii) inability to obtain labor or materials, or reasonable substitutes therefor, (iii) acts of God, governmental restrictions, regulations or controls, enemy or hostile governmental action, civil commotion, fire, or other casualty, or (iv) other conditions beyond the reasonable control of the Party obligated to perform.
If either Party shall, as the result of any of the above-described events, fail punctually to perform any obligation on its part to be performed under this Agreement, then such failure shall be excused and not be a breach of this Agreement by the Party claiming an unavoidable delay (an 426
25 “Unavoidable Delay”), but only to the extent the delay is occasioned by such event. If any right or option of either Party to take any action under or with respect to the Term is conditioned upon the same being exercised within any prescribed period of time or at or before a named date, then such prescribed period of time or such named date shall be deemed to be extended or delayed, as the case may be, upon written notice, as provided above, for a time equal to the period of the Unavoidable Delay. Notwithstanding anything contained herein to the contrary, the provisions of this Section shall not be applicable to either Party’s obligation to pay any sums, monies, costs, charges, or expenses required to be paid pursuant to the terms of this Agreement.
11.15 No Third-Party Beneficiaries. Nothing herein contained shall be deemed to establish any rights of third parties against the Parties hereto; it being the intent that the rights and obligations set forth herein are those of the Parties hereto alone, with no third party beneficiary rights intended.
11.16 Certain Services Excluded. Notwithstanding anything else contained in this Agreement to the contrary, Operator’s services are limited to those specifically noted in the Agreement and do not include, among others and without limitation, architectural, engineering, design or general contracting services, facility planning services, accounting or tax-related assistance or advice, legal advice or services, expert witness services, cost report preparation, data processing or information services, or feasibility studies. Operator’s services will not constitute an audit, review or compilation or any other type of financial statement reporting or consulting engagement subject to special or proprietary regulations. Operator will not be expressing any professional opinions and makes no representations or warranties in conjunction with this engagement.
11.17 Anti-Discrimination Clause. Operator shall not engage in discrimination, harassment, or retaliation in employment against its employees, applicants, contractors, or subcontractors on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, pregnancy, childbirth or related medical condition, age, sexual orientation, military or veteran status, or any other classification protected by law (“Protected Class”), except as permitted by law.
[SIGNATURES ON FOLLOWING PAGE]
427
32 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
POGO PARK.
By:
[name]
[title]
CITY OF RICHMOND
By:_____________________________
Eduardo Martinez
Mayor
428
EXHIBIT A
DESCRIPTION OF PARK FACILITIES
429
EXHIBIT A
DESCRIPTION OF PARK FACILITIES
YELLOW BRICK ROAD
HARBOUR-8 COMMERCIAL KITCHEN
HARBOUR-8 PARK, HARBOUR HALL,
ELM PLAYLOT
HARBOUR-8
ELM PLAYLOT
ELM AVE 8TH ST 7TH ST
RIPLEY AVE
OHIO AVE HARBOUR WAY 8TH ST
RICHMOND GREENWAY
YELLOW BRICK ROAD 8TH ST
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EXHIBIT B
PERMITTED USES AND RATES
This Exhibit governs permitted uses and rates applicable to the use of Harbour Hall, Elm Playlot, Harbour-8 Park’s Commercial Kitchen, and any other City-owned Facilities operated by Pogo under this MOU.
1. RENTAL MANAGEMENT. Pogo shall have sole responsibility for managing all rental-related activities for the Park Facilities, as described herein. To avoid scheduling conflicts or duplicative efforts, the City shall not schedule or authorize use of any Facility without prior written coordination with, and acknowledgment by, Pogo.
Rental management responsibilities shall include, but are not limited to:
a. Marketing and promotion of rental opportunities
b. Booking, scheduling, and confirming reservations
c. Collection and administration of rental fees and security deposits d. On-site staffing and event management and oversight
e. Facility inspections, pre-rental and post-rental reporting
2. PERMITTED USES. Permitted uses include, but are not limited to:
a. Private events, including but not limited to weddings, birthday parties, quinceañeras, baby showers, memorials, and other special occasions
b. Community classes and programs (e.g., fitness, art, cooking) c. Public meetings, town halls, voting, and educational workshops d. Cultural or recreational programs (e.g., bingo night, movies night, etc.) e. Nonprofit fundraising events
f. Performing arts
g. Pop-up shops, art galleries, and temporary exhibitions h. Emergency preparedness training and response
3. PROHIBITED USES. Pogo reserves the right to deny any rental application inconsistent with community values, public safety, or the intended use of the Facilities The uses below are expressly prohibited:
a. Events involving illegal activity or controlled substances b. Political campaign events (unless permitted under equal access guidelines) c. Events exceeding occupancy or violate fire code or other safety regulations d. Any use that the City or Pogo reasonably determines poses a threat to the safety of participants, the integrity of the Facilities, or community trust 431
4. CITY USE OF FACILITIES. If the City desires to use any Facility for its own governmental or ceremonial purposes, the following shall apply:
a. The City shall provide Pogo with at least thirty (30) days’ written notice. b. The City shall either (a) furnish its own staff and cleaning crew, or (b) reimburse Pogo for staffing and related costs based on Pogo’s published rate schedule.
c. City use shall not displace or interfere with previously confirmed community bookings unless mutually agreed upon in writing.
5. RENTAL RATES.
d. Published Rental Rates. Pogo will set Facility rental rates for private individuals, groups, and corporations, which will be published annually and submitted to the City for review and approval. These fees may be adjusted as needed to reflect market conditions, community needs, or operational requirements.
e. Discounts and Fee Waivers. Pogo and City shall jointly develop and maintain a published schedule of eligibility criteria for discounted rental rates (e.g., for Richmond residents) and full fee waivers (e.g., for mission-aligned community groups). The Parties shall review and update the schedule periodically to ensure alignment with community needs and equity goals.
6. OTHER RENTAL TERMS.
a. Security Deposits. All renters shall provide a refundable security deposit in an amount set by Pogo’s rental policy. Deposit may be withheld in the event of damage, excessive cleaning, or policy violations. b. Cancellation & Refund Policy. Pogo shall publish a cancellation and refund policy outlining deadlines and refund amounts. In general, cancellations made at least 14 days in advance shall be eligible for a full refund. c. Insurance Requirements. Pogo and City will determine appropriate insurance requirements for events.
d. Noise, Hours, and Conduct. All rentals must comply with City ordinances related to noise and hours of operation. Consistent with the City’s community center rental policies, events/music must end by 9:00 PM with breakdown/cleanup allowed until 10:00 PM, unless otherwise approved in writing. Renters are responsible for guest behavior and for returning the facility to its pre-use condition.
e. Alcohol Use. Alcohol may be served or consumed at the Facility only with prior 432
written approval from Pogo and in compliance with all applicable laws and regulations, including any temporary alcohol license or permit required from the California Department of Alcoholic Beverage Control (ABC) and provide a copy to Pogo at least five (5) business days prior to the event. All alcohol service must comply with ABC rules and be conducted by individuals legally authorized to serve alcohol. Pogo reserves the right to require security personnel and impose additional conditions, including but not limited to event insurance, for any event involving the service or consumption of alcohol. f. Equipment and Furniture. Use of Pogo-owned equipment or FF&E may be included in the rental fee or subject to additional charges. No permanent alterations may be made to the facilities.
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EXHIBIT C
PERFORMANCE METRICS AND OPERATING HOURS
This Exhibit sets forth the agreed-upon operating hours and performance metrics that will be used to evaluate Pogo’s operations under this MOU. These metrics shall serve as the basis for any performance reviews under Section 2.3 (“Extension”).
1. OPERATING HOURS
Park Facility Minimum Weekly Hours
Open to Public
Notes
Harbour Hall 40 hours per week Includes evenings and
weekends; exclude City
holidays*
Elm Playlot 40 hours per week Includes evenings and
weekends; exclude City
holidays*
Harbour-8 Park 40 hours per week Includes evenings and
weekends; exclude City
holidays*
Commercial Kitchen Varies Based on bookings and programs * Weekly minimum hours will be proportionally reduced by 1/5 for each City holiday that occurs during that week on Monday – Friday. City of Richmond Holiday Schedule Website https://www.ci.richmond.ca.us/2078/Holiday-Schedule
2. PROGRAM DELIVERY METRICS
Metric Target Reporting Frequency
Community events
hosted
4 events per year Annually
Park programs / activities
(e.g., dance; art; food;
child and youth
development, etc.)
400 programs / activities per
year
Annually
3. COMMUNITY ENGAGEMENT & FEEDBACK
Metric Target Reporting Frequency
Community feedback
sessions held
1 per year Annually
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City notified of
community concerns
Within 10 business days of
receipt
As needed
4. REPORTING DELIVERABLES
Report Due Date
Program & Engagement Report Within 30 days after end of each calendar year Annual Budget 60 days prior to the start of each fiscal year Maintenance/Repair Summary Within 30 days after end of each calendar year Public Usage & Participation Data Within 30 days after end of each calendar year
5. FLEXIBILITY CLAUSE
Pogo and the City acknowledge that unforeseen circumstances (e.g., extreme weather, health orders, emergency response deployment) may temporarily affect service delivery. In such cases, Pogo shall notify the City and propose reasonable modifications to metrics. The City shall not unreasonably withhold approval of such adjustments.
435
EXHIBIT D
INSURANCE PROVISIONS
436
EXHIBIT E
MAINTENANCE STANDARDS
Park Facility Maintenance
Operator shall provide routine cleaning services in accordance with the following minimum specifications. At a minimum, work frequencies shall comply with the specifications, however, they shall in no way limit the Operator responsibility to maintain a clean, sanitary and visually pleasing facility. Areas of service include the entire interior of the Harbour 8 Park Facility and restrooms. Exterior areas include entrances and within fifty (50) feet of all buildings.
Clean and Disinfect Fixtures
Operator shall use spray bottles of germicidal detergent solution, sponges, clean cloths, scrub pads or creme cleanser to remove all soil, streaks, smudges, algae, etc., from all interior fixtures; including the orifices and drains.
Vandalism
Vandalism a n d G r af f it i shall be reported and repaired immediately in accordance with Operator’s best practices.
Maintenance
Preventative maintenance checks shall be performed on all Systems on a regular basis per the Operating Standards as set forth in Section 3.3.3.8 of the Agreement.
Submittals/Minor Repairs
On a bi-annual basis, preventative maintenance checklists will be sent to the City, indicating that all Systems have been inspected per the appropriate schedule and any necessary repairs have been made.
Major Repairs/Replacements
If major repairs or replacements are necessary or if a System should be scheduled for replacement, the Operator shall notify the City Representative in a timely fashion to determine whether the City will repair or instruct Operator to repair.
Where Operator repairs, City shall reimburse Operator within 45 days for Major Repairs. The City will pay invoice(s) within 45 days after receipt of invoices for services rendered to the City’s satisfaction. The City shall not pay late fees or interest.
Special Projects
Projects identified by the Operator which will improve the quality of service and assist in effecting future cost savings will be evaluated by the City to determine if they are necessary, if funding exists for the work, and how the Operator should go about initiating such projects. Depending on the scope of work, City may utilize 437
outside Operators, or reimburse Operator for subcontracted work, labor and any materials which will be billed at Operator's cost.
Traffic
Operator shall to the extent reasonable ensure safe and controlled traffic patterns around Park Facilities during events.
Park Facilities Accessories
Operator shall be responsible for maintaining all drainage, sewer, and electric utilities in good working order, and kept in good appearance.
Facility
Facility shall be properly secured at the end of the day. Surrounding areas shall be kept in a neat and sanitary condition.
438
EXHIBITS F
Assets to be Furnished by City
Pursuant to Section 3.9.1, City shall furnish the following assets for Operator’s use for operating, managing and maintaining the Park Facilities:
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EXHIBIT G
Sanctuary City Compliance Form
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MEMORANDUM OF UNDERSTANDING
Between the City of Richmond and Pogo Park
THIS MEMORANDUM OF UNDERSTANDING (this "MOU") is made and entered into as of the ___ day of __________, 2025 (the "Effective Date"), by and between the CITY OF RICHMOND, a California municipal corporation ("City"), and POGO PARK, a California nonprofit public benefit corporation ("Pogo," and together with City, the "Parties," and each, a "Party").
RECITALS
WHEREAS, the City of Richmond is home to a diverse population and provides a full range of municipal services, including police and fire protection; maintenance of streets and infrastructure; library services; storm water and municipal sewer systems; port; and economic and community development. The City owns and operates numerous parks and community facilities and administers recreational activities and cultural events; and WHEREAS, City owns fee title to certain park, open‑space, and recreation properties located in the Iron Triangle neighborhood of Richmond, California, including, without limitation, Harbour‑8 Park, Harbour Hall, the Harbour‑8 Commercial Kitchen, Elm Playlot, and the improvements along 8th Street from Barret Avenue to Pennsylvania Avenue known collectively as the Yellow Brick Road (each individually, a "Facility," and collectively, the "Facilities"); and WHEREAS, Pogo, founded in 2007, is a community development corporation and 501(c)3 nonprofit based in Richmond, California, with a mission to transform under-utilized Richmond city parks into safe, beautiful, and green public spaces for children to play and the community to come together; and
WHEREAS, since 2007, Pogo has planned, designed, improved, programmed, and operated the Facilities, serving as the steward of the Facilities and providing vital community services and programs for the benefit of Richmond residents; and WHEREAS, the Facilities form a critical component of Contra Costa County’s first Community Resilience Center ("CRC"), serving as gathering points during emergencies and providing essential public‑safety, food‑service, and shelter functions; and WHEREAS, the City and Pogo (together, the “Parties”) desire to formalize their successful public/private partnership by setting forth their respective rights and obligations for the continued operation, programming, staffing, maintenance, capital improvement, fundraising, and stewardship of the Facilities, and to establish clear processes for coordination, dispute resolution, reporting, and termination; and
WHEREAS, the Parties are committed to ensuring that the Facilities remain accessible, safe, and welcoming to all residents, prioritizing the needs of underserved communities, and thereby contributing to the City's goals of equity, diversity, and inclusion; and WHEREAS, the collaboration between the Parties exemplifies a model of innovative partnership that can serve as a blueprint for similar initiatives; and Docusign Envelope ID: F76D2528-CD2B-4E27-8D80-C6CC10093DAB 11/26/2025 11/26/2025
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WHEREAS, the Parties share the common objectives of providing the highest quality parks and open spaces and ensuring access to free and low-cost events and public programs in Richmond, CA; and
WHEREAS, the Parties want to formalize the relationship between the City and Pogo by setting forth a series of mutual expectations.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. PURPOSE. The purpose of this MOU is to provide a comprehensive framework that enables the Parties to collaborate efficiently and transparently in order to (a) maintain the Facilities in a safe, clean, and fully operational condition; (b) deliver equitable, community‑driven programs and services; and (c) leverage public and private resources to enhance neighborhood resiliency and quality of life. The MOU will assist in defining the relationship between the Parties in order to ensure that the goals of each are accomplished in a mutually supportive way.
2. DEFINITIONS. Capitalized terms not otherwise defined have the meanings set forth below:
a. "Capital Improvement" means any alteration, addition, or improvement to a Facility that has a useful life of more than five (5) years and a cost exceeding One Thousand Dollars ($5,000).
b. "FF&E" means movable furniture, fixtures, and equipment purchased or installed by Pogo or its partners that are not permanently affixed to real property. c. "City Operating Costs" means ongoing costs that City will pay to keep a Facility open and safe for public use, including but not limited to utilities (water, electrical, and sewer), waste/recycling/green pickup, ongoing subscriptions related to Facility operations (fire/burglary alarm services, HVAC control systems, etc.), periodic maintenance per Facility operating manuals (e.g., changing HVAC filters), weekly janitorial services, and janitorial supplies necessary to keep a Facility open and safe for public use.
d. "Pogo Operating Costs" means ongoing costs that Pogo will pay to deliver programs and services for the community, including ongoing subscriptions related to delivering programs and services (software related to program management, etc.), daily Facility cleanup, and landscape maintenance (e.g., weeding, watering, trimming, etc.).
e. “Minor Repairs” means individual repairs and/or equipment replacements that cost less than One Thousand Dollars ($1,000) per occurrence. Pogo is responsible for paying for Minor Repairs as described in Section 5. The Parties f. “Major Repairs” means individual repairs and/or equipment replacements that cost equal to or greater than One Thousand Dollars ($1,000) per occurrence. City is responsible for paying for Major Repairs as described in Section 5.
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g. "Generated Revenue" means revenue derived from Facility rentals, fees, concessions, services, or other on‑site activities.
3. GENERAL AGREEMENTS
a. The City reserves sole authority to make all final decisions regarding the Facilities, but will exercise this authority in the spirit of good faith cooperation with Pogo, as resources allow.
b. The Parties are committed to promoting equitable access to the Facilities, cognizant of geographic, socioeconomic, demographic, cultural, physical ability and population density realities.
c. The Parties acknowledge and agree that they will adopt procedures and enter into additional agreements as necessary, which will assign clear responsibilities for each Party. Such additional agreements may include, but are not limited to, funding allocation agreements, programming agreements, design and construction agreements, and donor recognition and naming rights agreements. The City will draft and, with appropriate approval from Richmond City Council, execute additional agreements and/or amendments to this Agreement that are in furtherance of the terms and conditions contained herein to the extent consistent with the City laws, and all other applicable laws or regulations. d. Any personnel employed by or volunteering on behalf of Pogo will be deemed "employees" or "volunteers" respectively of Pogo and will not be deemed employees or volunteers of the City. Pogo will remain responsible for the supervision, management, and control of such employees and volunteers and any payroll, taxation or other employment obligation incident to their work. Any personnel employed by the City will be deemed "employees" of the City and will not be deemed employees or volunteers of Pogo.
4. TERM AND RENEWAL.
a. Initial Term. The term of this MOU ("Term") shall commence on the Effective Date and continue for three (3) years, ending on _______, 2028, unless as otherwise provided below.
b. Renewal. The Term may renew for two additional one-year periods (each, a "Renewal Term") upon mutual written agreement by City and Pogo. c. Termination. Either Party may terminate this MOU upon ninety (90) days prior written notice to the other party.
d. Performance Review. City’s decision whether to renew the Term of this MOU will take into consideration Pogo’s performance against the metrics in Exhibit A.
5. OWNERSHIP. The City shall retain fee title to the Facilities and all real property improvements located thereon. Title to any Capital Improvements funded solely by Pogo shall automatically vest in the City upon substantial completion of such improvements.
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6. OPERATIONS, PROGRAMMING, AND MAINTENANCE.
a. Pogo Responsibilities. Pogo shall:
i. Provide staffing to open and close the Facilities during operating hours as set forth in Exhibit A, provide programs and services at the Facilities, and manage rentals and concessions.
ii. Provide keys, access codes, etc., to City personnel to the Facilities listed within this MOU.
iii. Perform routine landscaping, janitorial services, and trash consolidation (collecting trash and recycling into designated receptacles to be picked up by City waste management services).
iv. Compile Facility operating documentation/manuals and train City staff on using operating equipment (e.g., HVAC control system) on an as-needed basis.
v. Pay for Pogo Operating Costs directly.
vi. Perform all Minor Repairs and cover the associated costs. vii. Manage Major Repairs in coordination with City staff as follows:
1. Pogo shall notify designated City staff in writing of any Major Repair that needs to be performed.
2. Upon receipt of such notice, the City shall inform Pogo within ten (10) business days whether (a) the City will manage and coordinate the repair work independently, or (b) the City wishes for Pogo to carry out the repair work at the City’s expense (i.e., on a time-andmaterials basis).
3. If the City elects for Pogo to perform the work, Pogo shall provide a written cost estimate. The City shall then issue a formal work order or other authorization for Pogo to proceed.
4. If the City opts to coordinate the repair independently, City shall provide Pogo with a schedule for when the work will be completed.
5. If the City elects for Pogo to manage one or more third-parties to perform the work, Pogo shall get pricing from an appropriate vendor or subcontractor and provide the cost estimate to the City, including a 15% markup to Pogo to manage the work. City shall then issue a formal work order or other authorization for Pogo to proceed.
6. The parties shall make good faith efforts to ensure that Major Repairs are completed in a timely manner to minimize disruptions to programs, services, and facility rentals.
viii. Comply with all applicable laws, permits, and grant conditions. ix. Continue to seek private and public funding for operating, maintaining, improving, and delivering programs and services for the community at the Facilities.
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b. City Responsibilities. City shall:
i. Pay for City Operating Costs directly.
ii. Reimburse Pogo within 45 days for Major Repairs. The City will pay invoice(s) within 45 days after receipt of invoices for services rendered to the City’s satisfaction. The City shall not pay late fees or interest. iii. Provide refuse collection and standard municipal services to the Facilities. iv. Work with public safety agencies to ensure that public safety remains a high priority at the Facilities.
v. Work with Pogo to develop a list, at least annually, of public programming activities that will occur at the Facilities and/or other City-owned properties, to ensure those activities are known by both parties, with proper permits acquired and sufficiently marketed to City residents.
vi. Waive appropriate permitting and usage fees associated with public programming of the Facilities that benefits the Richmond community, as determined by City staff. Public programming may consist of events that are designed to engage, inform, educate, entertain and/or foster engagement free of charge to the community. Any private usage and/or fundraising events shall adhere to the City’s permit process and usage fees, and any other applicable fees, unless agreed to by the City Manager or his/her designee in their sole discretion.
c. Pogo and City Joint Responsibilities. Pogo and City shall work collaboratively to support the ongoing success, safety, and effectiveness of the Facilities. To this end, Pogo and City shall meet at least once annually to review and discuss matters related to facility operations, public safety, programming effectiveness, community feedback, the monetary threshold for Major Repairs, and any other issues that may impact the success of the Facilities. These meetings shall serve as a forum for shared learning, problem-solving, and strengthening the partnership between Pogo and the City.
7. FINANCIAL RESPONSIBILITIES.
a. Fund Management. Pogo will follow Generally Accepted Accounting Principles for nonprofit corporations and will enact prudent governance policies with regard to any invested funds. The City will follow Generally Accepted Accounting Principles for local government jurisdictions.
b. Budget. By a mutually agreed-upon date, and consistent with the City’s annual budget process, the Parties shall jointly develop annual operating and capital budgets for the Facilities for each fiscal year. Both Parties will share Facility-related budgets (i.e. to include sources and uses of funds), as appropriate, to assist with budget development.
c. City Funding. Subject to annual appropriation and in accordance with the approved City budget, the City shall cover City Operating Costs, Major Repairs, Docusign Envelope ID: F76D2528-CD2B-4E27-8D80-C6CC10093DAB 445
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and approved Capital Improvements. This language does not in any way obligate the City to appropriate any funds in its budget for such purposes. d. Fundraising and Gifts. Pogo agrees to coordinate with the City regarding funding goals, grants, programs or campaigns that provide funding for community programs delivered at the Facilities or Capital Improvements. Pogo will advise donors of the necessary approvals of the City. Pogo agrees, before it begins to accept gifts, to confer with the Director of Public Works or their designee. Pogo will provide the City with a summary report of gifts received upon request. e. Grants. Both Parties agree to collaborate on grants that mutually benefit both parties and the Facilities. The Parties will work to streamline internal processes to ensure prompt and relevant support for each other's fundraising efforts to further mutual effectiveness.
f. Coordination. Pogo may solicit grants or donations for programs and Capital Improvements. All proposed grants for Capital Improvements shall be (1) shared with the City once a grant opportunity is identified, (2) discussed with the City during the grant development phase to ensure feasibility, and (3) submitted to the City prior to submission for review. Any awarded grants should be shared with the City upon award notification, grant-related reports and documents shared with the City in a timely manner, and approval received prior to commencement of construction.
8. FILING, AUDITS AND REPORTING.
a. Pogo will file all reports and other documents required by law in a timely and comprehensive manner, including but not limited to those required by the State of California and the United States Internal Revenue Code and shall provide the City with copies of such reports upon request.
b. Upon request, Pogo will supply the City with an annual set of relevant summary financial statements for the most recently ended fiscal year. c. Upon request, Pogo agrees to provide the City, annually, an annual report and a list of Pogo’s governing board, officers, and advisors.
9. GENERATED REVENUE.
a. Pogo may retain Generated Revenue, provided that: (a) such revenue is used exclusively for operations, maintenance, programs or Capital Improvements at the Facilities; and (b) Pogo provides the City with a quarterly report detailing all such income.
b. In tandem with submission of Pogo’s annual budget, Pogo will provide the City with a fee schedule for programming and/or facility rentals annually, annually for City’s review and approval, which shall be at City’s sole discretion. Fees should remain reasonable to encourage community use.
10. INSURANCE AND INDEMNIFICATION.
a. Insurance Provisions. Please see Exhibit C: Insurance Requirements.
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b. Indemnification. To the fullest extent permitted by law, Pogo shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Pogo’s performance of its obligations under this MOU or failure to comply with any of its obligations under this MOU or out of the operations conducted by Pogo even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Pogo, Pogo shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Pogo. Pogo shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this MOU are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this MOU. This indemnification obligation shall survive this MOU and shall not be limited by any term of any insurance policy required under this MOU.
11. COMPLIANCE WITH LAWS. Pogo shall comply with all applicable federal, state, and local laws, regulations, and ordinances in consultation with the City.
12. CAPITAL IMPROVEMENTS.
a. Ownership of FF&E.
i. Non-permanently affixed improvements or easily removable improvements:
FF&E purchased by Pogo without City funds shall remain Pogo property unless reimbursed by City.
ii. Permanently affixed improvements or non-easily removable improvements:
If FF&E is installed without City funds but is permanently affixed to City property and/or removal would cause major damage to the facility or area, the property shall remain in place and part of the City’s property. b. Any project undertaken by Pogo on City property will be subject to review and approval by the City and will be designed and completed to the City's satisfaction.
13. INTELLECTUAL PROPERTY. Pogo shall retain all ownership rights to any and all trademarks, curricula, photographs, and other intellectual property developed by Pogo, its contractors, or its partners in connection with the operation and maintenance of the Facilities. Pogo hereby grants the City a royalty-free, non-exclusive license to use such materials throughout the Term and within the City of Richmond for non-commercial municipal purposes, provided that the City gives appropriate attribution to Pogo in any public use or display of such materials.
14. DISPUTE RESOLUTION. The Parties shall first confer and negotiate in good faith to resolve any dispute, claim, or controversy arising out of or relating to this MOU. If the Docusign Envelope ID: F76D2528-CD2B-4E27-8D80-C6CC10093DAB 447
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dispute is not resolved within thirty (30) days after written notice of the dispute, the matter shall be settled exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The prevailing Party shall be awarded its attorneys’ fees and expenses, and the Parties shall share equally the arbitrator’s fees and costs, unless the arbitrator determines otherwise.
15. DEFAULTS AND REMEDIES.
a. Default Defined. A "Default" occurs if a Party materially breaches this MOU and fails to cure such breach within thirty (30) days after written notice (or such longer period as reasonably necessary so long as diligent efforts are pursued). b. Remedies. Upon Default, the non‑defaulting Party may (i) suspend performance; (ii) seek specific performance, injunctive relief, or damages; and/or (iii) terminate this MOU.
16. TERMINATION. Either Party may terminate for Default pursuant to Section 15.
17. EXIT PLAN. Upon termination or expiration of this MOU, the Parties shall cooperate to ensure an orderly transition of services, including (a) transfer of keys and security codes; (b) turnover of maintenance records; (c) public notification; and (d) physical removal of Pogo‑owned FF&E within thirty (30) days.
18. NOTICES. All notices shall be in writing and deemed given when delivered (a) in person, (b) by certified U.S. mail, return receipt requested, postage prepaid, or (c) by nationally recognized overnight courier, addressed as follows (or such other address a Party may designate in writing):
(i) City: Daniel Chavarria, Director of Public Works or their designee, City of Richmond, 450 Civic Center Plaza, Richmond, CA 94804
(ii) Pogo: Toody Maher, Pogo Park, 2604 Roosevelt Avenue, Richmond, CA 94804.
The City shall designate a liaison to coordinate with Pogo and facilitate timely communication, reporting review, and approvals under this MOU.
19. FORCE MAJEURE. Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control (e.g., acts of God, pandemic, war, emergency, or governmental order), provided that the affected Party gives prompt notice and resumes performance as soon as practicable.
20. AMENDMENTS. This MOU may be amended only by a written instrument executed by authorized representatives of both Parties.
21. ENTIRE AGREEMENT. This MOU, together with its exhibits, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements.
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22. GOVERNING LAW; VENUE. This MOU shall be governed by, and construed in accordance with, the laws of the State of California without regard to conflict‑of‑laws principles. Venue for any action shall lie exclusively in the state or federal courts located in Contra Costa County, California.
23. COUNTERPARTS; ELECTRONIC SIGNATURES. This MOU may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Signatures delivered electronically (e.g., via DocuSign or PDF) shall be deemed original.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this MOU as of the Effective Date.
CITY OF RICHMOND
City Manager/Mayor
By: ___________________________
Name:
Title:
Date:
City Attorney
POGO PARK
By: ___________________________
Name:
Title:
Date:
By: ___________________________
Name:
Title:
Date:
City Clerk
By: ___________________________
Name:
Title:
Date:
Docusign Envelope ID: F76D2528-CD2B-4E27-8D80-C6CC10093DAB Bruce Yamamoto
11/24/2025
Chief Financial Officer
Senior Assistant City Attorney
11/25/2025
James Atencio
Nickie Mastay
Deputy City Manager
11/25/2025
Pamela Christian
City Clerk
11/26/2025
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EXHIBIT A – PERFORMANCE METRICS & OPERATING HOURS
This Exhibit sets forth the agreed-upon operating hours and performance metrics that will be used to evaluate Pogo’s operations under this MOU. These metrics shall serve as the basis for the City’s performance reviews under Section 4 (“Term and Renewal”).
1. OPERATING HOURS
Facility Minimum Weekly Hours
Open to Public
Notes
Harbour Hall 40 hours per week Includes evenings and
weekends; exclude City
holidays*
Elm Playlot 40 hours per week Includes evenings and
weekends; exclude City
holidays*
Harbour-8 Park 40 hours per week Includes evenings and
weekends; exclude City
holidays*
Commercial Kitchen Varies Based on bookings and
programs
* Weekly minimum hours will be proportionally reduced by 1/5 for each City holiday that occurs during that week on Monday – Friday. City of Richmond Holiday Schedule Website https://www.ci.richmond.ca.us/2078/Holiday-Schedule
2. PROGRAM DELIVERY METRICS
Metric Target Reporting Frequency
Community events
hosted
4 events per year Annually
Park programs /
activities (e.g., dance;
art; food; child and youth
development, etc.)
400 programs / activities per
year
Annually
3. COMMUNITY ENGAGEMENT & FEEDBACK
Metric Target Reporting Frequency
Community feedback
sessions held
1 per year Annually
City notified of
community concerns
Within 10 business days of
receipt
As needed
4. REPORTING DELIVERABLES
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Report Due Date
Program & Engagement Report Within 30 days after end of each calendar year Annual Budget 60 days prior to the start of each fiscal year Maintenance/Repair Summary Within 30 days after end of each calendar year Public Usage & Participation Data Within 30 days after end of each calendar year
5. FLEXIBILITY CLAUSE
Pogo and the City acknowledge that unforeseen circumstances (e.g., extreme weather, health orders, emergency response deployment) may temporarily affect service delivery. In such cases, Pogo shall notify the City and propose reasonable modifications to metrics. The City shall not unreasonably withhold approval of such adjustments.
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EXHIBIT B – FACILITY RENTALS
This Exhibit outlines the policies and procedures governing rentals of Harbour Hall, Elm Playlot, Harbour-8 Park’s Commercial Kitchen, and any other City-owned Facilities operated by Pogo under this MOU.
1. RENTAL MANAGEMENT. Pogo shall have sole responsibility for managing all rentalrelated activities for the Facilities described herein. To avoid scheduling conflicts or duplicative efforts, the City shall not schedule or authorize use of any Facility without prior written coordination with, and acknowledgment by, Pogo. Rental management responsibilities shall include, but are not limited to:
a. Marketing and promotion of rental opportunities
b. Booking, scheduling, and confirming reservations
c. Collection and administration of rental fees and security deposits d. On-site staffing and event management and oversight
e. Facility inspections, pre-rental and post-rental reporting
2. PERMITTED USES. Permitted uses include, but are not limited to:
a. Private events, including but not limited to weddings, birthday parties, quinceañeras, baby showers, memorials, and other special occasions b. Community classes and programs (e.g., fitness, art, cooking) c. Public meetings, town halls, voting, and educational workshops d. Cultural or recreational programs (e.g., bingo night, movies night, etc.) e. Nonprofit fundraising events
f. Performing arts
g. Pop-up shops, art galleries, and temporary exhibitions h. Emergency preparedness training and response
3. PROHIBITED USES. Pogo reserves the right to deny any rental application inconsistent with community values, public safety, or the intended use of the Facilities The uses below are expressly prohibited:
a. Events involving illegal activity or controlled substances b. Political campaign events (unless permitted under equal access guidelines) c. Events exceeding occupancy or violate fire code or other safety regulations d. Any use that the City or Pogo reasonably determines poses a threat to the safety of participants, the integrity of the Facilities, or community trust
4. CITY USE OF FACILITIES. If the City desires to use any Facility for its own governmental or ceremonial purposes, the following shall apply:
a. The City shall provide Pogo with at least thirty (30) days’ written notice. b. The City shall either (a) furnish its own staff and cleaning crew, or (b) reimburse Pogo for staffing and related costs based on Pogo’s published rate schedule. c. City use shall not displace or interfere with previously confirmed community bookings unless mutually agreed upon in writing.
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5. RENTAL RATES.
a. Published Rental Rates. Pogo will set Facility rental rates for private individuals, groups, and corporations, which will be published annually and submitted to the City for review and approval. These fees may be adjusted as needed to reflect market conditions, community needs, or operational requirements. b. Discounts and Fee Waivers. Pogo and City shall jointly develop and maintain a published schedule of eligibility criteria for discounted rental rates (e.g., for Richmond residents) and full fee waivers (e.g., for mission-aligned community groups). The Parties shall review and update the schedule periodically to ensure alignment with community needs and equity goals.
6. OTHER RENTAL TERMS.
a. Security Deposits. All renters shall provide a refundable security deposit in an amount set by Pogo’s rental policy. Deposit may be withheld in the event of damage, excessive cleaning, or policy violations.
b. Cancellation & Refund Policy. Pogo shall publish a cancellation and refund policy outlining deadlines and refund amounts. In general, cancellations made at least 14 days in advance shall be eligible for a full refund.
c. Insurance Requirements. Pogo and City will determine appropriate insurance requirements for events.
d. Noise, Hours, and Conduct. All rentals must comply with City ordinances related to noise and hours of operation. Consistent with the City’s community center rental policies, events/music must end by 9:00 PM with breakdown/cleanup allowed until 10:00 PM, unless otherwise approved in writing. Renters are responsible for guest behavior and for returning the facility to its pre-use condition. e. Alcohol Use. Alcohol may be served or consumed at the Facility only with prior written approval from Pogo and in compliance with all applicable laws and regulations, including any temporary alcohol license or permit required from the California Department of Alcoholic Beverage Control (ABC) and provide a copy to Pogo at least five (5) business days prior to the event. All alcohol service must comply with ABC rules and be conducted by individuals legally authorized to serve alcohol. Pogo reserves the right to require security personnel and impose additional conditions, including but not limited to event insurance, for any event involving the service or consumption of alcohol.
f. Equipment and Furniture. Use of Pogo-owned equipment or FF&E may be included in the rental fee or subject to additional charges. No permanent alterations may be made to the facilities.
7. DISPUTE RESOLUTION. Any disputes regarding rental denials, fee waivers, or City scheduling shall be resolved in accordance with the Dispute Resolution provisions in the MOU (Section 14).
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EXHIBIT C – INSURANCE REQUIREMENTS
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001)
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.
6. Sexual Molestation Liability (SML coverage) or Sexual Abuse & Molestation Insurance (or SAM coverage) – A minimum of $1,000,000 or in an amount stipulated by City depending upon scope of contract.
7. Fidelity Bond/Crime Coverage –A minimum of $1,000,000 or in an amount stipulated by City depending upon scope of contract.
Required Coverage Minimum Limits
Workers’ Compensation and Employers’
Liability
Statutory limits as required by the State of California including $1,000,000 Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and Self-Insurance.
If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate).
Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the CONTRACTOR, its personnel, agents or subcontractors.
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
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Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Sexual Molestation Liability (SML
coverage) or Sexual Abuse &
Molestation Insurance (or SAM
coverage)
A minimum of $1,000,000 or in an amount stipulated by City depending upon the scope of the Contract.
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.
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.
Fidelity Bond/Crime Coverage
A minimum of $1,000,000 of in an amount stipulated by the City depending upon the scope of the Contract. (Usually based upon the amount of money the Contractor is handling that could be embezzled over a period of time.)
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability Coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61
When Excess and/or Umbrella insurance is provided, the policy shall be endorsed to name the City of Richmond as an additional insured.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and General Liability during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City.
At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
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CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed, emailed, or delivered to the Designated Project Manager for the City of Richmond.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place.
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.
Docusign Envelope ID: F76D2528-CD2B-4E27-8D80-C6CC10093DAB 457
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Docusign Envelope ID: F76D2528-CD2B-4E27-8D80-C6CC10093DAB 458