Richmond City Council
June 16, 2026

Printed 05/29/2026
PlanetBids
2145
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2146
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2147
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2148
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2149
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2150
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2151
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2152
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2153
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2154
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2155
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2156
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2157
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2158
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2159
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2160
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2161
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2162
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2163
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2164
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2165
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2166
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2167
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2168
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2169
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2170
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2171
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2172
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2173
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2174
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2175
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2176
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2177
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2178
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2179
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2180
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2181
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2182
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2183
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2184
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2185
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2186
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2187
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2188
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2189
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2190
City of Richmond
2025-26 GRADE 5 RAA LINE REPLACEMENT PROJECT, bidding on 04/13/2026 2:00 PM (PDT)

Printed 05/29/2026
PlanetBids
2191
TASK

AUTHORIZATION
Administration
Engineering
Construction
Wastewater
Other (specify below)
Total Authorized Amt.: $ 4,534,842.89
2025-26 Grade 5 RAA Line Replacement Project Date:

VWNA Project #:

April 24, 2026
RE.XXXX
Planning
Design X
Construction X Proposed by:

Chandrasekar Venkatraman, Veolia Water West Oper. Services Sanitary Sewer X
Storm Sewer Reviewed by:

Sanitary P.S. Authorized City Dept. Rep. (PO verification) Storm P.S.

Reviewed by:

City of Richmond, Finance Department
Approved by:

Tawfic N. Halaby, P.E.

City of Richmond, Deputy Director of Public Works
Approval Date:

Original Line Item Approved Cost: $ 3,892,569.00
Approved Markup 16.5% $ 642,273.89
The 2025-26 Grade 5 RAA Line Replacement Project - Phase I replaces 29 pipelines with an approximate combined length of 12,030 lineal feet, or just over 2 miles.

The pipe segments to be rehabilitated for this project are identified in Scope of Work Attachment A (see attached). The work will include replacement of deteriorated sewer pipe segments within the collection system using pipe bursting or open cut, including installing new manholes where indicated on Attachment A. For pipe replacement work, pipe bursting is the preferred method followed by open cut. The Contractor shall conduct a pre-CCTV to locate and reinstate laterals. A complete NASSCO graded post-construction CCTV survey of the entire line segment (manhole to manhole) shall be completed upon completion of the work and provided to Veolia and the support engineers.

This project was competitively bid to be performed on a "design-build" basis, and the Contractor is responsible for engaging the services of an engineering firm to issue design drawings for lines with utility conflicts and other constructability issues and also issue the final as-built drawings. Hence, per the City's direction, no engineered drawings were provided for this pipe replacement project. Not to exceed fees are included for compaction testing services, engineering support services and community outreach support in this proposal. All services provided for design support are by V. W. Housen & Associates, community outreach by J Majors and Associates and compaction testing services by Questa Engineering; they shall be tracked by Veolia and billed to the City with associated markups. All unused funds and associated Veolia markup shall return to the City.

On March 2, 2026 the City posted the Request for Bids on Bids Online, and Veolia conducted two mandatory pre-bid meetings on 3/11/2026 and 3/26/2026 with 12 participants in total. On April 13, 2026, five (5) bids were received from qualified contractors; the apparent low bid received was from Glosage Engineering Inc. in the amount of $3,653,769.00. Veolia evaluated all of the bids and found Glosage's bid to be responsive and complete and we recommend awarding the contract to Glosage ENgineering, who is the low bidder. Their bid is attached.

The total authorization amount of this TA is $4,534,843, which includes Veolia's 16.5% markup as well as NTE estimated design, testing and public outreach amounts for V.W. Housen & Associates, Questa Engineering, and Jacqueline Majors Associates, respectively.

Veolia Markup
Proposal Cost SUBTOTAL 16.50% TOTAL
3,653,769 3,653,769.00 602,871.89 $ 4,256,640.89
V.W. Housen & Associates 90,300 90,300.00 14,899.50 $ 105,199.50 Questa Engineering 88,500 88,500.00 14,602.50 $ 103,102.50 Jacqueline Majors Assoc. 60,000 60,000.00 9,900.00 $ 69,900.00 TOTAL 3,892,569 3,892,569.00 642,273.89 $ 4,534,842.89
Bids
Bid Analysis
Proposal Copies
Glosage Engineering, Inc.

Activity Classification
(Check applicable)
Scope of Services
( )
( )
( ) ( ) ( ) ( )
( ) ( ) ( ) ( )
( ) ( ) ( ) ( )
( ) ( ) ( ) ( )
( ) ( ) ( ) ( )
( )
Attachments
2192
2193
2194
2195
2196
2197
2198
2199
2200
2201
2202
2203
2204
2205
2206
2207
2208
2209
2210
2211
2212
2213
2214
2215
2216
2217
2218
2219
2220
2221
2222
2223
2224
2225
2226
2227
2228
2229
2230
2231
2232
2233
2234
2235
2236
2237
2238
2239
2240
2241
2242
2243
2244
2245
2246
2247
2248
2249
2250
24 Apr 2026
2025-26 Grade 5 RAA Line Replacement Project
Contractor Bid Amount Proposal Form List of Subs Bid Bond Supplemental Bid Form
Non-Collusion
Affidavit Safety Plan Sample Insurance
EMR &
License
Information
Responsive
Bid
Glosage Engineering Inc $3,653,769
Cratus Inc $4,064,000
APB General Engineering $4,650,000
W.R. Forde Associates, Inc $4,858,337
JDB & Sons Construction, Inc $6,994,250
Vendor Experience Customization Quality Customer
Service Safety Reputation Local Score
Glosage Engineering Inc Y #DIV/0!
Cratus Inc N #DIV/0!
APB General Engineering #DIV/0!
W.R. Forde Associates, Inc
JDB & Sons Construction, Inc
Contractor Veolia Comments
Glosage Engineering Inc
Cratus Inc
APB General Engineering
W.R. Forde Associates, Inc
JDB & Sons Construction, Inc
2251
1777 N. California Blvd. Ste. 200 Walnut Creek, CA 94596 (925) 553-3142 www.housenassociates.com April 15, 2026
Rodrigo Vignau
Veolia Water
601 Canal Blvd.

Richmond, CA 94804
Subject: Scope of Work and Fee for Engineering Services During Construction for the City of Richmond 2025-26 RAA Line Replacement Project
Dear Mr. Vignau:

As requested, attached is our scope and fee for providing engineering services during the construction phase for the 2025-26 RAA Line Replacement Project. This project replaces 29 pipes with a combined length of 12,030 feet located throughout the service area and 21 associated manholes.

The selected contractor will be required to complete pre- and post-construction closed-circuit television (“CCTV”) inspection of the line and to conduct all field investigations and 30 percent designs for each line repair or replacement.

The contract period ends on December 31, 2026 (approximately 36 weeks).

V. W. Housen & Associates (“VWHA”) will provide the following engineering services during the construction phase.
• Project Management
• Attend virtual weekly project meetings
• Review pre- and post-construction videos and provide comments in spreadsheet format • Review Contractor calculations, designs, and respond to questions during construction • Review and respond to submittals
• Review as-built documentation to be provided by the contractor.

We will provide the above services for a not-to-exceed cost of $90,300, as shown on Table 1. This estimate is approximately 2.5% of lowest bid received.

Thank you for selecting us for this project. We look forward to working with you and the City.

Please let me know if you have questions or would like additional information.

Sincerely,
V. W. Housen & Associates
Vivian Housen, P.E.

Principal
2252
Proposal for 2025-26 RAA Line Replacement Project
Engineering Services during Construction Phase
April 15, 2026

Table 1. Proposed Staff, Hours, and Cost
2253
2254
2255
2256
2257
TABLE 1. COST ESTIMATE
Personnel N. Hantzsche, PE W. Hopkins, CEG M.Feliciano, EIT G. Sybers Questa Staff Title Managing Engineer Project Manager Field Engineer/Sr.

Contruction Inspector
Staff Env. Scientist/
Construction Inspector
Field Technician
Hourly Rate $240 $210 $150 $125 $100
Task 1. Project Management, Data
review, QA/QC
0 24 4 0 0
Task 2. Field Density Testing/Trench
Backfill Compaction Testing
0 4 100 100 24
Task 3. Hot Mix Asphalt Concrete
Testing/Concrete testing
0 8 40 40 24
Task 4. Meetings, as requred 0 16 4 0 0
Task 5. Field Daily Reports, Progress
Reports, Final Report
2 24 32 32 0
TOTAL HOURS 2 76 180 172 48
TOTAL COST/PERSON $480 $15,960 $27,000 $21,500 $4,800
Total Labor
EXPENSES:

Field Test Equipment (Nuclear
Gauge)
$4,000
Laboratory Soils Testing $4,000
Concrete Strength Testing $7,600
Reproduction $110
Communication $50
Vehicle/Mileage $2,500
Miscellaneous $500
TOTAL EXPENSES $18,760
COST ESTIMATE $88,500
ref: 2600042_costestimate
$69,740
Questa Engineering Corporation - Inspection Services During Construction Grade 5 RAA Line Replacement Project 2025-2026
2258
2259
2260
Cost Proposal
2025–2026 RAA Project
To: Veolia
Attention:Rodrigo Vignau, Director of Capital Program Management, West J Majors & Associates (JMA) is pleased to submit this cost proposal to provide community outreach services in support of the 2025-2026 RAA Project.

Scope of Services
JMA will perform the following tasks:
• Door-to-door notifications: Conduct outreach to residents and businesses. • Weekly project meeting updates: Attend and provide community relations input at weekly project meetings. • Administrative support: Provide administrative and documentation support as needed for project communications.
• Neighborhood council updates: Deliver project updates to the neighboring council. • On-call as needed basis.

Rate
• Hourly Rate: $260/hour
• Not-to-Exceed Amount: $60,000
Thank you for the opportunity to support this important project. We look forward to working with Veolia and the project team.

Sincerely,
Jacqueline Majors
J Majors & Associates
925-949-6196
[email protected]
2261
Reso. No.

RESOLUTION NO. ____

A RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA,

AUTHORIZING THE ISSUANCE OF A TASK AUTHORIZATION TO VEOLIA FOR THE FISCAL YEAR 2025-26 GRADE 5 RISK ASSESSMENT ANALYSIS (RAA) PROJECT TO REPAIR AND/OR REHABILITATE TWO (2) MILES OF PIPES IN THE SANITARY SEWER

COLLECTION SYSTEM AS REQUIRED IN THE BAYKEEPER SETTLEMENT AGREEMENT FOR AN AMOUNT NOT TO EXCEED $5,441,812.

WHEREAS, the City of Richmond entered into a settlement agreement with San Francisco Baykeeper in 2018 due to the fact that the City experiences significant sanitary sewer overflows during wet rainy weather due to the condition of the City’s sanitary sewer collection system; and
WHEREAS, the City of Richmond agreed within the settlement agreement with San Francisco Baykeeper to make improvements to the City’s sewer collection system by rehabilitating or repairing at least two (2) miles of Grade 5 pipes annually; and WHEREAS, these Grade 5 pipes have been identified through closed-circuit television (CCTV) inspection; and
WHEREAS, these Grade 5 pipes have been assigned a “Risk Assessment” based on the probability of failure by a licensed engineer; and
WHEREAS, the City of Richmond and Veolia collectively compiled a list of these Grade 5 pipes; and
WHEREAS, on March 2, 2026, a request for bids was posted to BidsOnLine; and WHEREAS, on April 13, 2026, five (5) bids were received from (in alphabetical order):

APB General Engineering, Cratus, Inc., Glosage Engineering, Inc., JDB & Sons Construction, Inc., and W.R. Forde and Associates; and
WHEREAS, City staff and Veolia staff reviewed the bids and determined that Glosage Engineering, Inc. was the lowest responsive bid; and
WHEREAS, the Grade 5 Sewer Replacement project involves older pipelines which often present unforeseen challenges once uncovered, including unexpected deterioration and uncharted underground utilities, necessitating a higher contingency to address these potential issues; and
WHEREAS, to ensure the project can be completed without significant delays or additional funding requests, a 20% contingency is deemed necessary and appropriate for this project, reflecting the complexity and risks associated with managing and replacing older infrastructure; and
WHEREAS, the project also calls for compaction testing and engineering services during construction; and
WHEREAS, V.W. Housen & Associates and Questa Engineering submitted acceptable proposals to Veolia for engineering services during construction and compaction testing, for amounts not to exceed $90,300 and $88,500 respectively; and WHEREAS, J Majors & Associates, was selected to provide public outreach services throughout the duration of the project, for amount not to exceed $60,000; and WHEREAS, the FY 25/26 Grade 5 Sewer Line Replacement/Rehabilitation Project total estimated cost of this project, if awarded to the low bidder, is as follows:

Glosage Engineering, Inc. $3,653,769
V.W. Housen & Associates $90,300
2262
Reso. No.

Questa Engineering $88,500
J Majors & Associates $60,000
Subtotal $3,892,569
Veolia Markup (16.5%) $642,274
Total Construction Cost $4,534,843
Contingency (with Veolia Markup) $906,969
Total Project Cost $5,441,812
WHEREAS, the Water Resource Recovery Division will issue a Task Authorization to Veolia and Veolia will manage the subcontracts with: Glosage Engineering, Inc., V.W. Housen & Associates (engineering during construction), Questa Engineering (testing) and J Majors & Associates (public outreach); and
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond hereby authorizes the Water Resource Recovery Division to issue a project Task Authorization to Veolia for the FY 2025/26 Grade 5 Pipeline Replacement/Rehabilitation Project in an amount not to exceed $5,441,812, including a 20 % contingency, for Veolia to subcontract with Glosage Engineering, Inc., V.W. Housen & Associates (engineering during construction), Questa Engineering (testing) and J Majors & Associates (public outreach) to deliver the project. 2263
Reso. No.

******************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held on June 16, 2026, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on June 16, 2026.

Pamela Christian, Clerk of the City of Richmond
2264

June 16, 2026
Public Works
DATE: June 16, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, Director of Public Works
Darin Fitzpatrick, Assistant Deputy Director of Public
Works, Operations & Maintenance
Subject: Purchase Eight Fleet Vehicles for the Port, Parks, and Abatement Operations from Dublin Chevrolet
FINANCIAL IMPACT: The proposed expenditure of $700,000 will be charged to Port Operations and Parks and Abatement Operations’
existing, approved fleet budgets, as applicable (Account Strings: 4001-40161080-400571;
50336031-400705-2GI01; 01233631-400705-2GI01).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The City’s ability to deliver operational services, parks maintenance activities, litter abatement services, illegal dumping response, and waterfront operational support
depends on a reliable fleet; however, several vehicles
assigned to Port, Parks, and Abatement operations have
exceeded their service life and are experiencing
increasing maintenance costs, reliability issues, and
operational downtime. Extended manufacturer lead times
and market constraints limit the feasibility of traditional factory-order procurement, and City staff has identified immediately available vehicles through an existing
competitively solicited cooperative contract, allowing for timely, cost-effective, and legally compliant replacement of aging units.

AGENDA
REPORT
2265

June 16, 2026
RECOMMENDED ACTION: ADOPT a resolution to APPROVE the purchase of eight (8) fleet vehicles from California Automotive Retailing Group, Inc. DBA Dublin Chevrolet, utilizing Alameda
County Master Contract No. 901979, in a not-to-exceed
amount of $700,000, for use by Port, Parks, and
Abatement operations – Public Works Department
(Daniel Chavarria 510-620-5478/Darin Fitzpatrick 510-
231-3044).

DISCUSSION:

Following an evaluation of procurement options, City staff determined that leveraging Alameda County Master Contract No. 901979 represents the most advantageous method for acquiring the required fleet vehicles (Attachment 1). The County of Alameda conducted a formal competitive solicitation for vehicle purchases and awarded the master contract to California Automotive Retailing Group, Inc. DBA Dublin Chevrolet.

The contract has since been amended and extended, remains active, and expressly allows use by other public agencies.

The City proposes to procure the vehicles through piggyback procurement, pursuant to Richmond Municipal Code Section 2.52.320. Richmond Municipal Code Section

2.52.320 authorizes the City to acquire goods and services through cooperative purchasing agreements and contracts competitively awarded by other public agencies when such procurement is determined to be in the City's best interest and the originating agency's procurement process is substantially equivalent to the City's competitive requirements (Attachment 2). City staff independently reviewed the originating solicitation, contract scope, pricing methodology, and contract status and:
 Confirmed that the Alameda County contract was competitively solicited in accordance with public procurement standards;
 Verified that the vehicle types, specifications, and pricing structure are suitable for the City's intended use;
 Determined that the contract remains in good standing and within its authorized term and dollar limits; and
 Concluded that utilizing the existing contract is in the City's best interest and will result in substantial time and cost savings compared to conducting a separate competitive solicitation.

This approach avoids duplicative bidding, reduces administrative burden, and allows the City to respond immediately to critical fleet replacement needs.

Market Outreach and Dealership Engagement
Prior to recommending use of Alameda County Master Contract No. 901979, staff conducted outreach to authorized Chevrolet dealerships throughout Alameda County and the Bay Area to evaluate vehicle availability, pricing, and delivery timelines for the fleet vehicles required by Port, Parks, and Abatement operations. 2266

June 16, 2026
Dealership responses consistently indicated limited inventory meeting the City's specifications, extended lead times for factory orders, and pricing subject to market fluctuations and availability. In contrast, California Automotive Retailing Group, Inc. DBA Dublin Chevrolet was able to provide immediate or near-term vehicle availability through a competitively solicited public agency master contract with transparent, verifiable pricing.

Based on this evaluation, staff determined that piggyback procurement under Alameda County Master Contract No. 901979 represents the most timely, cost-effective, and operationally responsible procurement method while remaining fully compliant with Richmond Municipal Code Section 2.52.320.

Vehicle Availability
A key advantage of this procurement is that the proposed vehicles are already built and available, or available for delivery within a short timeframe. Immediate availability allows the City to replace failing units without delay, reduce maintenance expenditures on highmileage vehicles, and avoid service disruptions associated with extended procurement timelines.

Proposed Purchases
Approval is requested for the purchase of eight (8) replacement and operational support vehicles for the Public Works Department, consisting of one (1) vehicle for Port Operations and seven (7) vehicles for Parks and Abatement Operations.

Division Vehicle Description Qty. Operational Purpose Estimated Cost Port
Operations
2026 Chevrolet
Colorado
1 Supports inspections, maintenance
coordination, operational oversight,
and daily activities associated with
City-owned marine terminals and
waterfront infrastructure.
$36,382.90
Parks and
Abatement
Operations
2026 Chevrolet
Silverado 3500
Landscape Dump
Truck
7 Supports parks maintenance, litter
abatement, illegal dumping response,
vegetation management, hauling
operations, encampment remediation
support, and right-of-way
maintenance activities throughout the
City.
$630,672.84
Total 8 $667,055.74
Dealer-provided pricing is fully transparent and includes vehicle costs, upfit costs, sales tax, registration, licensing, and delivery fees. Dealer-confirmed pricing totals approximately $667,055.74, with no escalation clauses, speculative pricing assumptions, or future cost adjustments (Attachment 3).

The requested not-to-exceed amount of $700,000.00 includes a limited contingency to account for minor administrative variances, registration timing, and final delivery adjustments while remaining fiscally conservative. City staff have determined that the proposed pricing is fair, reasonable, and cost-effective given current market conditions and the immediate availability of vehicles.
2267

June 16, 2026
Operational Impact
Replacing aging fleet units will restore reliability, improve operational readiness, and reduce the operational risk associated with vehicle failures during field operations, maintenance activities, and operational response work. New vehicles will reduce downtime, lower maintenance costs, and support continuity of essential operational services.

Fleet standardization and warranty coverage will also improve maintenance planning and reduce long-term operating costs.

Based on the operational need to replace aging fleet assets, the immediate availability of the proposed vehicles, and the cost-effective pricing available through a competitively solicited public agency contract, City staff recommend that the City Council adopt a resolution approving the purchase of eight (8) fleet vehicles from California Automotive Retailing Group, Inc., DBA Dublin Chevrolet, utilizing Alameda County Master Contract No. 901979, in an amount not to exceed $700,000, for use by Port Operations and Parks and Abatement Operations (Attachment 4).

Steps Following Approval
If approved, staff will initiate a purchase order with Dublin Chevrolet and coordinate the scheduling, delivery, and commissioning of the replacement fleet units. Vehicles being retired will be prepared for disposition and sold at public auction, with proceeds returned to the City’s General Fund.

DOCUMENTS ATTACHED:

Attachment 1 - Alameda County Master Contract No. 901979 and Amendments Attachment 2 - Piggyback Approval Documentation – Alameda County Contract No. 901979
Attachment 3 - Vehicle Quotes
Attachment 4 - Resolution – Fleet Vehicle Purchase Approval 2268
2269
2270
2271
2272
2273
2274
2275
2276
2277
2278
2279
2280
2281
2282
2283
2284
2285
2286
2287
2288
2289
2290
2291
2292
2293
2294
2295
2296
2297
2298
2299
2300
2301
2302
2303
2304
2305
2306
2307
2308
2309
2310
2311
2312
5/20/26 Emily Combs
2313

DUBLIN AUTOMOTIVE GROUP
Chevrolet GMC Business Elite Department
GM Fleet & Commercial Sales
Invoice: Date: 05/04/2026
Prepared For:

City of Richmond
Attn: Darin Fitzpatrick
Vehicle:
2026 Chevrolet Colorado
Fleet Order Based on Alameda County Master Contract No. 901979 Pricing:

MSRP Estimate: $34.495
Fleet Price: $32.979.60
Body: 0
Delivery Fee (Non-Taxable): $300.00
Subtotal: $33.279.60
Tax (9.75%): $3272.55
Fees: $130.75 (Filing $37.00, Tire $8.75, (Non Tax) 85 Doc Fee (License Exempt) TOTAL: $36.382.90
Notes:

Payment: Make payment to Dublin Chevrolet
Contact: Carlos Prado Fleet & Commercial Manager Cell: 213-271-6461 Email:
[email protected]
2314
Contact:

DUBLIN AUTOMOTIVE GROUP
Chevrolet GMC Business Elite Department
GM Fleet & Commercial Sales
PRICE QUOTE | Date: April 22, 2026
Prepared For:

City of Richmond
Attn: Darin Fitzpatrick
Vehicle:
2026 Chevrolet Silverado 3500 with Knapheide Landscaper Dump Fleet Order Based on Alameda County Master Contract No. 901979 Pricing:

MSRP Estimate: $49,833.00
Fleet Price: $45,765.00
Landscaper Dump: $35.927.10 (With Lights)
Delivery Fee (Non-Taxable): $300.00
Subtotal: $81.992.10
Tax (9.75%): $7973.27
Fees: $130.75 (Filing $37.00, Tire $8.75(Non Tax), (License Exempt) TOTAL: $90.096.12
Bid Assistance: ($2,000.00)
Quote by: Carlos Prado
Cell:213-271-6461
Email [email protected]
2315
Reso. No. _____

RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND,

CALIFORNIA, APPROVING A PURCHASE OF FLEET VEHICLES FOR PORT,

PARKS, AND ABATEMENT OPERATIONS FROM CALIFORNIA AUTOMOTIVE RETAILING GROUP, INC. DBA DUBLIN CHEVROLET, IN AN AMOUNT NOTTO-EXCEED $700,000.00, WHEREAS, the City of Richmond relies on a safe, reliable, and operational fleet to support waterfront operations, parks maintenance services, litter abatement, illegal dumping response, and operational field activities; and
WHEREAS, a number of vehicles currently assigned to Port, Parks, and Abatement operations have exceeded their recommended service life and are experiencing increased maintenance costs, reliability issues, and operational downtime; and WHEREAS, the County of Alameda conducted a competitive procurement process and awarded Master Contract No. 901979 for the purchase of fleet vehicles and related services to California Automotive Retailing Group, Inc. DBA Dublin Chevrolet, which contract remains active and available for use by other public agencies; and WHEREAS, the City desires to replace aging and unreliable fleet vehicles in a timely and cost-effective manner while avoiding extended manufacturer lead times and escalating costs associated with traditional factory-order procurement; and WHEREAS, the proposed purchase is intended to be made through piggyback procurement, pursuant to Richmond Municipal Code Section 2.52.320, utilizing Alameda County Master Contract No. 901979, a contract competitively solicited and awarded by a public agency; and WHEREAS, in accordance with Richmond Municipal Code Section 2.52.320, staff independently reviewed the Alameda County solicitation and resulting contract and determined that:
(a) the originating contract was competitively solicited by a public agency; (b) the scope, specifications, and pricing of the contract are suitable for the City’s intended use; (c) the contract remains active and in good standing; and (d) utilizing the existing contract is in the City’s best interest and provides cost savings and administrative efficiency compared to conducting a separate solicitation; and WHEREAS, prior to recommending piggyback procurement, City staff conducted outreach to authorized Chevrolet dealerships within Alameda County and surrounding Bay Area counties to assess vehicle availability, pricing, and delivery timelines, and determined that alternative dealerships were unable to meet the City’s operational requirements due to limited inventory, extended manufacturer lead times, and higher or non-guaranteed pricing outside of cooperative procurement structures; and
WHEREAS, the proposed purchase includes a total of eight (8) fleet vehicles for use by Port, Parks, and Abatement operations, with dealer-confirmed pricing that includes applicable taxes and licensing fees; and
WHEREAS, the total cost of the proposed purchase shall not exceed $700,000.00 and is funded through existing, approved fleet budgets for Port, Parks, and Abatement operations; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond , California, that the Council hereby approves a purchase of fleet vehicles from California Automotive Retailing Group, Inc. DBA Dublin Chevrolet for Port, Parks, and Abatement operations, in an amount not-to-exceed $700,000.00, pursuant to Richmond Municipal Code Section 2.52.320 (Piggyback Procurement) and Alameda County Master Contract No. 901979. 2316
Reso. No. _____

******************
***THE CLERK’S OFFICE WILL COMPLETE THE INFORMATION BELOW**** I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held on Mmmm dd, yyyy, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on Mmmm dd, yyyy.
_______________________________________
Pamela Christian, Clerk of the City of Richmond
2317

Public Works
DATE: May 26, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works/City Engineer
Hillal Hamdan, PE, Senior Civil Engineer
Subject: Freeway Maintenance Agreement Amendment with
California Department of Transportation at the
intersection of Central Ave and I-80 (“Caltrans”).

FINANCIAL IMPACT: Funding for maintenance responsibilities associated with the amended Freeway Maintenance Agreement is
included within the approved Fiscal Year 2025-2026
Public Works budget. No additional appropriation is
required, and there is no impact to the General Fund. Any costs arising from this agreement will be funded through existing resources (Account String:
10234431-400645-01A05).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

City Council is being asked to approve an amendment to
the Freeway Maintenance Agreement with the California
Department of Transportation (Caltrans) to update and
clarify maintenance responsibilities associated with new bicycle, pedestrian, and undercrossing improvements at
the Central Avenue and I-80 interchange.

AGENDA
REPORT
2318

RECOMMENDED ACTION: ADOPT a resolution to APPROVE an amendment to the Freeway Maintenance Agreement with the California
Department of Transportation (Caltrans) to update
maintenance responsibilities associated with new bicycle and pedestrian improvements at the Central Avenue and
Interstate-80 interchange and AUTHORIZE the City
Manager, or their designee, to execute the agreement –
Public Works Department (Hillal Hamdan 510-621-
1612/Daniel Chavarria 510-620-5478).

DISCUSSION:

The City of Richmond and Caltrans share jurisdictional responsibility for the maintenance of public facilities located at intersection of Central Ave and Highway I-80 (HWY I-80) (Attachment 1). Maintenance responsibilities between the two parties are detailed in the Freeway Maintenance Agreement (FMA) (Attachment 2). Caltrans recently received a grant to implement bicycle and pedestrian safety improvements and connectivity along Central Avenue from the east side of HWY I-80 to the west side of HWY I-80, where facilities connecting to the Bay Trail have already been installed. The proposed improvements include a segment along Central Avenue underneath the elevated HWY I-80 deck. After construction is completed, the improvements will be handed over to the City of Richmond for maintenance in accordance with standard practice. To formalize the changes in maintenance responsibilities resulting from the construction of this bicycle and pedestrian safety project, the City and Caltrans must amend the existing FMA to address new bicycle and pedestrian infrastructure that will be maintained by the City.

Shared‑ maintenance agreements of this nature are standard throughout California and are intended to ensure consistency, fairness, and equitable distribution of maintenance obligations between agencies. This framework establishes clear responsibilities for infrastructure elements such as traffic signals, lighting systems, sidewalks, pavement striping, and other facilities that serve both State and local roadway users.

The proposed amended FMA consolidates the maintenance responsibilities for the City and Caltrans. The amendment clarifies the facilities covered under the agreement, including bicycle infrastructure, and reflects the proposed new public infrastructure for undercrossing, pedestrian, and bike improvements that are part of the City street intersection at Central Avenue and State Highway Route 80 Project as depicted in Exhibit A-1 of the amended FMA (Attachment 3). Exhibit A-1 supersedes Exhibit A from the original FMA and replaces all prior representations of the intersection of Central Ave and I-80 interchange.

By adopting the resolution, the City Council authorizes the City Manager to execute the amended FMA, thereby formalizing the City’s maintenance obligations. This action aligns with the Council’s original 1960 directive to maintain the right of way within the City’s jurisdiction and ensures that the City continues to contribute its fair share toward 2319

the maintenance of roadway infrastructure at the State Highway intersections represented in Exhibit A-1.

City staff recommend that the City Council adopt the resolution to approve the amended agreement and authorize the City Manager to execute the amended FMA with Caltrans (Attachment 4).

DOCUMENTS ATTACHED:

Attachment 1 – Location Map
Attachment 2 – Existing Freeway Maintenance Agreement
Attachment 3 – Freeway Maintenance Agreement Amendment
Attachment 4 – Resolution
2320

PROJECT LOCATION
2321
2322
2323
2324
2325
2326
2327
AMENDMENT No.1 04-CC-80-PM 0.0/1.3

AMENDMENT No. 1

TO FREEWAY MAINTENANCE AGREEMENT OF

STATE HIGHWAYS IN THE CITY OF RICHMOND
This AMENDMENT Number 1 to the Freeway Maintenance Agreement, hereafter referred to as “AMENDMENT No. 1”, is effective on __________________________, and is entered into by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as “STATE”, and the City of Richmond, hereinafter referred to as “CITY”. CITY and STATE together are hereafter referred to as “PARTIES”.

WITNESSETH:

A. WHEREAS, a Freeway Maintenance Agreement of State Highway in the City of Richmond, hereinafter referred to as “AGREEMENT”, was executed by CITY and STATE on February 8, 1961; and
B. WHEREAS, AGREEMENT by its terms provides that it may be modified or amended at any time upon mutual consent of the PARTIES; and
C. WHEREAS, Encroachment Permit Number 0424-XXX-XXXX was executed between CITY and STATE to construct improvements to State Route (SR) 80/Central Ave. interchange for undercrossing, pedestrian, and bike improvements, hereinafter referred to as “PROJECT”, and
D. WHEREAS a specific location on any State highway is described by its postmile ("PM"), and
E. WHEREAS, the PARTIES mutually desire to identify the maintenance responsibilities of CITY for newly constructed and/or revised improvements within STATE's right of way by Encroachment Permit; and
F. WHEREAS, the PARTIES hereto now desire to amend AGREEMENT as provided herein. 2328
AMENDMENT No.1 04-CC-80-PM 0.0/1.3

NOW, THEREFORE, the PARTIES agree to amend AGREEMENT as follows:

1. Exhibit A is hereby amended to include the CITY street intersection at Central Avenue and STATE Highway Route 80 (PM 0.2), referred to as "LOCATION 1," as depicted in Exhibit A-1. Exhibit A-1 shall supersede and replace the relevant portions of Exhibit A that previously depicted the intersection of Central Avenue with STATE Highway Route 80 (PM 0.2).

2. AGREEMENT is hereby modified to read as shown on the attached Exhibit A-1 which shall be added to the end of Exhibit A, becoming a part of AGREEMENT for all purposes.

3. A new Article 6 is hereby added and made a part of AGREEMENT to read as follows:
“6. BICYCLE PATHS, LANES, AND CYCLE TRACKS constructed as permitted encroachments within STATE’s right of way, CITY is solely responsible for all permitted improvements, including but not limited to the delineation, drainage facilities, slope and structural adequacy. CITY will maintain, at CITY expense, a safe facility for bicycle travel along the entire length of the path/lane/cycle track by providing sweeping and debris removal when necessary; and all signing and striping, and pavement markings required for the direction and operation of that non-motorized facility. "

4. In all other respects, AGREEMENT remains unchanged and in full force and effect.

5. The changes to the AGREEMENT made by this AMENDMENT No.1 are hereby included in and made a part of the AGREEMENT and shall remain in full force and effect unless amended or terminated at any time upon mutual consent of PARTIES. 2329
AMENDMENT No.1 04-CC-80-PM 0.0/1.3

TEPARTIES are empowered by Streets and Highways Code section 114 and 130 to enter into this Amendment and have delegated to the undersigned the authority to execute this Amendment on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Amendment.

IN WITNESS WHEREOF, PARTIES hereto have set their hands and seals the day and year first above written.

CITY OF RICHMOND STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
Initiated and Approved
By:

City Manager By: _______________________

LEAH BUDU,
Deputy District Director
Maintenance Division, District 04
ATTEST:

By: ____
City Clerk
APPROVED AS TO FORM AND PROCEDURE:

By: ____
City Attorney
2330
TS
TS
TS
TS
TS
UV
UV
UV
UV
UB
UV
UB
UV
UV
UB
UV
UV
VC
VC
VC
UV
TS
VC
VC
VC
ROUTE
80 ASPH
ASPH
ASPH
ASPH

CENTRAL AVENUE
SAN

JOAQUIN
STREET
2 3
4 5
2 3
4 2
5 9
1 2
7 8
20+00
CE
LINE
5 CAE LINE
3 (CL-I)& SIDEWALK
2-WAY BIKE LANE

CAE LINE

CAE LINE
New CR
New CR
New CR
New CR
Rebuild CR
Rebuild CR
with New Passageway
Rebuild Island
with New Passageway
Rebuild Island
10'
7'
10'
10'
Transitional Area
Bike to Pedestrian
Existing CR
9 '
12'
11'
11'
12'
12'

CENTRAL AVENUE
EB
WB
R/W
New CR
R/W
R/W
R/W
R/W
7 '
1 0
'
(CL-I)& SIDEWALK
1-WAY BIKE LANE
10'
10'
10'
10'

JACUZZI
STREET

ON-RAMP
ROUTE
80 OFF
-RAMP

ON-RAMP
OFF
-RAMP
1 6
'
8 '
1 4
'
15'
10'
10'
10'
10'
1 4
'
x
x
x
x
x
Dist COUNTY ROUTE

POST MILES

TOTAL PROJECT
SHEET
No.

TOTAL
SHEETS

LAST REVISION

STATE OF CALIFORNIA - DEPARTMENT OF TRANSPORTATION
No.

Exp.

CIVIL
R
E
G
IS
TERED

PROFESSIONAL
ENG
IN
E
E
R

STATE OF CALIFORNIA

REGISTERED CIVIL ENGINEER
DATE PLOTTED =>TIME PLOTTED =>
31-MAY-2024
09:32
CALCULATEDDESIGNED BY

CHECKED BY

REVISED BY

DATE REVISED

PLANS APPROVAL DATE
DATE

FUNCTIONAL SUPERVISOR
R
COPIES OF THIS PLAN SHEET.

THE ACCURACY OR COMPLETENESS OF SCANNED

OR AGENTS SHALL NOT BE RESPONSIBLE FOR

THE STATE OF CALIFORNIA OR ITS OFFICERS
R
07-28-23
USERNAME =>
DGN FILE => 2W660-Layout - KT-3-19-24_dsdd - Version 2_5-31-24.dgn

RELATIVE BORDER SCALE

IS IN INCHES
0 1 2 3
BORDER LAST REVISED 7/2/2010 UNIT 0743 PROJECT NUMBER & PHASE DESIGN GEORGE ACQUAYE ANDREW PHAN

DESIGN LAYOUT

PRELIMINARY CONCEPTUAL
L-1

NO SCALE
0414000004
04 CC 004 0.23/0.23
10'
9'
(TOTAL 5 EACH)

CROSSWALK
(TOTAL 2 EACH)

CROSSWALK
To Be Protected In Place
Exist OH Sign Structure
7 '
7 '
LEGEND
STATE RIGHT OF WAY AREA MAINTAINED BY CITY.

LOCATION 1
EXHIBIT A-1
SHEET 1 OF 1
PAVEMENT MAINTAINED BY CITY.
2331
Reso. No.

RESOLUTION NO. ____-26

RESOLUTION TO AMEND THE FREEWAY MAINTENANCE AGREEMENT (FMA) WITH

THE CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) AT THE INTERSECTION OF CENTRAL AVE AND I-80 INTERCHANGE
WHEREAS, the City of Richmond ("City") and the California Department of Transportation ("Caltrans") are parties to a Freeway Maintenance Agreement ("FMA") establishing maintenance responsibilities for facilities located at the intersection of City streets and State highway facilities; and
WHEREAS, the City is implementing improvements at the Central Avenue and Interstate 80 interchange, including undercrossing, pedestrian, and bicycle improvements; and WHEREAS, the proposed amendment to the FMA updates maintenance responsibilities to reflect the construction of these improvements and the resulting changes to the facilities located within the interchange area; and
WHEREAS, the amendment adds provisions identifying the City as solely responsible for the operation, maintenance, repair, and replacement of bicycle paths, bicycle lanes, and cycle tracks located within the project area; and
WHEREAS, the City Council finds that approving the FMA amendment is necessary to clearly establish maintenance responsibilities between the City and Caltrans and to facilitate completion of the Central Avenue and Interstate 80 interchange improvements.

WHEREAS,
THEREFORE, BE IT RESOLVED:

Section 1. The City Council finds the above recitals are true and correct and have served, together with the Agenda Report, as the basis for the findings and actions set forth in this resolution.

Section 2. The City Council hereby approves the amendment to the Freeway Maintenance Agreement with Caltrans for the Central Avenue/Interstate 80 interchange.

Section 3. The City Council hereby authorizes the City Manager, or their designee, to c FMA amendment with Caltrans, thereby establishing maintenance responsibilities for shared roadway facilities within the City of Richmond.

Section 4. The City Clerk is designated as the custodian of the documents and materials that constitute the record of proceedings upon which this decision is based. These records are maintained at the Office of the City Clerk, Richmond City Hall, 450 Civic Center Plaza, Richmond, CA 94804.

Section 5. This Resolution shall become effective immediately upon its passage. ******************
2332
Reso. No.

I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held on June 16, 2026, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
2333

Public Works
DATE: June 16, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works/City Engineer
Hillal Hamdan, PE, Senior Civil Engineer
Subject: Roadway Modification at Glenn Avenue and McBryde Avenue for the McBryde Avenue Safe Routes to Park
Project
FINANCIAL IMPACT: This work will be implemented as part of the McBryde Avenue Safe Routes to Park Project, which is funded
through the One Bay Area Grant Program (OBAG3). The
costs associated with the proposed roadway
modifications are included within the approved Fiscal
Year 2025-2026 Public Works Department budget
(Account Strings: 15436431-400733-23039,
20136031-400733-23039). This action does not require a
new appropriation and represents a one-time capital
improvement expenditure associated with the Project.

Any future maintenance obligations related to
landscaping or other improvements will be addressed
through interagency coordination and future maintenance agreements as needed.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

City staff from the City of Richmond, in coordination with the City of San Pablo, Richmond Fire Department and
Richmond Police Department, seek City Council approval
to modify the Glenn Avenue and McBryde Avenue
intersection by closing the direct vehicular connection at McBryde Avenue in order to improve roadway safety,
reduce cut-through traffic, while maintaining pedestrian AGENDA
REPORT
2334

and bicycle connectivity associated with the McBryde
Avenue Safe Routes to Park Project.

RECOMMENDED ACTION: ADOPT a resolution to APPROVE a roadway modification associated with the McBryde Avenue Safe
Routes to Park Project, including closure of the direct vehicular connection between Glenn Avenue and
McBryde Avenue to improve traffic safety, reduce cutthrough traffic, and support pedestrian and bicycle connectivity – Public Works Department (Hillal Hamdan
510-621-1612/Daniel Chavarria 510-620-5478).

DISCUSSION:

City Council approval is requested because the proposed improvements include a permanent change to the public street network through the closure of the direct vehicular connection between Glenn Avenue and McBryde Avenue (Attachment 1). This action would authorize City staff to proceed with final design and implementation of the preferred roadway configuration as part of the McBryde Avenue Safe Routes to Park Project.

In 2025, City staff from the City of Richmond and the City of San Pablo coordinated on safety improvements along the McBryde Avenue corridor as part of the McBryde Avenue Safe Routes to Park Project (Project). The Project includes traffic calming improvements, bicycle facilities, Americans with Disabilities Act-compliant curb ramps, paving improvements, sidewalks, and updated striping and signage.

As part of the Project, City staff evaluated operational and safety conditions at the intersection of Glenn Avenue and McBryde Avenue, including roadway geometry, limited sight distance, short block spacing, intersection skew, cut-through traffic, and pedestrian and bicycle connectivity associated with Wildcat Canyon Regional Park.

Based on this engineering review, closure of the direct vehicular connection between Glenn Avenue and McBryde Avenue was identified as the preferred alternative (Attachment 2).

The proposed roadway modifications would reduce vehicular conflict points, simplify traffic circulation patterns, improve pedestrian and bicycle connectivity, and reduce cutthrough traffic using Glenn Avenue to bypass the signalized intersection at McBryde Avenue and Amador Street. The proposed improvements would maintain neighborhood access through the surrounding street network, including access from Glenn Avenue through Yuba Avenue to McBryde Avenue, and would maintain access for emergency response vehicles and adjacent properties.

The City of San Pablo reviewed the improvement plans and provided written support for the proposed modifications to Glenn Avenue, Marin Avenue, and Yuba Avenue near the Richmond/San Pablo jurisdictional boundary. The City of San Pablo also identified several coordination items associated with the proposed improvements, including 2335

encroachment permits for Americans with Disabilities Act ramp work within San Pablo jurisdiction, coordination with adjacent property owners, visual identification of jurisdictional boundaries, and a maintenance agreement for proposed landscaping improvements. Richmond staff intends to address these coordination items during final design and implementation (Attachment 3).

In November 2025, City staff conducted a community meeting regarding the proposed improvements and received generally positive feedback regarding the proposed roadway modifications. City staff also coordinated with the Richmond Fire Department and Richmond Police Department regarding emergency access considerations.

Under a no-action alternative, the existing roadway configuration would remain in place, and the identified operational and safety concerns associated with intersection geometry, vehicle conflicts, and cut-through traffic would continue.

City staff recommend that the City Council adopt a resolution approving the roadway modification associated with the McBryde Avenue Safe Routes to Park Project, including closure of the direct vehicular connection between Glenn Avenue and McBryde Avenue (Attachment 4). The proposed modification would improve traffic safety, reduce cut-through traffic, and support pedestrian and bicycle connectivity while allowing City staff to proceed with final design and implementation of the proposed improvements.

DOCUMENTS ATTACHED:

Attachment 1 – Location Map
Attachment 2 – Conceptual Improvement Exhibit
Attachment 3 – City of San Pablo Letter of Support
Attachment 4 – Resolution
2336
3 Glenn Ave
Mcbyde Ave
Sonoma St
2337

SIGN TABLE

DESIGNATION SIGN MESSAGE NOTES
SC-1 W14-2 "NO OUTLET" INSTALL NEW SIGN PANEL, POLE, AND FOUNDATION

CITY OF RICHMOND, CA CONTRA COSTA COUNTY

BKF ENGINEERS
1646 N. CALIFORNIA BLVD.

SUITE 400
WALNUT CREEK, CA 94596
(925) 940-2200
www.bkf.com
COPYRIGHT © BKF ENGINEERS 2026
04/29/2026

PRELIMINARY

NOT FOR CONSTRUCTION
DATE:

MCBRYDE SAFE ROUTES TO PARK
scale 1" = 20'
20 0 20
feet
40 2338

CITY OF SAN PABLO
Public Works Engineering & Environmental Services
1000 Gateway Ave● San Pablo, CA 94806
Main: 510-215-3060 ● Fax: 510-215-3013
www.SanPabloCA.gov
November 12, 2025
Daniel Chavarria
Public Works Director
City of Richmond Public Works
450 Civic Center Plaza
Richmond, CA 94804
Re: McBryde Avenue Improvement Project
CIP # 20242218
The City of San Pablo has received 35% plans reflecting improvements along McBryde Avenue which includes modifications to Glenn Avenue, Marin Avenue, and Yuba Avenue which abut the City of San Pablo and City of Richmond boundaries. These improvements will provide traffic calming and mitigate traffic utilizing Glenn Avenue to bypass the traffic signal at McBryde and Amador. The City of San Pablo acknowledges that the Changes exist in the primary Right of Way of Richmond, however access to 5601 McBryde Avenue, 5625 McBryde Avenue, and 5633 McBryde Avenue are affected as is the crosswalk across the east side of the intersection of Yuba Avenue and Glenn Avenue.

Furthermore, the project creates a new median at the intersection of Marin Avenue and McBryde Avenue.

The City of San Pablo agrees with these changes with the following requests:
a. Apply for encroachment permits to the City of San Pablo for all ADA ramp improvements within San Pablo.
b. Coordinate with property owners at the specific addresses mentioned above as to improvements to their properties.
c. Provide a visual cue to the boundary between the two agencies. d. Provide a maintenance agreement for pocket park improvements proposed.

Thank you,
Matthew Brown, P.E., Senior Civil Engineer, Acting Public Works Director

Public Works Engineering Department
2339
CC: CMO
2340
Reso. No. xx-26

RESOLUTION NO. xx-26

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND

APPROVING ROADWAY MODIFICATIONS ASSOCIATED WITH THE MCBRYDE

AVENUE SAFE ROUTES TO PARK PROJECT, INCLUDING CLOSURE OF THE

DIRECT VEHICULAR CONNECTION BETWEEN GLENN AVENUE AND MCBRYDE AVENUE
WHEREAS, the City of Richmond is implementing the McBryde Avenue Safe Routes to Park Project (“Project”) to improve roadway safety, pedestrian accessibility, bicycle connectivity, and multimodal circulation along the McBryde Avenue corridor; and WHEREAS, the Project includes traffic calming improvements, bicycle facilities, Americans with Disabilities Act (ADA)-compliant curb ramps, paving improvements, sidewalks, and updated signage and striping; and
WHEREAS, City staff evaluated operational and safety conditions at the intersection of Glenn Avenue and McBryde Avenue, including roadway geometry, limited sight distance, short block spacing, intersection skew, vehicular conflict points, and pedestrian and bicycle connectivity; and
WHEREAS, staff determined that closure of the direct vehicular connection between Glenn Avenue and McBryde Avenue would improve roadway safety, reduce cut-through traffic, simplify circulation patterns, and support multimodal access associated with the Project; and WHEREAS, the proposed roadway modifications would maintain neighborhood access through the surrounding street network, including access between Glenn Avenue and McBryde Avenue through Yuba Avenue; and
WHEREAS, staff coordinated with the City of San Pablo, Richmond Fire Department, and Richmond Police Department regarding the proposed roadway modifications and emergency access considerations; and
WHEREAS, the City of San Pablo reviewed the proposed improvement plans and provided written support for the roadway modifications associated with the Project; and WHEREAS, City staff conducted community outreach regarding the proposed roadway modifications and received generally positive public feedback; and WHEREAS, the roadway modifications are funded through the One Bay Area Grant Program (OBAG3) and are included in the approved Fiscal Year 2025–2026.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond that:

Section 1. The City Council finds and determines that the above recitals are true and correct and incorporates them herein by reference. The City Council further finds that the Agenda Report accompanying this item has served as the basis for the actions taken in this Resolution.

Section 2. The City Council hereby approves roadway modifications associated with the McBryde Avenue Safe Routes to Park Project, including closure of the direct vehicular connection between Glenn Avenue and McBryde Avenue.

Section 3. The City Council further finds that the proposed roadway modifications will maintain neighborhood access through the surrounding street network, including access between Glenn Avenue and McBryde Avenue through Yuba Avenue, while improving roadway safety and reducing cut-through traffic.
2341
Reso. No. xx-26

Section 4. The City Council further directs that pedestrian and bicycle connectivity between Glenn Avenue and McBryde Avenue shall be maintained as part of the roadway modifications, subject to final engineering design and operational requirements.

Section 5. The City Manager, or designee, is authorized to take all administrative actions necessary to implement the approved roadway modifications, including coordination with the City of San Pablo and execution of related permits, agreements, and implementation documents consistent with this Resolution.

Section 6. The City Clerk is designated as the custodian of the documents and materials that constitute the record of proceedings upon which this decision is based. These records are maintained at the Office of the City Clerk, Richmond City Hall, 450 Civic Center Plaza, Richmond, CA 94804.

Section 7. This Resolution shall become effective immediately upon its passage. *********************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held June 16, 2026, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

PAMELA CHRISTIAN

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

EDUARDO MARTINEZ
Mayor
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. XX-26, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on June 16, 2026.

Pamela Christian, Clerk of the City of Richmond
2342

June 16, 2026
Public Works
DATE: June 16, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works, City Engineer
Darcie DeLashmutt, Capital Project Manager
Subject: Construction Agreement Amendments and Accept the Shields-Reid Park Field for the Soccer Fields-RestroomsParks Project FINANCIAL IMPACT: The proposed construction agreement amendments and project close-out activities will be partially funded within the existing approved project budget in the American
Rescue Plan Act (ARPA) Fund, combined with the
anticipated transfer of $569,000 from the Boorman Park
Revitalization Project in the Fiscal Year 2026–2027
budget. However, based on current cost projections, a
funding shortfall of $631,000 remains and is not yet
appropriated. City staff will identify and recommend a
funding source for this shortfall as part of the Fiscal Year 2026-2027 budget development process or through a
future budget amendment.

The proposed amendment for Wendell Park with Bauman
Landscape & Construction, Inc. will increase the current agreement amount, which includes previously approved
change orders, by $450,000, resulting in a revised total agreement amount of $2,135,580.98.

The proposed amendment for the Shields-Reid Park
Field with Calico California Constructores, Inc. will
increase the current agreement amount, which includes
previously approved change orders, by $300,000,
resulting in a revised total agreement amount of
AGENDA
REPORT
2343

June 16, 2026
$2,625,479.61 (Account Strings:
13636031-400708-23046 and 20136031-400708-23046).

PREVIOUS COUNCIL
ACTION:

July 11, 2023
April 16, 2024
June 4, 2024
April 22, 2025
May 20, 2025
September 16, 2025

STATEMENT OF THE
ISSUE:

The Soccer Fields-Restrooms-Parks Project requires
construction agreement amendments to accommodate
additional project scope and related construction
improvements at Wendell Park and Shields-Reid Park
Field. In addition, the Shields-Reid Park Field portion of the project is complete and ready for formal acceptance by the City Council. City staff requests that the City
Council adopt a resolution approving the agreement
amendments, accepting the Shields-Reid Park Field
improvements as complete, and authorizing
administrative close-out actions.

RECOMMENDED ACTION: ADOPT a resolution to APPROVE the first amendment to the construction agreement with Bauman Landscape &
Construction, Inc. to increase the agreement amount by
$450,000 for a revised total agreement amount of
$2,135,580.98; APPROVE the first amendment to the
construction agreement with Calico California
Constructores, Inc. to increase the agreement amount by $300,000, for a revised total agreement amount of
$2,625,479.61; AUTHORIZE the Director of Public Works
to approve change orders up to 10 percent of the revised construction agreement amounts for revised not-toexceed totals of $2,349,139.08 for Bauman Landscape & Construction, Inc. and $2,888,027.57 for Calico California Constructores, Inc; ACCEPT the Shields-Reid Park Field
project as complete; AUTHORIZE the City Clerk to file
the Notice of Completion with the Contra Costa County
Recorder’s Office; and AUTHORIZE the City Engineer to
release the contractor bonds and retention payment,
provided there are no outstanding liens or stop notices – Public Works Department (Darcie DeLashmutt 510-672-
3944/Daniel Chavarria 510-620-5478).

DISCUSSION:

As part of the Fiscal Year 2021-22 annual budget process, the City Council approved an allocation of American Rescue Plan Act (ARPA) funds for various projects, including 2344

June 16, 2026
park improvements and recreational facilities. On July 11, 2023, the City Council directed City staff to evaluate options for soccer fields and related improvements in City parks. The evaluation identified improvement needs and funding priorities for Martin Luther King, Jr. Park, Shields-Reid Park, and Wendell Park.

On April 16, 2024, the City Council approved an appropriation of approximately $3.5 million in remaining ARPA funding for the Soccer Fields-Restrooms-Parks Project (Capital Improvement Project No. 23046), increasing the total project budget to approximately $7.7 million.

On April 22, 2025, the City Council approved a construction agreement with Calico California Constructores, Inc. for improvements at Shields-Reid Park Field, including demolition and site preparation for an artificial turf youth soccer field, fencing, sports furnishings, and related park improvements.

On May 20, 2025, the City Council approved a construction agreement with Bauman Landscape & Construction, Inc. for improvements at Wendell Park, including a multi-use turf field, restroom, play area, fencing, picnic improvements, and related amenities.

On October 9, 2025, the City held the first community outreach meeting for the Martin Luther King Jr. Community Center and Park Revitalization Project. The project is currently in early design, where the preferred location for future restroom improvements is being evaluated and determined. As a result, restroom improvements originally contemplated under the Soccer Fields-Restrooms-Parks Project will be completed at a later date. The future restroom improvements will be funded in part with the remaining Soccer Fields-Restrooms-Parks Project funds, allowing the improvements to precede the Martin Luther King Jr. Community Center and Park Revitalization Project if needed.

During construction, additional project scope and related construction requirements were identified at both Wendell Park and Shields-Reid Park Field. At Wendell Park, City-requested scope modifications include the purchase and installation of a single-stall restroom and additional ball-stopper improvements to enhance safety around the sports fields. The changes exceed the previously approved 10 percent contingency.

At the Shields-Reid Park Field, Pacific Gas and Electric Company (PG&E) required redesign of a bioswale adjacent to an existing gas line during a standard site inspection.

Although the original design had previously been approved by PG&E, the changes were mandatory to address safety requirements. The redesign and associated construction modifications require an agreement amendment, and the final cost is currently under negotiation.

The proposed amendment with Bauman Landscape & Construction, Inc. will increase the agreement amount by $450,000, increasing the agreement from $1,685,580.98, which includes previously authorized change orders, to $2,135,580.98. The revised agreement amount includes a 10 percent change order authority for a not-to-exceed total of $2,349,139.08.
2345

June 16, 2026
The proposed amendment with Calico California Constructores, Inc. will increase the agreement amount by $300,000, increasing the agreement from $2,325,479.61, which includes previously authorized change orders, to $2,625,479.61. The revised agreement amount includes a 10 percent change order authority for a not-to-exceed total of $2,888,027.57.

Construction of the Shields-Reid Park Field improvements has been completed in accordance with the approved plans, specifications, contract documents, and applicable City of Richmond standards. Upon acceptance by the City Council and finalization of the PG&E-related Change Order, staff will file a Notice of Completion with the Contra Costa County Recorder’s Office. The City Engineer will release the contractor bonds and retention payment in accordance with applicable laws, regulations, and contract provisions, provided there are no outstanding liens or stop notices.

City staff recommend that the City Council adopt the resolution approving the construction agreement amendments, accept the Shields-Reid Park Field as complete and authorize the administrative actions necessary to finalize project close-out.

Approval of the proposed actions into the current construction phase allows the City to minimize additional mobilization costs, reduce schedule impacts, and coordinate improvements efficiently across both park sites.

To accommodate the changes in scope, the project completion schedule has been revised from Summer to Fall 2026 for Wendell Park.

DOCUMENTS ATTACHED:

Attachment 1 - Location Map Shields-Reid
Attachment 2 - Location Map Wendell
Attachment 3 - Construction Agreement Bauman
Attachment 4 - Construction Agreement Calico
Attachment 5 - Proposed Agreement Amendment 1 - Bauman
Attachment 6 - Proposed Agreement Amendment 1 - Calico
Attachment 7 - Resolution
2346

VICINITY MAP

LOCATION PROJECT

LOCATION MAP

NOT TO SCALE NOT TO SCALE LOCATION PROJECT
CITY OF RICHMOND SHIELDS - REID PARK FIELD RENOVATION PROJECT 1410 KELSEY STREET RICHMOND, CA

VICINITY MAP

LOCATION PROJECT

LOCATION MAP

NOT TO SCALE NOT TO SCALE LOCATION PROJECT

NORTH NORTH

CITY OF RICHMOND

WENDELL PARK FIELD RENOVATION PROJECT
2 6th STREET & WENDELL AVENUE RICHMOND, CA
 
%



%

17104

"
% "!"%
#"% $1,543,925







 

3GI]i!TR]`a:^ITRiFZ<<P<R^i
FZ<<P<R^iI]iP5;<i5R;i<R^<Z<;iIR^Ti^GI]i^Gi;5gi T>i*6gi i8gi5R;i8<_e<<Ri^G<i!I_giT>i.I:GPTR; i5iPaRI:IX5Ni:TZXTZ5^ITRi5R;i:G5Z^<Zi :I^gi!I^gi5R;i 5aP5Ri)5R;]:5X<ii!TR]^Za:^ITRi(R:i
!TR^Z7:^TZ idI^GiZ<AZ<R:<i^Ti ^G<i?VNOTdIRFi@:^]i3G<iX5Z^I<]iP5gi8<iZ<AZZ<;i^TiIRi^GI]iFZ<<P<R^iIR;IcI;a5NOgi5]i
-5Z^gi 5R;i:TOO<:^Ic<Ogi5]i^G<i
-5Z^I<]i



 ,Ri#<:<P8<Zi
i i^G<i!I_gi:IZ:aN5^<;i5Ri(RcI^5^ITRi?VZi I;]i]<<MIRF :TR^Z6:^TZ]idIOOIRFi^TiaR;<Z^5M<i^G<i:TR]^Za:^ITRiT>i4<R;<ONi-5ZMi%I<O;i.<RTc5^ITR iNT:5^<;i5^i 
2^Z<=^ii4<R;<OOic<Ra< i.I:GPTR;i!i

i^G<i
-ZTK<:^i
 !TR^Z5:^TZi]a8PI^^<;i^G<iOTd<]^iZ<]XTR]Ic<i8I;i5R;iG5]i8<<Ri;<^<ZPIR<;i^Ti8< Z<]XTR]I9N<i
! !I^giRTdi;<]IZ<]i^Ti:TR^Z5:^idI^Gi!TR^Z5:^TZi^Ti?b\I]Gi:TR]^Za:^ITRi5R;iZ<O5^<; ]<ZcI:<]iDZi^G<i-ZTK<:^i
+,4i3'$0&,/$ iIRi:TR]I;<Z5^ITRiT>i^G<iXZTPI]<]i5R;i5FZ<<P<R^]iG<Z<IR5E<Zi]<^i ?WZ^H i5R;iIR^<R;IRFi^Ti8<i8TaR;iG<Z<8g i^G<i-5Z^I<]i5FZ<<i5]iCOOTe] i
2<:^ITRii












!TR^Z5:^i#T:aP<R^]i
-ZTL<:^i2X<:IB:5^ITR]i
IR:Oa;IRFi^G<i+T^I:<i^Ti-ZT]X<:^Ic<i I;;<Z] i(RcI^5^ITRi?WZi I;] i (R]^Za:^IUR]i^Ti I;;<Z]
i2X<:I5Oi-ZTcI]ITR] i#<]:ZIX^ITRiT>i4TZM i"TR]^Za:^ITRi#<^5IO]iIR:Oa;IRFi 5OOiXO6R]i5R;i]X<:IB:5^ITR] i5R;i-ZTXT]5Oi-5:M5F< i5OTRFidI^Gi5Rgi.<Ya<]^]iCZi(RCZP5^ITRi 1( iZ<]XTR]<]i^Ti1( i5R;i5;;<R;5iI]]a<;iXZITZi^Ti^G<i;<5;OIR<i?WZi]a8PI^^IRFi8I;]i

!TS^Z6:^UZ]i-ZTXT]5Oi5^^5:G<;i5]i$fGI8I^i i5R;i^GI]iFZ<<P<R^ i:TR]^I^a^<i^G<i
!TR^Z5:^i #T:aQ<R^]i
2<:^ITRii !TR]^Za:^ITRi
!TR^Z5:^TZi]G5OOi?b\J]Gi5OOiO58TZ
iP5^<ZI5O] iP<^GT;] iXZT:<]]<] iIPXO<P<R^] i^TTO]i5R;i
P5:GIR<Zg
idI^GIRi^G<i^IP<i?[5P<]i]<^ i5R;i;Ti5OOi^G<i^GIRF]iR<:<]]7Zgi?VZi^G<iXZTX<Zi:TPXO<^ITRi T>i^H<ieUZMi]GTdRi5R;i;<]:ZI8<;iIRi!TR^Z5:^i#T:aP<R^]i 2<:^ITRii -5hP<R^]i
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2349
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2350
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2351
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2352
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2353
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Five Star Bank
2240 Douglass Blvd. Suite
100, Roseville, CA 95661
the City of
Richmond
Wendell Park $1,543,925 5/20/25
100 Woodland Ave #200, San Raphael, CA 94901
Bauman Landscape & Construction
450 Civic Center Plaza, Richmond, CA 94804 City of Richmond Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2354
2240 Douglas Blvd, Ste 100 Roseville CA 95661
EVP/Chief Operating Officer
Lydia Ramirez
Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 450 Civic Center Plaza Richmond CA 94804
Nickie Mastay
Deputy City Manager
Deputy City Manager
Nickie Mastay
2355
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2356
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2357
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2358
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2359
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2360
Section 3.5 Non-Liability of City Officials, Employees and Agents.

No member, official, employee or agent of the City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount which may become due to Contractor or its successor or on any obligation under the terms of this Agreement.

Section 3.6 No Third Party Beneficiaries.

There shall be no third party beneficiaries to this Agreement.

Section 3.7 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in Section 3.7(b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person's tenure. Contractor shall exercise due diligence to ensure that the prohibition in this Section 3.7(a) is followed.
(b) The conflict of interest provisions of Section 3.7(a) above apply to any person who is an employee, agent, consultant, officer, or elected or appointed official of the City of Rjchmond, and any immediate family member or dependent of such person.

Section 3.8 Notices, Demands and Communications.

If at any time after the execution of this Agreement it shall become necessary or convenient for one of the Parties hereto to serve any notice, demand or communication upon the other Party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid or delivered by express delivery service, return receipt requested and (1) if intended for the City shall be addressed to:

City of Richmond
450 Civic Center Plaza
Rjchmond, California 94804
Attention: Darcie DeLashmutt
13 Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2361
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2362
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2363
Docusign Envelope ID: E0ED67AD-9D28-4F22-B3B9-123F29F74ED8 Shasa Curl
City Manager
Docusign Envelope ID: 3503F212-8602-4F08-9A42-97357FF57C42 2364
Calico California Constructores, Inc. Contract Amount w/ Contingency: $2,517,466 Vendor # 16452
Contract # 7446
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2365
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2366
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2367
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2368
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2369
6 payments into securities and the Contractor shall receive the interest earned on the investments upon the same terms provided for in Public Contract Code 22300 for securities deposited by the Contractor. Upon satisfactory completion of this Agreement, the Contractor shall receive from the escrow agent all securities, interest, and payments received by the escrow agent from the owner, pursuant to the terms of this section.
(b) If the Contractor chooses to place securities in escrow, the escrow agreement to be used shall be substantially similar to the following form:

ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION This Escrow Agreement is made and entered into by and between _________________________________________________ whose address is ________________________________ hereinafter called "Owner," ___________ whose address is ________________________________ hereinafter called "Contractor" and ___________ whose address is ________________________________ hereinafter called "Escrow Agent."
For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows:
(1) Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for ____ in the amount of ____ dated ____ (hereinafter referred to as the "Contract"). Alternatively, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of ____, and shall designate the Contractor as the beneficial owner. (2) The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. (3) When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly.
(4) Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent.

Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2370
7 (5) The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. (6) Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor.
(7) The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven days' written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner.
(8) Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. (9) Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above.
(10) The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows:

On behalf of Owner: On behalf of Contractor:
_______________________ _________________________
Title Title
_______________________ _________________________
Name Name
_____________________ _________________________
Signature Signature
_______________________ _________________________
Address Address
On behalf of Escrow Agent:
_______________________
Title
_______________________
Name
_______________________
Signature
_______________________
Address
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2371
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2372
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2373
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2374
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2375
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2376
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2377
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2378
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2379
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2380
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 Mayor
Eduardo Martinez
2381
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2382
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2383
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2384
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2385
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2386
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2387
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2388
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2389
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2390
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2391
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2392
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2393
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2394
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2395
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2396
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2397
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2398
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2399
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2400
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2401
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2402
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2403
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2404
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 Eduardo Martinez
Mayor
2405
Rev April25
For the Contract between the City of
Richmond and
______________________________

EXHIBIT E

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

In addition to the General Conditions set forth herein, Contractor (referred to herein as “Recipient”) shall comply with the terms and conditions which are attached hereto and incorporated herein by this reference. If there are any conflicts between the terms and conditions set forth in the General Conditions and the terms and conditions in this exhibit, the terms and conditions in this exhibit shall take precedence and shall prevail.

Also appliable to this funding, are requirements found in Uniform Guidance, 2 CFR Part 200, including Appendix II to 2 CFR Part 200.

1. Remedies: Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

2. Termination: All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement.

3. Equal Employment Opportunity: Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-

1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” ( 30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

4. Davis-Bacon Act, as amended: ( 40 U.S.C. 3141- 3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonFederal entities must include a provision for compliance with the Davis-Bacon Act ( 40 U.S.C. 3141- 3144) as supplemented by Department of Labor regulations ( 29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2406
Rev April25
required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the

5. Copeland “Anti-Kickback” Act: ( 40 U.S.C. 3145), as supplemented by Department of Labor regulations ( 29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

6. Contract Work Hours and Safety Standards Act: ( 40 U.S.C. 3701- 3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations ( 29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

7. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

8. Clean Air Act: ( 42 U.S.C. 7401- 7671q.) and the Federal Water Pollution Control Act ( 33 U.S.C. 1251- 1387), as amended - Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act ( 42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended ( 33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2407
Rev April25

9. Debarment and Suspension: (Executive Orders 12549 and 12689) – Verify that a vendor is not debarred, suspended or otherwise excluded from or ineligible for participation in Federal assistance programs or activities. Confirm and document that vendors are not on the federal government’s Excluded Party list found at www.sam.gov.

10. Byrd Anti-Lobbying Amendment: ( 31 U.S.C. 1352) - Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not use, and has not used, Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2408
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2409
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2410
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2411
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2412
23046 Soccer Fields-Restrooms-Parks Shields Reid Field Renovation 1410 Kelsey Street April 22 25
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2413
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2414
22nd April 25
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 Eduardo Martinez
2415
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2416
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2417
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2418
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2419
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2420
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2421
The City of Richmond
Shields-Reid Park Field Renovation Project NOVEMBER 2024 Bond Forms
00 60 00 - 6

END OF PAYMENT BOND
City of Richmond
Department of Public Works

WARRANTY BOND
City of Richmond (“City”) and ____________________________ (“Contractor”) have entered into a contract, dated _________________, 20___ (“Contract”) for work on the Shields Reid Park Field Renovation Project (“Project”). The Contract is incorporated by reference into this Warranty Bond (“Bond”).

1. General. Under this Bond, Contractor as principal and _______________ __________, its surety (“Surety”), are bound to City as obligee in the maximum amount of 15% of the final Contract Price, unless otherwise specified in the Contract Documents.

2. Warranty Period. The Contract requires Contractor to guarantee its work and that of its Subcontractors on the Project, against defects in materials or workmanship which are discovered during the one-year period commencing with City’s acceptance of the Project (“Warranty Period”).

3. Surety’s Obligations. If Contractor faithfully carries out and performs its guarantee under the Contract, and, on due notice from City, repairs and remedies, at its sole expense, any and all defects in materials and workmanship in the Project which are discovered during the Warranty Period, or if Contractor promptly reimburses City for all loss and damage that City sustains because of Contractor’s failure to makes such repairs in accordance with the Contract requirements, then Surety’s obligations under this Bond will be null and void. Otherwise, Surety’s obligations will remain in full force and effect.

4. Waiver. Surety waives the provisions of Civil Code §§ 2819 and 2845.

5. Notice. Any notice to Surety may be given in the manner specified in the Contract and delivered or transmitted to Surety as follows:

April 22 25 Calico California Constructores, Inc. Shields Reid Park Field Renovation Project Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2422
The City of Richmond
Wendell Park OCTOBER 2024
Bond Forms
00 60 00 - 7
Attn: ______________________________________________________ Address: __________________________________________________ City/State/Zip: ______________________________________________ Phone: ____________________________________________________ Fax: ______________________________________________________ Email: ____________________________________________________

6. Law and Venue. This Bond will be governed by California law, and venue for any dispute pursuant to this Bond will be in the Contra Costa County Superior Court, and no other place. Surety will be responsible for City’s attorneys’ fees and costs in any action to enforce the provisions of this Bond.

7. Effective Date; Execution. This Bond is entered into and is effective on __________, 20_________.
[Signatures are on the following page.]
xxxxxxxxxxx
Shields-Reid Park Field Rennovation Project
Shields Reid Park Renovation Project
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2423
Shields Reid Park Renovation Project
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 6/9/2025
Mayor Eduardo Martinez
2424
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2425
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2426
Docusign Envelope ID: 50EBEE44-A4A6-41DC-A59E-F113AE7F7697 2427
Bauman Landscape
and Construction, Inc.

Contract #7523
Vendor #17104
Initial Contract Amount w/Contingency: $1,698,317.50
Contract Amendment #1: $450,000.00
Total Contract Amount w/Contingency and Change
Orders to Date: $2,349,139.08

FIRST AMENDMENT TO

CONSTRUCTION AGREEMENT BETWEEN THE CITY OF RICHMOND AND BAUMAN LANDSCAPE AND CONSTRUCTION, INC.

This First Amendment to the Construction Agreement (the “First Amendment”) is entered into as of May 5, 2026, by and between the City of Richmond, a municipal corporation and charter city (“City”) and Bauman Landscape and Construction, Inc., a California corporation (“Contractor”), with reference to the following facts.

RECITALS
A. City and Contractor entered into that certain Construction Agreement dated May 20, 2025 (the “Agreement”) to furnish construction of Wendell Park Field Renovation (the “Project”)(Capital Improvement Project 23046).

B. The Parties now desire to enter into this First Amendment in order to increase the expenditures under the Construction Agreement by an additional not-to-exceed sum of $450,000.00 (the “Additional Expenditures”), for a total amended not-to exceed amount of $2,349,139.08 as set forth on 2026 05 05 (sr)(aprp)(amdmt) Wendell Shields Reid staff report and incorporated hereto (the “First Amended Amount”).

NOW THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows:

Section 1 Amendment to Payments.

The Construction Agreement is hereby amended by this First Amendment in order to increase the Original Amount by the Additional Expenditures to reflect a new total of authorized expenditures under the Construction Agreement, equal to the First Amended Amount.

Section 2. Amendment to Scope of Work.

The Construction Agreement is hereby amended by this First Amendment in order to add extra work for as described in 2026 05 05 (sr)(aprp)(amdmt) Wendell Shields Reid staff report, and additional anticipated work to the Project as set forth in Attachment 1.

Section 3. Miscellaneous.
(a) Except as amended by this First Amendment, the Construction Agreement has not been modified and is in full force and effect.
(b) Each of the individuals executing this First Amendment on behalf of the Contractor and City individually represents and warrants that he or she has been authorized to do 2428
Bauman Landscape
and Construction, Inc.

Contract #7523
Vendor #17104
Initial Contract Amount w/Contingency: $1,698,317.50
Contract Amendment #1: $450,000.00
Total Contract Amount w/Contingency and Change
Orders to Date: $2,349,139.08
so and has the power to bind the party for whom they are signing. (c) This First Amendment may be signed in any number of counterparts with the same effect as it the signatures to each counterpart were upon a single instrument, and is intended to be binding when all parties have delivered their signatures to the other parties.

Signatures may be delivered by facsimile or electronic transmission. All counterparts shall be deemed an original of this First Amendment.
(d) WHEREFORE, the Parties have executed this First Amendment on or as of the date first above written.

IN WITNESS WHEREOF, City and Contractor have executed this First Amendment duly authorized representatives, all on the date first written above.

CITY:

Reviewed By: CITY OF RICHMOND, a municipal
corporation and charter city
City Attorney By:

ATTEST:

City Clerk
Name: Eduardo Martinez
Its: Mayor
CONTRACTOR:

Bauman Landscape and Construction, Inc.
a Corporation By:

Name:

Its:
2429
Calico California
Constructores, Inc.

Vendor # 16452
Contract # 7446
Initial Contract Amount w/Contingency: $2,517,466
Contract Amendment #1: $300,000.00
Total Contract Amount w/Contingency and Change
Orders to Date: $2,888,027.57

FIRST AMENDMENT TO

CONSTRUCTION AGREEMENT BETWEEN THE CITY OF RICHMOND
AND CALICO CALIFORNIA CONSTRUCTORES, INC.

This First Amendment to the Construction Agreement (the “First Amendment”) is entered into as of May 5, 2026, by and between the City of Richmond, a municipal corporation and charter city (“City”) and Calico California Constructores, Inc., a California corporation (“Contractor”), with reference to the following facts.

RECITALS
A. City and Contractor entered into that certain Construction Agreement dated April 22, 2025 (the “Agreement”) to furnish construction of 23046 Soccer Fields-Restrooms-Parks Project (the “Project”)(Capital Improvement Project 23046).

B. The Parties now desire to enter into this First Amendment in order to increase the expenditures under the Construction Agreement by an additional not-to-exceed sum of $300,000.00 (the “Additional Expenditures”), for a total amended not-to exceed amount of $2,888,027.57 as set forth on 2026 05 05 (sr)(aprp)(amdmt) Wendell Shields Reid staff report and incorporated hereto (the “First Amended Amount”).

NOW THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows:

Section 1 Amendment to Payments.

The Construction Agreement is hereby amended by this First Amendment in order to increase the Original Amount by the Additional Expenditures to reflect a new total of authorized expenditures under the Construction Agreement, equal to the First Amended Amount.

Section 2. Amendment to Scope of Work.

The Construction Agreement is hereby amended by this First Amendment in order to add extra work for as described in 2026 05 05 (sr)(aprp)(amdmt) Wendell Shields Reid staff report, and additional anticipated work to the Project as set forth in Attachment 1.

Section 3. Miscellaneous.
(a) Except as amended by this First Amendment, the Construction Agreement has not been modified and is in full force and effect.
(b) Each of the individuals executing this First Amendment on behalf of the Contractor and City individually represents and warrants that he or she has been authorized to do 2430
Calico California
Constructores, Inc.

Vendor # 16452
Contract # 7446
Initial Contract Amount w/Contingency: $2,517,466
Contract Amendment #1: $300,000.00
Total Contract Amount w/Contingency and Change
Orders to Date: $2,888,027.57
so and has the power to bind the party for whom they are signing. (c) This First Amendment may be signed in any number of counterparts with the same effect as it the signatures to each counterpart were upon a single instrument, and is intended to be binding when all parties have delivered their signatures to the other parties.

Signatures may be delivered by facsimile or electronic transmission. All counterparts shall be deemed an original of this First Amendment.
(d) WHEREFORE, the Parties have executed this First Amendment on or as of the date first above written.

IN WITNESS WHEREOF, City and Contractor have executed this First Amendment duly authorized representatives, all on the date first written above.

CITY:

Reviewed By: CITY OF RICHMOND, a municipal
corporation and charter city
City Attorney By:

ATTEST:

City Clerk
Name: Eduardo Martinez
Its: Mayor
CONTRACTOR:

Bauman Landscape and Construction, Inc.
a Corporation By:

Name:

Its:
2431
RESOLUTION NO. xx-25________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND

APPROVING CONSTRUCTION AGREEMENT AMENDMENTS WITH BAUMAN LANDSCAPE & CONSTRUCTION, INC. AND CALICO CALIFORNIA
CONSTRUCTORES, INC. FOR THE SOCCER FIELDS-RESTROOMS-PARKS

PROJECT, ACCEPTING THE SHIELDS-REID PARK FIELD AS COMPLETE, AND

AUTHORIZING PROJECT CLOSE-OUT ACTIONS
WHEREAS, as part of the Fiscal Year 2021-22 budget process, the City Council approved the allocation of American Rescue Plan Act (ARPA) funding for park improvements and recreational facilities; and
WHEREAS, on July 11, 2023, the City Council directed City staff to evaluate soccer field and related park improvement opportunities throughout the City; and WHEREAS, on April 16, 2024, the City Council approved an appropriation of approximately $3.5 million in remaining ARPA funding for the Soccer Fields-Restrooms-Parks Project (Capital Improvement Project No. 23046); and
WHEREAS, on April 22, 2025, the City Council approved a construction agreement with Calico California Constructores, Inc. for improvements at the Shields-Reid Park Field, including demolition and site preparation for an artificial turf youth soccer field, fencing, sports furnishings, and related park improvements; and
WHEREAS, on May 20, 2025, the City Council approved a construction agreement with Bauman Landscape & Construction, Inc. for improvements at Wendell Park, including a multiuse turf field, restroom, play area, fencing, picnic improvements, and related amenities; and WHEREAS, during construction, additional project scope and related construction requirements were identified at both Wendell Park and the Shields-Reid Park Field; and WHEREAS, the proposed amendment with Bauman Landscape & Construction, Inc. will increase the agreement amount by $450,000, increasing the agreement amount from $1,685,580.98 to $2,135,580.98; and
WHEREAS, the proposed amendment with Calico California Constructores, Inc. will increase the agreement amount by $300,000, increasing the agreement amount from $2,325,479.61 to $2,625,479.61; and
WHEREAS, the revised agreement amounts include 10 percent change order authority for revised not-to-exceed totals of $2,349,139.08 for Bauman Landscape & Construction, Inc.; and
WHEREAS, the revised agreement amounts include 10 percent change order authority for revised not-to-exceed totals of $2,888,027.57 for Calico California Constructores, Inc.; and 2432
WHEREAS, construction of the Shields-Reid Park Field has been completed in accordance with the approved plans, specifications, contract documents, and applicable City of Richmond standards; and
WHEREAS, following finalization of the PG&E-related change order and provided there are no outstanding liens or stop notices, staff recommends acceptance of the Shields-Reid Park Field improvements as complete and authorization of the associated project close-out actions.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond adopts the following:

Section 1. The City Council finds and determines that the facts, findings, and statements contained in the Agenda Report associated with this Resolution are true and correct and are hereby incorporated herein by reference as though fully set forth.

Section 2. Approves Amendment 1 to the construction agreement with Bauman Landscape & Construction, Inc. in the amount of $450,000, for a revised total agreement amount of $2,135,580.98.

Section 3. Approves Amendment 1 to the construction agreement with Calico California Constructores, Inc. in the amount of $300,000, for a revised total agreement amount of $2,625,479.61.

Section 4. Authorizes the Director of Public Works to approve change orders up to 10 percent of the revised agreement amounts for revised not-to-exceed totals of $2,349,139.08 for Bauman Landscape & Construction, Inc. and $2,888,027.57 for Calico California Constructores, Inc., provided the total project cost remains within the approved project budget.

Section 5. Accepts the Shields-Reid Park Field improvements, completed by Calico California Constructores, Inc., as complete in accordance with the approved plans, specifications, contract documents, and applicable City standards.

Section 6. Authorizes the City Clerk to file the Notice of Completion for the ShieldsReid Park Field improvements with the Contra Costa County Recorder’s Office provided there are no outstanding liens or stop notices.

Section 7. Authorizes the City Engineer to release the contractor bonds and retention payment in accordance with applicable laws, regulations, and contract provisions, provided there are no outstanding liens or stop notices.

Section 8. The City Clerk is designated as the custodian of records for all documents and materials related to this Resolution and the Project file, which shall be maintained at the Office of the City Clerk, 450 Civic Center Plaza, Richmond, California 94804. 2433
Section 9. This Resolution shall become effective immediately upon its passage. *****************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held June 16, 2026, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
2434

Public Works
DATE: June 16, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works/City Engineer
Hillal Hamdan, Senior Civil Engineer
Subject: Grade Crossing Construction and Maintenance
Agreement with Burlington Northern Santa Fe Railway
(BNSF) for the Harbour Way South and Wright Avenue
Crossing
FINANCIAL IMPACT: Fees associated with the right of way agreement, temporary construction license, easement, and related
processing costs are estimated at $104,238.10 and are
anticipated to be reimbursable through the California
Department of Transportation Railway Highway
Crossings (Section 130) Program. Funding for these
costs is included in the proposed Fiscal Year 2026-2027 Capital Improvement Program budget (Account String:
543643-400733-23022).

PREVIOUS COUNCIL
ACTION:

July 22, 2021
December 19, 2023

STATEMENT OF THE
ISSUE:

The City must enter into a Grade Crossing Construction
and Maintenance Agreement and related easement
documents with Burlington Northern Santa Fe Railway
(BNSF) to complete planned safety improvements at the
railroad crossing located at Harbour Way South and
Wright Avenue. The agreement will allow the City to
access railroad property during construction and
establish long-term responsibilities for maintenance and operation of the completed improvements.

AGENDA
REPORT
2435

RECOMMENDED ACTION: ADOPT a resolution to APPROVE a Grade Crossing Construction and Maintenance Agreement with
Burlington Northern Santa Fe Railway (BNSF) and
related project documents for the Harbour Way South
and Wright Avenue railroad crossing safety
improvements project; AUTHORIZE payment of
associated easement, license, railroad coordination, and force-account costs using available grant reimbursement funding; and AUTHORIZE the City Manager, or their
designee, to execute the agreement and related project
documents – Public Works Department (Hillal Hamdan
510-631-1398/Daniel Chavarria 510-620-5478).

DISCUSSION:

The City of Richmond is working with the California Public Utilities Commission (CPUC), California Department of Transportation (Caltrans), and Burlington Northern Santa Fe Railway (BNSF) to improve safety at the existing railroad crossing located at Harbour Way South and Wright Avenue in the Richmond Inner Harbor area. The crossing is identified as U.S. Department of Transportation Crossing No. 015342U (Attachment 1).

The project includes roadway improvements, upgraded railroad crossing surfaces, new traffic signals and railroad activation equipment, updated pavement striping and signage, and pedestrian safety improvements. These upgrades are intended to improve visibility, traffic flow, and overall safety for motorists, pedestrians, bicyclists, and rail operations.

Because portions of the project are located within BNSF railroad right-of-way, the City is required to enter into a Grade Crossing Construction and Maintenance Agreement with BNSF before construction can begin (Attachment 2). The agreement provides the City with temporary access during construction and establishes a permanent easement needed to operate and maintain the improvements.

Under the agreement:
 BNSF will complete railroad-related work, including signal improvements, crossing surface installation, inspection, and railroad coordination activities;  The City will complete roadway and traffic improvements and coordinate construction activities and utility work; and
 BNSF will continue to own and operate the railroad facilities and right-of-way.

The agreement also establishes standard railroad safety, insurance, construction coordination, and maintenance requirements that apply to projects occurring within active railroad corridors.
2436

Fees associated with the right-of-way agreement, temporary construction license, easement, and related processing costs are estimated at approximately $104,238.10, consisting of:
 Administrative Fee: $2,500.00
 Temporary Construction License Fee: $6,172.80
 Permanent Easement Fee: $95,565.30
The project is funded through the Caltrans Railway-Highway Crossings (Section 130) Program, which supports railroad crossing safety improvements throughout California.

Staff anticipates that eligible project costs associated with the agreement will be reimbursable through the program.

Approval of the agreement is necessary for the City to proceed with construction of the planned safety improvements. Without the agreement and easement documents, the City would not have authorization to access railroad property or complete the improvements within the crossing area.

City Staff recommends that the City Council adopt a resolution approving a Grade Crossing Construction and Maintenance Agreement with Burlington Northern Santa Fe Railway (BNSF) and related project documents for the Harbour Way South and Wright Avenue railroad crossing safety improvements project; authorizing payment of associated easement, license, railroad coordination, and force-account costs using available grant reimbursement funding; and authorizing the City Manager, or their designee, to execute the agreement and related project documents (Attachment 3).

DOCUMENTS ATTACHED:

Attachment 1 – Crossing Improvement Plans and Exhibits
Attachment 2 – Grade Crossing Construction and Maintenance Agreement with BNSF Railway
Attachment 3 – Resolution
2437
Contract Number: BF-20552020
1 of 59

GRADE CROSSING CONSTRUCTION AND MAINTENANCE AGREEMENT
BNSF File No.: BF-20552020
Mile Post 1190.969
Line Segment 7678
U.S. DOT Number 015342U
Richmond Inner Harbor Subdivision
This Agreement (“Agreement”), is executed to be effective as of __________________ (“Effective Date”), by and between BNSF RAILWAY COMPANY, a Delaware corporation (“BNSF”) and the City of Richmond, a political subdivision of the State of California (“Agency”).

RECITALS
WHEREAS, BNSF owns and operates a line of railroad in and through the City of Richmond, State of California;
WHEREAS, in the interest of aiding vehicular travel and public safety, the Agency is undertaking a project to improve the existing Harbour Way South (at Wright Avenue)atgrade crossing, located at BNSF Line Segment 7678 and Milepost 1190.969, and designated by D.O.T. No. 015342U, by reconstructing the roadway, and pedestrian way and installing traffic signals and activation equipment, and grade crossing panels across the BNSF right-of-way as indicated on the Exhibit A, attached hereto and incorporated herein; and
WHEREAS, the parties agree that the RAILROAD will receive no ascertainable benefit from the installation of advance warning signs, pavement marking stop bars or crossing signal equipment (hereinafter collectively called, “Crossing Signal Equipment”); and WHEREAS, the Agency also desires BNSF to install a new crossing surface at Harbour Way South with a new concrete and rubber crossing surface; WHEREAS, the Agency is paying for the acquisition and installation of crossing signal equipment and the new crossing surface at Harbour Way South “with State and Federal funds pursuant to 23 U.S.C. § 130”
2438
Contract Number: BF-20552020
2 of 59
WHEREAS, the BNSF agrees to purchase and install, at AGENCY’S sole expense, the crossing signal equipment and the new crossing surface described in the scope of work herein, and upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I – SCOPE OF WORK
1) The term "Project" as used herein includes any and all work related to the construction of Harbour Way South by Agency and installation of crossing signals/activation equipment/new crossing surfaces at U.S. D.O.T No. 015342U, (hereinafter referred to as the "Crossing") by BNSF, more particularly described on the Exhibit A, including, but not limited to, any and all changes to telephone, telegraph, signal and electrical lines and appurtenances, temporary and permanent track work, fencing, grading, alterations to or new construction of drainage facilities, preliminary and construction engineering and contract preparation.

ARTICLE II – RAILROAD OBLIGATIONS
In consideration of the covenants of Agency set forth herein and the faithful performance thereof, BNSF agrees as follows:
1) Upon Agency’s payment to BNSF of an administrative fee in the sum of Two Thousand Five Hundred and No/100 Dollars ($2,500), together with the Temporary Construction License Fee in the sum of six thousand one hundred seventy two and 80/100 Dollars ($6,172.80), BNSF hereby grants to Agency, its successors and assigns, upon and subject to the terms and conditions set forth in this Agreement, a temporary nonexclusive license (hereinafter called, “Temporary Construction License”) to enter upon and use the portion of BNSF’s right-of-way as is necessary to construct the Harbour Way South Crossing project and thereafter maintain, the Crossing as described further on Exhibit A, excepting and reserving BNSF’s rights, and the rights of any others who have obtained, or may obtain, permission or authority from BNSF, to do the following:

A. Operate, maintain, renew and/or relocate any and all existing railroad track or tracks, wires, pipelines and other facilities of like character upon, over or under the surface of said right-of-way;
2439
Contract Number: BF-20552020
3 of 59
B. Construct, operate, maintain, renew and/or relocate upon said right-of-way, without limitation, such facilities as the BNSF may from time to time deem appropriate;
C. Otherwise use or operate the right-of-way as BNSF may from time to time deem appropriate.

The term of the Temporary Construction License begins on the Effective Date and ends on the earlier of (i) substantial completion of the Project, or (ii) Twelve months following the Effective Date. The Temporary Construction License and related rights given by BNSF to Agency in this provision are without warranty of title of any kind, express or implied, and no covenant of warranty of title will be implied from the use of any word or words herein contained. The Temporary Construction License is for construction of the Project only and shall not be used by Agency for any other purpose.

Agency acknowledges and agrees that Agency shall not have the right, under the Temporary Construction License, to use the Structure for any other purpose than construction. In the event Agency is evicted by anyone owning, or claiming title to or any interest in said right-of-way, BNSF will not be liable to Agency for any damages, losses or any expenses of any nature whatsoever. The granting of similar rights to others, subsequent to the date of this Agreement, will not impair or interfere with the rights granted to Agency herein.

Upon Agency’s payment to BNSF of the additional sum of ninety five thousand five hundred sixty five and 30/100 Dollars ($95,565.30), such payment to be made within thirty (30) days of issuing the Notice to Proceed pursuant to Article III, Section 16 of this Agreement, and provided further that Agency is in compliance with the term and conditions of this Agreement, BNSF will grant to Agency, its successors and assigns, an easement (hereinafter called, the “Easement”) to enter upon and use that portion of BNSF’s right-of-way as is necessary to use and maintain the Crossing, substantially in the form of Exhibit B attached to this Agreement. If Agency fails to pay BNSF within the thirty day time period set forth in the preceding sentence, BNSF may stop construction of the Project until full payment is received by BNSF. 1) BNSF will furnish all labor, materials, tools, and equipment for railroad work required for the construction of the Project, such railroad work and the estimated cost thereof being as shown on Exhibit D attached hereto and made a part hereof. In the event construction on the Project has not commenced within six (6) months following the Effective Date, BNSF may, in its sole and absolute discretion, revise the cost estimates set forth in said Exhibit D. In such event, the revised cost estimates will become a part of this Agreement as though originally set forth herein. Any item of 2440
Contract Number: BF-20552020
4 of 59
work incidental to the items listed on Exhibit D not specifically mentioned therein may be included as a part of this Agreement upon written approval of Agency, which approval will not be unreasonably withheld. Construction of the Project must include the following railroad work by BNSF:

A. Procurement of materials, equipment and supplies necessary for the railroad work;
B. Preliminary engineering, design, and contract preparation; C. Furnishing of flagging services during construction of the Project as required and set forth in further detail on Exhibit C, attached to this Agreement and made a part hereof;
D. Furnishing engineering and inspection as required in connection with the construction of the Project;
E. Installation of concrete crossing surface for the single track complete with new rail, ties, ballast, fasteners, along with appropriate surfacing, to carry the improved roadway and sidewalks;
F. Installation of Crossing Signal Equipment and Crossing Signal Control House as shown on Exhibit A ;
G. Make such changes in the alignment, location and elevation of its telephone, telegraph, signal and/or wire lines and appurtenances along, over or under the tracks, both temporary and permanent, as may become necessary by reason of the construction of the Project.
2) BNSF will do all railroad work set forth in Article II, Section 2 above on an actual cost basis, when BNSF, in its sole discretion, determines it is required by its labor agreements to perform such work with its own employees working under applicable collective bargaining agreements.
3) Agency agrees to reimburse BNSF for work of an emergency nature caused by Agency or Agency’s contractor in connection with the Project which BNSF deems is reasonably necessary for the immediate restoration of railroad operations, or for the protection of persons or BNSF property. Such work may be performed by BNSF without prior approval of Agency and Agency agrees to fully reimburse BNSF for all such emergency work.
2441
Contract Number: BF-20552020
5 of 59
4) BNSF may charge Agency for insurance expenses, including self-insurance expenses, when such expenses cover the cost of Employer's Liability (including, without limitation, liability under the Federal Employer's Liability Act) in connection with the construction of the Project. Such charges will be considered part of the actual cost of the Project, regardless of the nature or amount of ultimate liability for injury, loss or death to BNSF's employees, if any.
5) During the construction of the Project, BNSF will send Agency progressive invoices detailing the costs of the railroad work performed by BNSF under this Agreement.

Agency must reimburse BNSF for completed force-account work within thirty (30) days of the date of the invoice for such work. Upon completion of the Project, BNSF will send Agency a detailed invoice of final costs, segregated as to labor and materials for each item in the recapitulation shown on Exhibit D. Pursuant to this section and Article IV, Section 7 herein, Agency must pay the final invoice within ninety (90) days of the date of the final invoice. BNSF will assess a finance charge of .033% per day (12% per annum) on any unpaid sums or other charges due under this Agreement which are past its credit terms. The finance charge continues to accrue daily until the date payment is received by BNSF, not the date payment is made or the date postmarked on the payment. Finance charges will be assessed on delinquent sums and other charges as of the end of the month and will be reduced by amounts in dispute and any unposted payments received by the month’s end. Finance charges will be noted on invoices sent to Agency under this section. For purposes of computing the time limits prescribed by Section 911.2 of the California Government Code for the presentment of a claim against the Agency the cause of action for failure to reimburse BNSF for the costs of the Railroad work performed by it pursuant to this Agreement shall be deemed to have accrued one hundred and eighty (180) days of the date of the final invoice.

ARTICLE III – AGENCY OBLIGATIONS
In consideration of the covenants of BNSF set forth herein and the faithful performance thereof, Agency agrees as follows:
1) Agency must furnish to BNSF plans and specifications for the Project. Said plans (reduced size 11” x 17”), showing the plan and profile of the roadway work on BNSF right-of-way and marked as Exhibit A, attached hereto and made a part hereof, must be submitted to BNSF for the development of railroad cost estimates. 2) Agency must make any required application and obtain all required permits and approvals for the construction of the Project.
3) Agency must acquire all rights of way necessary for the construction of the Project. 2442
Contract Number: BF-20552020
6 of 59
4) Agency must make any and all arrangements, in compliance with BNSF’s Utility Accommodation Manual (http://www.bnsf.com/communities/faqs/pdf/utility.pdf), for the installation or relocation of wire lines, pipe lines and other facilities owned by private persons, companies, corporations, political subdivisions or public utilities other than BNSF which may be necessary for the construction of the Project. 5) Agency must construct the Project as shown on the attached Exhibit A and do all work (“Agency’s Work”) provided for in the plans and specifications for the Project, except railroad work that will be performed by BNSF hereunder. Agency must furnish all labor, materials, tools and equipment for the performance of Agency’s Work. The principal elements of Agency’s Work are as follows:

A. Design and Construction of Harbour Way South;
B. Installation of a pavement marking stop bar in accordance with the Manual on Uniform Traffic Control Devices (hereinafter called, “MUTCD”); C. Installation of advance warning signs in accordance with the MUTCD D. Perform all necessary grading and paving, including backfill of excavations and restoration of disturbed vegetation on BNSF’s right-of-way; E. Provide suitable drainage, both temporary and permanent; F. Provide all barricades, lights, flagmen or traffic control devices necessary for preventing vehicular traffic from using a portion of the Crossing, during the installation of the concrete crossing surfaces, and also during the installation of the Crossing Signal Equipment.

G. Construct asphalt/concrete roadway surface on approaches to the track. Roadway surface will match elevation of the Main (and Siding) Track crossing surface(s) and remain level to a point at least thirty (30) feet from nearest rail. Any concrete headers will be constructed no closer than 5’-6” (preferably 6’-0”) from centerline of each track to provide for a minimum of 11’-0” (preferably 12’-0”) opening for track and railroad crossing surface;
H. Provide and place six (6) to twelve (12) inch wide section of asphalt between roadway concrete headers (and sidewalks) and the new concrete crossing surfaces.
2443
Contract Number: BF-20552020
7 of 59
I. Job site cleanup including removal of all construction materials, concrete debris, surplus soil, refuse, contaminated soils, asphalt debris, litter and other waste materials to the satisfaction of BNSF;
6) The Agency will approve the location of the signals and signal bungalow prior to the installation by BNSF.
7) The Agency must have advanced railroad crossing signs and standard pavement markings in place at the crossing shown on Exhibit A (if the same are required by the MUTCD) prior to the acceptance of this Project by the Agency. 8) The Agency must give BNSF’s Manager of Public Projects written notice to proceed (“Notice to Proceed”) with the railroad portion of the work after receipt of necessary funds for the Project. BNSF will not begin the railroad work (including, without limitation, procurement of supplies, equipment or materials) until written Notice to Proceed is received from Agency.
9) The Agency’s Work must be performed by Agency or Agency's contractor in a manner that will not endanger or interfere with the safe and timely operations of BNSF and its facilities.
10) For any future inspection or maintenance, either routine or otherwise, performed by subcontractors on behalf of the Agency, Agency shall require the subcontractors to comply with the provisions of the attached Exhibit C and execute the agreement attached hereto as Exhibit C-1. Prior to performing any future maintenance with its own personnel, Agency shall: comply with all of BNSF’s applicable safety rules and regulations; require any Agency employee performing maintenance to complete the safety training program at the BNSF’s Internet Website “ www.BNSFContractor.com”; notify BNSF when, pursuant to the requirements of Exhibit C, a flagger is required to be present; procure, and have approved by BNSF’s Risk Management Department, Railroad Protective Liability insurance. 11) Agency must require its contractor(s) to notify BNSF's Roadmaster at least thirty (30) calendar days prior to requesting a BNSF flagman in accordance with the requirements of Exhibit C attached hereto. Additionally, Agency must require its contractor(s) to notify BNSF’s Manager of Public Projects thirty (30) calendar days prior to commencing work on BNSF property or near BNSF tracks. 12) Agency must include the following provisions in any contract with its contractor(s) performing work on said Project:
2444
Contract Number: BF-20552020
8 of 59
A. The Contractor is placed on notice that fiber optic, communication and other cable lines and systems (collectively, the “Lines”) owned by various telecommunications companies may be buried on BNSF’s property or right-of-way. The locations of these Lines have been included on the plans based on information from the telecommunications companies. The contractor will be responsible for contacting BNSF and the telecommunications companies and notifying them of any work that may damage these Lines or facilities and/or interfere with their service. The contractor must also mark all Lines shown on the plans or marked in the field in order to verify their locations. The contractor must also use all reasonable methods when working in the BNSF right-of-way or on BNSF property to determine if any other Lines (fiber optic, cable, communication or otherwise) may exist.

B. Failure to mark or identify these Lines will be sufficient cause for BNSF’s engineering representative to stop construction at no cost to the Agency or BNSF until these items are completed.

C. The Contractor will be responsible for the rearrangement of any facilities or Lines determined to interfere with the construction. The Contractor must cooperate fully with any telecommunications company(ies) in performing such rearrangements.

D. In addition to the liability terms contained elsewhere in this Agreement, the contractor hereby indemnifies, defends and holds harmless BNSF for, from and against all cost, liability, and expense whatsoever (including, without limitation, attorney’s fees and court costs and expenses) arising out of or in any way contributed to by any act or omission of Contractor, its subcontractors, agents and/or employees that cause or in any way or degree contribute to (1) any damage to or destruction of any Lines by Contractor, and/or its subcontractors, agents and/or employees, on BNSF’s property or within BNSF’s right-of-way, (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on BNSF’s property or within BNSF’s right-of-way, and/or (3) any claim or cause of action for alleged loss of profits or revenue by, or loss of service by a customer or user of such telecommunication company(ies).THE LIABILITY ASSUMED BY CONTRACTOR

WILL NOT BE AFFECTED BY THE FACT, IF IT IS A FACT, THAT THE

DAMAGE, DESTRUCTION, INJURY, DEATH, CAUSE OF ACTION OR CLAIM

WAS OCCASIONED BY OR CONTRIBUTED TO BY THE NEGLIGENCE OF

BNSF, ITS AGENTS, SERVANTS, EMPLOYEES OR OTHERWISE, EXCEPT TO

THE EXTENT THAT SUCH CLAIMS ARE PROXIMATELY CAUSED BY THE WILLFUL MISCONDUCT OR SOLE NEGLIGENCE OF BNSF.
2445
Contract Number: BF-20552020
9 of 59
13)Agency must require compliance with the obligations set forth in this agreement, including Exhibit C and Exhibit C-1, and incorporate in each prime contract for construction of the Project, or the specifications therefor (i) the provisions set forth in Article III and IV; and (ii) the provisions set forth in Exhibit C and Exhibit C-1, attached hereto and by reference made a part hereof.
14)Except as otherwise provided below in this Section 13, all construction work performed hereunder by Agency for the Project will be pursuant to a contract or contracts to be let by Agency, and all such contracts must include the following:

A. All work performed under such contract or contracts within the limits of BNSF's right-of-way must be performed in a good and workmanlike manner in accordance with plans and specifications approved by BNSF;
B. Changes or modifications during construction that affect safety or BNSF operations must be subject to BNSF's approval;
C. No work will be commenced within BNSF's right-of-way until each of the prime contractors employed in connection with said work must have (i) executed and delivered to BNSF an agreement in the form of Exhibit C-l, and (ii) delivered to and secured BNSF's approval of the required insurance; and
D. If it is in Agency’s best interest, Agency may direct that the construction of the Project be done by day labor under the direction and control of Agency, or if at any time, in the opinion of Agency, the contractor has failed to prosecute with diligence the work specified in and by the terms of said contract, Agency may terminate its contract with the contractor and take control over the work and proceed to complete the same by day labor or by employing another contractor(s) provided; however, that any contractor(s) replacing the original contractor(s) must comply with the obligations in favor of BNSF set forth above and, provided further, that if such construction is performed by day labor, Agency will, at its expense, procure and maintain on behalf of BNSF the insurance required by Exhibit C-1.

E. To facilitate scheduling for the Project, Agency shall have its contractor give BNSF’s Roadmaster 90 days advance notice of the proposed times and dates for work windows. BNSF and Agency’s contractor will establish mutually agreeable work windows for the Project. BNSF has the right at any time to revise or change the work windows, due to train operations or service obligations. BNSF will not be responsible for any additional costs and expenses resulting from a change in work windows. Additional costs and expenses resulting from a change in work windows shall be accounted for in the contractor’s expenses for the Project. 2446
Contract Number: BF-20552020
10 of 59
15)Agency must advise the appropriate BNSF Manager Public Projects, in writing, of the completion date of the Project within thirty (30) days after such completion date.

Additionally, Agency must notify BNSF's Manager Public Projects, in writing, of the date on which Agency and/or its Contractor will meet with BNSF for the purpose of making final inspection of the Project.
16)TO THE FULLEST EXTENT PERMITTED BY LAW, AGENCY HEREBY

RELEASES, INDEMNIFIES, DEFENDS AND HOLDS HARMLESS BNSF, ITS

AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, LEGAL

REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES

AND AGENTS FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,

FINES, PENALTIES, COSTS, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION,

SUITS, DEMANDS, JUDGMENTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEYS’ FEES) OF ANY NATURE, KIND

OR DESCRIPTION OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, THE

EMPLOYEES OF THE PARTIES HERETO) OR ENTITY DIRECTLY OR

INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO (IN WHOLE

OR IN PART) (I) THE USE, OCCUPANCY OR PRESENCE OF AGENCY, ITS

CONTRACTORS, SUBCONTRACTORS, EMPLOYEES OR AGENTS IN, ON, OR

ABOUT THE CONSTRUCTION SITE, (II) THE PERFORMANCE, OR FAILURE TO

PERFORM BY THE AGENCY, ITS CONTRACTORS, SUBCONTRACTORS,

EMPLOYEES, OR AGENTS, ITS WORK OR ANY OBLIGATION UNDER THIS

AGREEMENT, (III) THE SOLE OR CONTRIBUTING ACTS OR OMISSIONS OF

AGENCY, ITS CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, OR
AGENTS IN, ON, OR ABOUT THE CONSTRUCTION SITE, (IV) AGENCY’S

BREACH OF THE TEMPORARY CONSTRUCTION LICENSE OR EASEMENT

GRANTED TO AGENCY PURSUANT TO ARTICLE II OF THIS AGREEMENT, (V)

ANY RIGHTS OR INTERESTS GRANTED TO AGENCY PURSUANT TO THE

TEMPORARY CONSTRUCTION LICENSE OR EASEMENT DISCUSSED IN ARTICLE II OF THIS AGREEMENT, (VI) AGENCY’S OCCUPATION AND USE OF BNSF’S PROPERTY OR RIGHT-OF-WAY, INCLUDING, WITHOUT LIMITATION,

SUBSEQUENT MAINTENANCE OF THE STRUCTURE BY AGENCY, OR (VII) AN

ACT OR OMISSION OF AGENCY OR ITS OFFICERS, AGENTS, INVITEES,

EMPLOYEES OR CONTRACTORS OR ANYONE DIRECTLY OR INDIRECTLY

EMPLOYED BY ANY OF THEM, OR ANYONE THEY CONTROL OR EXERCISE CONTROL OVER. THE LIABILITY ASSUMED BY AGENCY WILL NOT BE

AFFECTED BY THE FACT, IF IT IS A FACT, THAT THE DAMAGE, DESTRUCTION,

INJURY OR DEATH WAS OCCASIONED BY OR CONTRIBUTED TO BY THE

NEGLIGENCE OF BNSF, ITS AGENTS, SERVANTS, EMPLOYEES OR

OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE
2447
Contract Number: BF-20552020
11 of 59

PROXIMATELY CAUSED BY THE WILLFUL MISCONDUCT OR SOLE
NEGLIGENCE OF BNSF.

ARTICLE IV – JOINT OBLIGATIONS
IN CONSIDERATION of the premises, the parties hereto mutually agree to the following:
1) All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2) The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF.
3) Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF.
4) BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary 2448
Contract Number: BF-20552020
12 of 59
Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing:

Hillal Hamdan
Senior Civil Engineer
City of Richmond
[email protected]
450 Civic Center Plaza
Richmond, CA 94804
510-621-1612
5) Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify Hillal Hamdan for appropriate corrective action. 6) Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein.

BNSF’s Share must be paid upon completion of the Project.

In any action brought under this Agreement, the prevailing Party shall be entitled to recover its actual costs and attorneys fees pursuant to California Civil Code Section 1717, as well as other litigation costs, including expert witness fees. The prevailing Party shall also be entitled to recover all actual attorneys fees and litigation costs 2449
Contract Number: BF-20552020
13 of 59
incurred in connection with the enforcement of a judgment arising from such action or proceeding.
7) All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement.
8) The construction of the Project will not commence until Agency gives BNSF's Manager of Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF-20552020 and D.O.T.

Crossing No. 015342U and must state the time that construction activities will begin. 9) In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project:

A. Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Harbour Way South roadway, including the portion of roadway located between the tracks.

B. Agency will maintain the elevation of the Harbour Way South roadway approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail.

C. Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD.

D. Agency will do nothing and permit nothing to be done in the maintenance of the Harbour Way South roadway, which will interfere with or endanger facilities of BNSF.
2450
Contract Number: BF-20552020
14 of 59
E. It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto.

F. BNSF will, at its sole cost and expense, operate and maintain the Crossing Signal Equipment, Crossing Signal Control House, and the new crossing surfaces, from end-of-tie to end-of-tie, in proper condition G. Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement.

H. If a railway or highway improvement project necessitates rearrangement, relocation, or alteration of the Crossing Signal Equipment, Crossing Signal House, or the new crossing surface installed hereunder, the costs for such rearrangement, relocation or alteration will be the responsibility of the party requesting such changes.

I. If any of the Crossing Signal Equipment is partially or wholly destroyed, then such repair and/or replacement costs must be distributed among the parties as follows:
i) In the event the BNSF’s sole negligence destroys or damages the Crossing Signal Equipment and/or the Crossing Signal House, BNSF must, at its sole cost and expense, replace or repair such Crossing Signal Equipment and/or Crossing Signal House.
ii) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House.

J. If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program 2451
Contract Number: BF-20552020
15 of 59
participation and applicable Agency at the time of such replacement is warranted.
10) Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations.
11) Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of California and the Federal Highway Administration, for a period of three (3) years from the date of the final BNSF invoice under this Agreement.
12) The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13) In the event construction of the Project does not commence within six (6) months of the Effective Date, this Agreement will become null and void. 14) Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration.
15) To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 2452
Contract Number: BF-20552020
16 of 59
16) This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto.
17) Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses:

BNSF: BNSF's Manager Public Projects
740 East Carnegie Dr
San Bernardino, CA 92408
Agency: City of Richmond
Public Works Director
450 Civic Center Plaza
Richmond, CA 94804

SIGNATURE PAGE FOLLOWS
2453
Contract Number: BF-20552020
17 of 59
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by its duly qualified and authorized officials as of the day and year first above written.

BNSF RAILWAY COMPANY
By:

Printed Name:

Title:

City of Richmond
By:

Printed Name:

Title: _____________________
2454
Contract Number: BF-20552020
18 of 59
Exhibit A
2455
2456
2457
2458
2459
2460
2461
2462
2463
2464
2465
2466
Contract Number: BF-20552020
19 of 59
DocID #40317v1
Exhibit A-1
2467
2468
Concerns/Comments:

Bartlett & West Preparer: Bartlett & West Approval:
95800 ESMT
PE Area:
2,764 Sq. Ft. / 0.06 Acres
TE Area:
1,339 Sq. Ft. / 0.03 Acres
2469
Contract Number: BF-20552020
20 of 59
DocID #40317v1

EASEMENT AGREEMENT
FOR _____________________________
(C&M Agreement)
THIS EASEMENT AGREEMENT FOR _________________ ("Easement Agreement") is made and entered into as of the _______ day of _____________________ 20__ ("Effective Date"), by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Grantor"), and __________________________, a _______________________ ("Grantee").

A. Grantor owns or controls certain real property situated at or near the vicinity of _______________________, County of _____________, State of _________, at Mile Post __________, [Project # ___________], as described or depicted on Exhibit "A" attached hereto and made a part hereof (the "Premises").

B. Grantor and Grantee have entered into that certain Construction and Maintenance Agreement dated as of ______________________________________ concerning improvements on or near the Premises (the “C&M Agreement”).

C. Grantee has requested that Grantor grant to Grantee an easement over the Premises for the Easement Purpose (as defined below).

D. Grantor has agreed to grant Grantee such easement, subject to the terms and conditions set forth in this Easement and in the C&M Agreement incorporated herein as if fully set forth in this instrument which terms shall be in full force and effect for purposes of this Easement even if the C&M Agreement is, for whatever reason, no longer in effect.

NOW, THEREFORE, for and in consideration of the foregoing recitals which are incorporated herein, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1 Granting of Easement.

1.1 Easement Purpose. The "Easement Purpose" shall be for the purposes set forth in the C&M Agreement. Any improvements to be constructed in connection with the Easement Purpose are referred to herein as "Improvements" and shall be constructed, located, configured and maintained by Grantee in strict accordance with the terms of this Easement Agreement and the C&M Agreement.

1.2 Grant. Grantor does hereby grant unto Grantee a non-exclusive easement ("Easement") over the Premises for the Easement Purpose and for no other purpose. The Easement is granted subject to Easement Agreement Form 704CM; Rev. 03/23/2019
2470
Contract Number: BF-20552020
21 of 59
DocID #40317v1
any and all restrictions, covenants, easements, licenses, permits, leases and other encumbrances of whatsoever nature whether or not of record, if any, relating to the Premises and subject to all with all applicable federal, state and local laws, regulations, ordinances, restrictions, covenants and court or administrative decisions and orders, including Environmental Laws (defined below) and zoning laws (collectively, "Laws"). Grantee may not make any alterations or improvements or perform any maintenance or repair activities within the Premises except in accordance with the terms and conditions of the C&M Agreement.

1.3 Reservations by Grantor. Grantor excepts and reserves the right, to be exercised by Grantor and any other parties who may obtain written permission or authority from Grantor:
(a) to install, construct, maintain, renew, repair, replace, use, operate, change, modify and relocate any existing pipe, power, communication, cable, or utility lines and appurtenances and other facilities or structures of like character (collectively, "Lines") upon, over, under or across the Premises; (b) to install, construct, maintain, renew, repair, replace, use, operate, change, modify and relocate any tracks or additional facilities or structures upon, over, under or across the Premises; and (c) to use the Premises in any manner as the Grantor in its sole discretion deems appropriate, provided Grantor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Grantee for the Easement Purpose.

Section 2 Term of Easement. The term of the Easement, unless sooner terminated under provisions of this Easement Agreement, shall be perpetual.

Section 3 No Warranty of Any Conditions of the Premises. Grantee acknowledges that Grantor has made no representation whatsoever to Grantee concerning the state or condition of the Premises, or any personal property located thereon, or the nature or extent of Grantor's ownership interest in the Premises. Grantee has not relied on any statement or declaration of Grantor, oral or in writing, as an inducement to entering into this Easement Agreement, other than as set forth herein. GRANTOR HEREBY DISCLAIMS ANY REPRESENTATION OR

WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO THE DESIGN OR CONDITION OF

ANY PROPERTY PRESENT ON OR CONSTITUTING THE PREMISES, ITS

MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE

MATERIAL OR WORKMANSHIP OF ANY SUCH PROPERTY, OR THE CONFORMITY OF ANY SUCH PROPERTY TO ITS INTENDED USES. GRANTOR SHALL NOT BE RESPONSIBLE TO

GRANTEE OR ANY OF GRANTEE'S CONTRACTORS FOR ANY DAMAGES RELATING TO 2 Easement Agreement Form 704CM; Rev. 03/23/2019
2471
Contract Number: BF-20552020
22 of 59
DocID #40317v1

THE DESIGN, CONDITION, QUALITY, SAFETY, MERCHANTABILITY OR FITNESS FOR ANY

PARTICULAR PURPOSE OF ANY PROPERTY PRESENT ON OR CONSTITUTING THE PREMISES, OR THE CONFORMITY OF ANY SUCH PROPERTY TO ITS INTENDED USES.

GRANTEE ACCEPTS ALL RIGHTS GRANTED
UNDER THIS EASEMENT AGREEMENT IN THE PREMISES IN AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" CONDITION, AND SUBJECT TO ALL LIMITATIONS ON GRANTOR'S RIGHTS, INTERESTS AND TITLE TO THE PREMISES. Grantee has inspected or will inspect the Premises, and enters upon Grantor's rail corridor and property with knowledge of its physical condition and the danger inherent in Grantor's rail operations on or near the Premises. Grantee acknowledges that this Easement Agreement does not contain any implied warranties that Grantee or Grantee's Contractors (as hereinafter defined) can successfully construct or operate the Improvements.

Section 4 Nature of Grantor's Interest in the Premises. GRANTOR DOES NOT WARRANT

ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND GRANTEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. In case of the eviction of Grantee by anyone owning or claiming title to or any interest in the Premises, or by the abandonment by Grantor of the affected rail corridor, Grantor shall not be liable to refund Grantee any compensation paid hereunder.

Section 5 Improvements. Grantee shall take, in a timely manner, all actions necessary and proper to the lawful establishment, construction, operation, and maintenance of the Improvements, including such actions as may be necessary to obtain any required permits, approvals or authorizations from applicable governmental authorities. Any and all cuts and fills, excavations or embankments necessary in the construction, maintenance, or future alteration of the Improvements shall be made and maintained in such manner, form and extent as will provide adequate drainage of and from the adjoining lands and premises of the Grantor; and wherever any such fill or embankment shall or may obstruct the natural and pre-existing drainage from such lands and premises of the Grantor, the Grantee shall construct and maintain such culverts or drains as may be requisite to preserve such natural and pre-existing drainage, and shall also wherever necessary, construct extensions of existing drains, culverts or ditches through or along the premises of the Grantor, such extensions to be of adequate sectional dimensions to preserve the present flowage of drainage or other waters, and of materials and workmanship equally as good as those now existing. In the event any construction, repair, maintenance, work or other use of the Premises by Grantee will affect any Lines, fences, buildings, improvements or other facilities (collectively, "Other Improvements"), Grantee will be responsible at Grantee’s sole risk to locate and make any adjustments necessary to such Other Improvements. Grantee must contact the owner(s) of the Other Improvements notifying them of any work that may damage these Other Improvements and/or interfere with their service and obtain the owner’s written approval prior to so affecting the Other Improvements. Grantee must mark 22 Easement Agreement Form 704CM; Rev. 03/23/2019
2472
Contract Number: BF-20552020
23 of 59
DocID #40317v1
all Other Improvements on the Plans and Specifications and mark such Other Improvements in the field in order to verify their locations. Grantee must also use all reasonable methods when working on or near Grantor property to determine if any Other Improvements (fiber optic, cable, communication or otherwise) may exist. The Grantee agrees to keep the above-described premises free and clear from combustible materials and to cut and remove or cause to be cut and removed at its sole expense all weeds and vegetation on said premises, said work of cutting and removal to be done at such times and with such frequency as to comply with Grantee and local laws and regulations and abate any and all hazard of fire.

Section 6 Taxes and Recording Fees. Grantee shall pay when due any taxes, assessments or other charges (collectively, "Taxes") levied or assessed upon the Improvements by any governmental or quasigovernmental body or any Taxes levied or assessed against Grantor or the Premises that are attributable to the Improvements. Grantee agrees to purchase, affix and cancel any and all documentary stamps in the amount prescribed by statute, and to pay any and all required transfer taxes, excise taxes and any and all fees incidental to recordation of the Memorandum of Easement. In the event of Grantee's failure to do so, if Grantor shall become obligated to do so, Grantee shall be liable for all costs, expenses and judgments to or against Grantor, including all of Grantor's legal fees and expenses.

Section 7 Environmental.

7.1 Compliance with Environmental Laws. Grantee shall strictly comply with all federal, state and local environmental Laws in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and the Toxic Substances Control Act (collectively referred to as the "Environmental Laws"). Grantee shall not maintain a "treatment," "storage," "transfer" or "disposal" facility, or "underground storage tank," as those terms are defined by Environmental Laws, on the Premises. Grantee shall not handle, transport, release or suffer the release of "hazardous waste" or "hazardous substances", as "hazardous waste" and "hazardous substances" may now or in the future be defined by any Environmental Laws.

7.2 Notice of Release. Grantee shall give Grantor immediate notice to Grantor's Resource Operations Center at (800) 832-5452 of any release of hazardous substances on or from the Premises, violation of Environmental Laws, or inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Grantee's use of the Premises. Grantee shall use its best efforts to promptly respond to any release on or from the Premises. Grantee also shall give Grantor immediate notice of all measures undertaken on behalf of Grantee to investigate, remediate, respond to or otherwise cure such release or violation.

7.3 Remediation of Release. In the event that Grantor has notice from Grantee or otherwise of a release or violation of Environmental Laws which occurred or may occur during the term of this Easement Agreement, Grantor may require Grantee, at Grantee's sole risk and expense, to take timely measures to 4 Easement Agreement Form 704CM; Rev. 03/23/2019
2473
Contract Number: BF-20552020
24 of 59
DocID #40317v1
investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises. If during the construction or subsequent maintenance of the Improvements, soils or other materials considered to be environmentally contaminated are exposed, Grantee will remove and safely dispose of said contaminated soils. Determination of soils contamination and applicable disposal procedures thereof, will be made only by an agency having the capacity and authority to make such a determination.

7.4 Preventative Measures. Grantee shall promptly report to Grantor in writing any conditions or activities upon the Premises known to Grantee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons or property arising out of such conditions or activities; provided, however, that Grantee's reporting to Grantor shall not relieve Grantee of any obligation whatsoever imposed on it by this Easement Agreement. Grantee shall promptly respond to Grantor's request for information regarding said conditions or activities.

7.5 Evidence of Compliance. Grantee agrees periodically to furnish Grantor with proof satisfactory to Grantor that Grantee is in compliance with this Section 7. Should Grantee not comply fully with the abovestated obligations of this Section 7, notwithstanding anything contained in any other provision hereof, Grantor may, at its option, terminate this Easement Agreement by serving five (5) days' notice of termination upon Grantee. Upon termination, Grantee shall remove the Improvements and restore the Premises as provided in Section 9.

Section 8 Default and Termination.

8.1 Grantor's Performance Rights. If at any time Grantee, or Grantee's Contractors, fails to properly perform its obligations under this Easement Agreement, Grantor, in its sole discretion, may: (i) seek specific performance of the unperformed obligations, or (ii) at Grantee's sole cost, may arrange for the performance of such work as Grantor deems necessary for the safety of its rail operations, activities and property, or to avoid or remove any interference with the activities or property of Grantor, or anyone or anything present on the rail corridor or property with the authority or permission of Grantor. Grantee shall promptly reimburse Grantor for all costs of work performed on Grantee's behalf upon receipt of an invoice for such costs. Grantor's failure to perform any obligations of Grantee or Grantee's Contractors shall not alter the liability allocation set forth in this Easement Agreement.

8.2 Abandonment. Grantor may, at its option, terminate this Easement Agreement by serving five (5) days' notice in writing upon Grantee if Grantee should abandon or cease to use the Premises for the Easement Purpose. Any waiver by Grantor of any default or defaults shall not constitute a waiver of the right to terminate this Easement Agreement for any subsequent default or defaults, nor shall any such waiver in any way affect Grantor's ability to enforce any section of this Easement Agreement.
5 Easement Agreement Form 704CM; Rev. 03/23/2019
2474
Contract Number: BF-20552020
25 of 59
DocID #40317v1

8.3 Effect of Termination or Expiration. Neither termination nor expiration will release Grantee from any liability or obligation under this Easement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date the Premises are restored as required by Section 9.

8.4 Non-exclusive Remedies. The remedies set forth in this Section 8 shall be in addition to, and not in limitation of, any other remedies that Grantor may have under the C&M Agreement, at law or in equity.

Section 9 Surrender of Premises.

9.1 Removal of Improvements and Restoration. Upon termination of this Easement Agreement, whether by abandonment of the Easement or by the exercise of Grantor's termination rights hereunder, Grantee shall, at its sole cost and expense, immediately perform the following:
(a) remove all or such portion of Grantee's Improvements and all (b) appurtenances thereto from the Premises, as Grantor directs at Grantor's sole discretion;
(c) repair and restore any damage to the Premises arising from, growing out of, or connected with Grantee's use of the Premises; (d) remedy any unsafe conditions on the Premises created or aggravated by Grantee; and
(e) leave the Premises in the condition which existed as of the Effective Date.

9.2 Limited License for Entry. If this Easement Agreement is terminated, Grantor may direct Grantee to undertake one or more of the actions set forth above, at Grantee's sole cost, in which case Grantee shall have a limited license to enter upon the Premises to the extent necessary to undertake the actions directed by Grantor. The terms of this limited license include all of Grantee's obligations under this Easement Agreement. Termination will not release Grantee from any liability or obligation under this Easement Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, 6 Easement Agreement Form 704CM; Rev. 03/23/2019
2475
Contract Number: BF-20552020
26 of 59
DocID #40317v1
the date when Grantee's Improvements are removed and the Premises are restored to the condition that existed as of the Effective Date. If Grantee fails to surrender the Premises to Grantor upon any termination of the Easement, all liabilities and obligations of Grantee hereunder shall continue in effect until the Premises are surrendered.

Section 10 Liens. Grantee shall promptly pay and discharge any and all liens arising out of any construction, alterations or repairs done, suffered or permitted to be done by Grantee on the Premises or attributable to Taxes that are the responsibility of Grantee pursuant to Section

6. Grantor is hereby authorized to post any notices or take any other action upon or with respect to the Premises that is or may be permitted by Law to prevent the attachment of any such liens to any portion of the Premises; provided, however, that failure of Grantor to take any such action shall not relieve Grantee of any obligation or liability under this Section 10 or any other section of this Easement Agreement.

Section 11 Tax Exchange. Grantor may assign its rights (but not its obligations) under this Easement Agreement to Goldfinch Exchange Company LLC, an exchange intermediary, in order for Grantor to effect an exchange under Section 1031 of the Internal Revenue Code. In such event, Grantor shall provide Grantee with a Notice of Assignment, attached as Exhibit C, and Grantee shall execute an acknowledgement of receipt of such notice.

Section 12 Notices. Any notice required or permitted to be given hereunder by one party to the other shall be delivered in the manner set forth in the C&M Agreement. Notices to Grantor under this Easement shall be delivered to the following address: BNSF Railway Company, Real Estate Department, 2500 Lou Menk Drive, Ft. Worth, TX 76131, Attn: Permits, or such other address as Grantor may from time to time direct by notice to Grantee.

Section 13 Recordation. It is understood and agreed that this Easement Agreement shall not be in recordable form and shall not be placed on public record and any such recording shall be a breach of this Easement Agreement. Grantor and Grantee shall execute a Memorandum of Easement in the form attached hereto as Exhibit "B" (the "Memorandum of Easement") subject to changes required, if any, to conform such form to local recording requirements. The Memorandum of Easement shall be
7 Easement Agreement Form 704CM; Rev. 03/23/2019
2476
Contract Number: BF-20552020
27 of 59
DocID #40317v1
recorded in the real estate records in the county where the Premises are located. If a Memorandum of Easement is not executed by the parties and recorded as described above within ____ days of the Effective Date, Grantor shall have the right to terminate this Easement Agreement upon notice to Grantee.

Section 14 Miscellaneous.

14.1 All questions concerning the interpretation or application of provisions of this Easement Agreement shall be decided according to the substantive Laws of the State of [Texas] without regard to conflicts of law provisions.

14.2 In the event that Grantee consists of two or more parties, all the covenants and agreements of Grantee herein contained shall be the joint and several covenants and agreements of such parties. This instrument and all of the terms, covenants and provisions hereof shall inure to the benefit of and be binding upon each of the parties hereto and their respective legal representatives, successors and assigns and shall run with and be binding upon the Premises.

14.3 If any action at law or in equity is necessary to enforce or interpret the terms of this Easement Agreement, the prevailing party or parties shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party or parties may be entitled.

14.4 If any provision of this Easement Agreement is held to be illegal, invalid or unenforceable under present or future Laws, such provision will be fully severable and this Easement Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there will be added automatically as a part of this Easement Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

14.5 This Easement Agreement and the C&M Agreement, which is incorporated herein, is the full and complete agreement between Grantor and Grantee with respect to all matters relating to Grantee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Grantee's use of the Premises as described herein. However, nothing herein is intended to terminate any surviving obligation of Grantee or Grantee's obligation to defend and hold Grantor harmless in any prior written agreement between the parties.

14.6 Time is of the essence for the performance of this Easement Agreement. 8 Easement Agreement Form 704CM; Rev. 03/23/2019
2477
Contract Number: BF-20552020
28 of 59
DocID #40317v1
Section 15. Administrative Fee. Grantee acknowledges that a material consideration for this agreement, without which it would not be made, is the agreement between Grantee and Grantor, that the Grantee shall pay upon return of this Easement Agreement signed by Grantee to Grantor's Broker a processing fee in the amount of $___________ over and above the agreed upon acquisition price. Said fee shall be made payable to BNSF Railway Company by a separate check.

Witness the execution of this Easement Agreement as of the date first set forth above.

GRANTOR:

BNSF RAILWAY COMPANY, a Delaware corporation
By:

Name:

Title:

GRANTEE:
_____________________________________,
a _____________________________________
By:

Name:

Title:
9 Easement Agreement Form 704CM; Rev. 03/23/2019
2478
Contract Number: BF-20552020
29 of 59
DocID #40317v1
EXHIBIT "A"
Premises
Easement Exhibit - A Form 704CM; Rev. 03/23/2019
2479
Contract Number: BF-20552020
30 of 59
DocID #40317v1
EXHIBIT “B”

MEMORANDUM OF EASEMENT
THIS MEMORANDUM OF EASEMENT is hereby executed this ________ day of_________________, 201_, by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Grantor"), whose address for purposes of this instrument is 2500 Lou Menk Drive, Fort Worth, Texas 76131, and __________________________________________, a ____________________("Grantee"), whose address for purposes of this instrument is _________________________________, which terms "Grantor" and "Grantee" shall include, wherever the context permits or requires, singular or plural, and the heirs, legal representatives, successors and assigns of the respective parties:

WITNESSETH:

WHEREAS, Grantor owns or controls certain real property situated in ________ County, _________ as described on Exhibit "A" attached hereto and incorporated herein by reference (the "Premises');
WHEREAS, Grantor and Grantee entered into an Easement Agreement, dated _____________________________, 201_ (the "Easement Agreement") which set forth, among other things, the terms of an easement granted by Grantor to Grantee over and across the Premises (the "Easement"); and
WHEREAS, Grantor and Grantee desire to memorialize the terms and conditions of the Easement Agreement of record.

For valuable consideration the receipt and sufficiency of which are hereby acknowledged, Grantor does grant unto Grantee and Grantee does hereby accept from Grantor the Easement over and across the Premises.

The term of the Easement, unless sooner terminated under provisions of the Easement Agreement, shall be perpetual.

All the terms, conditions, provisions and covenants of the Easement Agreement are incorporated herein by this reference for all purposes as though written out at length herein, and both the Easement Agreement and this Memorandum of Easement shall be deemed to constitute a single instrument or document. This Memorandum of Easement is not intended to amend, Easement - Exhibit B Form 704CM; Rev. 03/23/2019
2480
Contract Number: BF-20552020
31 of 59
DocID #40317v1
modify, supplement, or supersede any of the provisions of the Easement Agreement and, to the extent there may be any conflict or inconsistency between the Easement Agreement or this Memorandum of Easement, the Easement Agreement shall control.

END OF PAGE – SIGNATURE PAGE FOLLOWS
2 Easement - Exhibit B Form 704CM; Rev. 03/23/2019
2481
Contract Number: BF-20552020
32 of 59
DocID #40317v1
IN WITNESS WHEREOF, Grantor and Grantee have executed this Memorandum of Easement to as of the date and year first above written.

GRANTOR:

BNSF RAILWAY COMPANY, a Delaware corporation
By:

Name:

Title:

STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was acknowledged before me on the ______ day of _________________, 20__, by ______________________________ (name) as
___________________________________(title) of BNSF RAILWAY COMPANY, a Delaware corporation.

Notary Public
My appointment expires:
(Seal)
3 Easement - Exhibit B Form 704CM; Rev. 03/23/2019
2482
Contract Number: BF-20552020
33 of 59
DocID #40317v1
GRANTEE:
_____________________________,
_____________________________
By:

Name:

Title:

STATE OF _______________ §
§
COUNTY OF _____________ §
This instrument was acknowledged before me on the ______ day of _______________________, 20__, by ___________________________________ (name) as ______________________________(title) of ___________________________________, a ________________________________________.

Notary Public
My appointment expires:
(Seal)
4 Easement - Exhibit B Form 704CM; Rev. 03/23/2019
2483
Contract Number: BF-20552020
34 of 59
DocID #40317v1
EXHIBIT "C"

CONTRACTOR REQUIREMENTS
1) General
A. The Contractor must cooperate with BNSF RAILWAY COMPANY, hereinafter referred to as "Railway" where work is over or under on or adjacent to Railway property and/or right-of-way, hereafter referred to as "Railway Property", during the construction of _______________________________________________________________________ _______________________________________________________________________ ______________________________________________________________________.

B. The Contractor must execute and deliver to the Railway duplicate copies of the Exhibit “C1” Agreement, in the form attached hereto, obligating the Contractor to provide and maintain in full force and effect the insurance called for under Section 3 of said Exhibit “C1”. Questions regarding procurement of the Railroad Protective Liability Insurance should be directed to Rosa Martinez at Marsh, USA, 214-303-8519.

C. The Contractor must plan, schedule, and conduct all work activities so as not to interfere with the movement of any trains on Railway Property.

D. The Contractor's right to enter Railway's Property is subject to the absolute right of Railway to cause the Contractor's work on Railway's Property to cease if, in the opinion of Railway, Contractor's activities create a hazard to Railway's Property, employees, and/or operations. Railway will have the right to stop construction work on the Project if any of the following events take place: (i) Contractor (or any of its subcontractors) performs the Project work in a manner contrary to the plans and specifications approved by Railway; (ii) Contractor (or any of its subcontractors), in Railway’s opinion, prosecutes the Project work in a manner which is hazardous to Railway property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Contractor fails to pay Railway for the Temporary Construction License or the Easement. The work stoppage will continue until all necessary actions are taken by Contractor or its subcontractor to rectify the situation to the satisfaction of Railway’s Division Engineer or until additional insurance has been delivered to and accepted by Railway. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, Railway may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of Railway. Railway’s right to stop the work is in addition to any other rights Railway may have including, but not limited to, actions or suits for damages or lost profits. In the event that Railway desires to stop 2484
Contract Number: BF-20552020
35 of 59
DocID #40317v1
construction work on the Project, Railway agrees to immediately notify the following individual in writing:
_______________________
_______________________
_______________________
_______________________
E. The Contractor is responsible for determining and complying with all Federal, State and Local Governmental laws and regulations, including, but not limited to environmental laws and regulations (including but not limited to the Resource Conservation and Recovery Act, as amended; the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, CERCLA), and health and safety laws and regulations. The Contractor hereby indemnifies, defends and holds harmless Railway for, from and against all fines or penalties imposed or assessed by Federal, State and Local Governmental Agencies against the Railway which arise out of Contractor's work under this Agreement.

F. The Contractor must notify (Agency) at (_____)_________________ and Railway's Manager Public Projects, telephone number (_____)_________________ at least thirty (30) calendar days before commencing any work on Railway Property. Contractor’s notification to Railway must refer to Railway's file ___________.

G. For any bridge demolition and/or falsework above any tracks or any excavations located with any part of the excavations located within, whichever is greater, twenty-five (25) feet of the nearest track or intersecting a slope from the plane of the top of rail on a 2 horizontal to 1 vertical slope beginning at eleven (11) feet from centerline of the nearest track, both measured perpendicular to center line of track, the Contractor must furnish the Railway five sets of working drawings showing details of construction affecting Railway Property and tracks. The working drawing must include the proposed method of installation and removal of falsework, shoring or cribbing, not included in the contract plans and two sets of structural calculations of any falsework, shoring or cribbing. For all excavation and shoring submittal plans, the current “BNSF-UPRR Guidelines for Temporary Shoring” must be used for determining the design loading conditions to be used in shoring design, and all calculations and submittals must be in accordance with the current “BNSF-UPRR Guidelines for Temporary Shoring”. All submittal drawings and calculations must be stamped by a registered professional engineer licensed to practice in the state the project is located. All calculations must take into consideration railway surcharge loading and must be designed to meet American Railway Engineering and Maintenance-of-Way Association (previously known as American Railway Engineering Association) Coopers E-80 live loading standard. All drawings and calculations must be stamped by a registered professional engineer licensed to practice in the state the project is located. The Contractor 2485
Contract Number: BF-20552020
36 of 59
DocID #40317v1
must not begin work until notified by the Railway that plans have been approved. The Contractor will be required to use lifting devices such as, cranes and/or winches to place or to remove any falsework over Railway's tracks. In no case will the Contractor be relieved of responsibility for results obtained by the implementation of said approved plans.

H. Subject to the movement of Railway's trains, Railway will cooperate with the Contractor such that the work may be handled and performed in an efficient manner. The Contractor will have no claim whatsoever for any type of damages or for extra or additional compensation in the event his work is delayed by the Railway. 2) Contractor Safety Orientation
A. No employee of the Contractor, its subcontractors, agents or invitees may enter Railway Property without first having completed Railway’s Engineering Contractor Safety Orientation, found on the web site www.BNSFContractor.com. The Contractor must ensure that each of its employees, subcontractors, agents or invitees completes Railway’s Engineering Contractor Safety Orientation through internet sessions before any work is performed on the Project. Additionally, the Contractor must ensure that each and every one of its employees, subcontractors, agents or invitees possesses a card certifying completion of the Railway Contractor Safety Orientation before entering Railway Property. The Contractor is responsible for the cost of the Railway Contractor Safety Orientation. The Contractor must renew the Railway Contractor Safety Orientation annually. Further clarification can be found on the web site or from the Railway’s Representative.
3) Railway Requirements
A. The Contractor must take protective measures as are necessary to keep railway facilities, including track ballast, free of sand, debris, and other foreign objects and materials resulting from his operations. Any damage to railway facilities resulting from Contractor's operations will be repaired or replaced by Railway and the cost of such repairs or replacement must be paid for by the Agency.

B. The Contractor must notify the Railway's Division Engineer ________________________ at (_____)_________________ and provide blasting plans to the Railway for review seven (7) calendar days prior to conducting any blasting operations adjacent to or on Railway's Property.

C. The Contractor must abide by the following temporary clearances during construction:
 15’-0” Horizontally from centerline of nearest track
 21’-6” Vertically above top of rail
2486
Contract Number: BF-20552020
37 of 59
DocID #40317v1
 27'-0" Vertically above top of rail for electric wires carrying less than 750 volts  28'-0" Vertically above top of rail for electric wires carrying 750 volts to 15,000 volts  30'-0" Vertically above top of rail for electric wires carrying 15,000 volts to 20,000 volts
 34'-0" Vertically above top of rail for electric wires carrying more than 20,000 volts D. Upon completion of construction, the following clearances shall be maintained:
 25’ Horizontally from centerline of nearest track
 23’ 6” Vertically above top of rail
E. Any infringement within State statutory clearances due to the Contractor's operations must be submitted to the Railway and to the (Agency) and must not be undertaken until approved in writing by the Railway, and until the (Agency) has obtained any necessary authorization from the State Regulatory Authority for the infringement. No extra compensation will be allowed in the event the Contractor's work is delayed pending Railway approval, and/or the State Regulatory Authority's approval.

F. In the case of impaired vertical clearance above top of rail, Railway will have the option of installing tell-tales or other protective devices Railway deems necessary for protection of Railway operations. The cost of tell-tales or protective devices will be borne by the Agency.

G. The details of construction affecting the Railway's Property and tracks not included in the contract plans must be submitted to the Railway by (Agency) for approval before work is undertaken and this work must not be undertaken until approved by the Railway.

H. At other than public road crossings, the Contractor must not move any equipment or materials across Railway's tracks until permission has been obtained from the Railway.

The Contractor must obtain a "Temporary Construction Crossing Agreement" from the Railway prior to moving his equipment or materials across the Railways tracks. The temporary crossing must be gated and locked at all times when not required for use by the Contractor. The temporary crossing for use of the Contractor will be constructed and, at the completion of the project, removed at the expense of the Contractor.

I. Discharge, release or spill on the Railway Property of any hazardous substances, oil, petroleum, constituents, pollutants, contaminants, or any hazardous waste is prohibited and Contractor must immediately notify the Railway's Resource Operations Center at 1(800) 832-5452, of any discharge, release or spills in excess of a reportable quantity.

Contractor must not allow Railway Property to become a treatment, storage or transfer facility as those terms are defined in the Resource Conservation and Recovery Act or any state analogue.
2487
Contract Number: BF-20552020
38 of 59
DocID #40317v1
J. The Contractor upon completion of the work covered by this contract, must promptly remove from the Railway's Property all of Contractor's tools, equipment, implements and other materials, whether brought upon said property by said Contractor or any Subcontractor, employee or agent of Contractor or of any Subcontractor, and must cause Railway's Property to be left in a condition acceptable to the Railway's representative. 4) Contractor Roadway Worker on Track Safety Program and Safety Action Plan A. Each Contractor that will perform work within 25 feet of the centerline of a track must develop and implement a Roadway Worker Protection/On Track Safety Program and work with Railway Project Representative to develop an on track safety strategy as described in the guidelines listed in the on track safety portion of the Safety Orientation. This Program must provide Roadway Worker protection/on track training for all employees of the Contractor, its subcontractors, agents or invitees. This training is reinforced at the job site through job safety briefings. Additionally, each Contractor must develop and implement the Safety Action Plan, as provided for on the web site www.BNSFContractor.com, which will be made available to Railway prior to commencement of any work on Railway Property.

During the performance of work, the Contractor must audit its work activities. The Contractor must designate an on-site Project Supervisor who will serve as the contact person for the Railway and who will maintain a copy of the Safety Action Plan, safety audits, and Material Safety Datasheets (MSDS), at the job site.

B. Contractor shall have a background investigation performed on all of its employees, subcontractors and agents who will be performing any services for Railroad under this Agreement which are determined by Railroad in its sole discretion a) to be on Railroad’s property, or b) that require access to Railroad Critical Infrastructure, Railroad Critical Information Systems, Railroad’s Employees, Hazardous Materials on Railroad’s property or is being transported by or otherwise in the custody of Railroad, or Freight in Transit involving Railroad.
i) The required background screening shall at a minimum meet the rail industry background screening criteria defined by the e-RAILSAFE Program as outlined at www.eRailsafe.com, in addition to any other applicable regulatory requirements. ii) Contractor shall obtain written consent from all its employees, subcontractors or agents screened in compliance with the e-RAILSAFE Program to participate in the Program on their behalf and to release completed background information to Railroad’s designee. Contractor shall be subject to periodic audit to ensure compliance.
2488
Contract Number: BF-20552020
39 of 59
DocID #40317v1
iii) Contractor subject to the e-RAILSAFE Program hereunder shall not permit any of its employees, subcontractors or agents to perform services hereunder who are not first approved under e-RAILSAFE Program standards. Railroad shall have the right to deny entry onto its premises or access as described in this section above to any of Contractor's employees, subcontractors or agents who do not display the authorized identification badge issued by a background screening service meeting the standards set forth in the e-RAILSAFE Program, or who in Railroad's opinion, which may not be unreasonable, may pose a threat to the safety or security of Railroad's operations, assets or personnel.
iv) Contractors shall be responsible for ensuring that its employees, subcontractors and agents are United States citizens or legally working in the United States under a lawful and appropriate work VISA or other work authorization.
5) Railway Flagger Services
A. The Contractor must give BNSF’s Scheduling Agent ([email protected]) a minimum of thirty (30) calendar days advance notice when flagging services will be required so that the Scheduling Agent can make appropriate arrangements (i.e., obtain availability and cost estimate for three (3) approved vendors for selection). If flagging services are scheduled in advance by the Contractor and it is subsequently determined by the parties hereto that such services are no longer necessary, the Contractor must give the Scheduling Agent ten (10) working days advance notice so that appropriate arrangements can be made to abolish the position pursuant to union requirements.

A. Unless determined otherwise by Railway’s Project Representative, Railway flagger will be required and furnished when Contractor’s work activities are located over, under and/or within twenty-five (25) feet measured horizontally from centerline of the nearest track and when cranes or similar equipment positioned beyond 25-feet from the track centerline could foul the track in the event of tip over or other catastrophic occurrence, but not limited thereto for the following conditions:
i) When, upon inspection by Railway’s Representative, other conditions warrant. ii) When any excavation is performed below the bottom of tie elevation, if, in the opinion of Railway's representative, track or other Railway facilities may be subject to movement or settlement.
iii) When work in any way interferes with the safe operation of trains at timetable speeds. iv) When any hazard is presented to Railway track, communications, signal, electrical, or other facilities either due to persons, material, equipment or blasting in the vicinity. 2489
Contract Number: BF-20552020
40 of 59
DocID #40317v1
v) Special permission must be obtained from the Railway before moving heavy or cumbersome objects or equipment which might result in making the track impassable.

B. Flagging services will be performed by qualified Railway flaggers. i) Flagging crew generally consists of one employee. However, additional personnel may be required to protect Railway Property and operations, if deemed necessary by the Railways Representative.
ii) Each time a flagger is called, the minimum period for billing will be the eight (8) hour basic day.
iii) The cost of flagger services provided by the Railway will be borne by (Agency). The estimated cost for one (1) flagger is approximately between $1,600.00-$1,800.00 for an eight (8) hour basic day with time and one-half or double time for overtime, rest days and holidays. The estimated cost for each flagger includes vacation allowance, paid holidays, Railway and unemployment insurance, public liability and property damage insurance, health and welfare benefits, vehicle, transportation, meals, lodging, radio, equipment, supervision and other costs incidental to performing flagging services. Negotiations for Railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase actual or estimated flagging rates. THE FLAGGING RATE IN EFFECT AT THE TIME OF

PERFORMANCE BY THE CONTRACTOR HEREUNDER WILL BE USED TO

CALCULATE THE ACTUAL COSTS OF FLAGGING PURSUANT TO THIS PARAGRAPH.
iv) The average train traffic on this route is ______ freight trains per 24-hour period at a timetable speed ______ MPH and ______ passenger trains at a timetable speed of ______ MPH.
6) Contractor General Safety Requirements
A. Work in the proximity of railway track(s) is potentially hazardous where movement of trains and equipment can occur at any time and in any direction. All work performed by contractors within 25 feet of any track must be in compliance with FRA Roadway Worker Protection Regulations.

B. Before beginning any task on Railway Property, a thorough job safety briefing must be conducted with all personnel involved with the task and repeated when the personnel or task changes. If the task is within 25 feet of any track, the job briefing must include the Railway's flagger, as applicable, and include the procedures the Contractor will use to 2490
Contract Number: BF-20552020
41 of 59
DocID #40317v1
protect its employees, subcontractors, agents or invitees from moving any equipment adjacent to or across any Railway track(s).

C. Workers must not work within 25 feet of the centerline of any track without an on track safety strategy approved by the Railway’s Project Representative. When authority is provided, every contractor employee must know: (1) who the Railway flagger is, and how to contact the flagger, (2) limits of the authority, (3) the method of communication to stop and resume work, and (4) location of the designated places of safety. Persons or equipment entering flag/work limits that were not previously job briefed, must notify the flagger immediately, and be given a job briefing when working within 25 feet of the center line of track.

D. When Contractor employees are required to work on the Railway Property after normal working hours or on weekends, the Railway's representative in charge of the project must be notified. A minimum of two employees must be present at all times.

E. Any employees, agents or invitees of Contractor or its subcontractors under suspicion of being under the influence of drugs or alcohol, or in the possession of same, will be removed from the Railway's Property and subsequently released to the custody of a representative of Contractor management. Future access to the Railway's Property by that employee will be denied.

F. Any damage to Railway Property, or any hazard noticed on passing trains must be reported immediately to the Railway's representative in charge of the project. Any vehicle or machine which may come in contact with track, signal equipment, or structure (bridge) and could result in a train derailment must be reported immediately to the Railway representative in charge of the project and to the Railway's Resource Operations Center at 1(800) 832-5452. Local emergency numbers are to be obtained from the Railway representative in charge of the project prior to the start of any work and must be posted at the job site.

G. For safety reasons, all persons are prohibited from having pocketknives, firearms or other deadly weapons in their possession while working on Railway's Property.

H. All personnel protective equipment (PPE) used on Railway Property must meet applicable OSHA and ANSI specifications. Current Railway personnel protective equipment requirements are listed on the web site, www.BNSFContractor.com, however, a partial list of the requirements include: a) safety glasses with permanently affixed side shields (no yellow lenses); b) hard hats; c) safety shoe with: hardened toes, above-the-ankle lace-up and a defined heel; and d) high visibility retro-reflective work wear. The Railway’s representative in charge of the project is to be contacted regarding local specifications for meeting requirements relating to hi-visibility work wear. Hearing protection, fall protection, 2491
Contract Number: BF-20552020
42 of 59
DocID #40317v1
gloves, and respirators must be worn as required by State and Federal regulations. (NOTE – Should there be a discrepancy between the information contained on the web site and the information in this paragraph, the web site will govern.) I. THE CONTRACTOR MUST NOT PILE OR STORE ANY MATERIALS, MACHINERY OR EQUIPMENT CLOSER THAN 25'-0" TO THE CENTER LINE OF THE NEAREST RAILWAY TRACK. MATERIALS, MACHINERY OR EQUIPMENT MUST NOT BE STORED OR LEFT WITHIN 250 FEET OF ANY HIGHWAY/RAIL AT-GRADE

CROSSINGS OR TEMPORARY CONSTRUCTION CROSSING, WHERE STORAGE OF

THE SAME WILL OBSTRUCT THE VIEW OF A TRAIN APPROACHING THE CROSSING. PRIOR TO BEGINNING WORK, THE CONTRACTOR MUST ESTABLISH A STORAGE AREA WITH CONCURRENCE OF THE RAILWAY'S REPRESENTATIVE.

J. Machines or vehicles must not be left unattended with the engine running. Parked machines or equipment must be in gear with brakes set and if equipped with blade, pan or bucket, they must be lowered to the ground. All machinery and equipment left unattended on Railway's Property must be left inoperable and secured against movement. (See internet Engineering Contractor Safety Orientation program for more detailed specifications)
K. Workers must not create and leave any conditions at the work site that would interfere with water drainage. Any work performed over water must meet all Federal, State and Local regulations.

L. All power line wires must be considered dangerous and of high voltage unless informed to the contrary by proper authority. For all power lines the minimum clearance between the lines and any part of the equipment or load must be; 200 KV or below - 15 feet; 200 to 350 KV - 20 feet; 350 to 500 KV - 25 feet; 500 to 750 KV - 35 feet; and 750 to 1000 KV - 45 feet. If capacity of the line is not known, a minimum clearance of 45 feet must be maintained. A person must be designated to observe clearance of the equipment and give a timely warning for all operations where it is difficult for an operator to maintain the desired clearance by visual means.
7) Excavation
A. Before excavating, the Contractor must determine whether any underground pipelines, electric wires, or cables, including fiber optic cable systems are present and located within the Project work area. The Contractor must determine whether excavation on Railway’s Property could cause damage to buried cables resulting in delay to Railway traffic and disruption of service to users. Delays and disruptions to service may cause business interruptions involving loss of revenue and profits. Before commencing excavation, the Contractor must contact BNSF’s Field Engineering Representative. All underground and 2492
Contract Number: BF-20552020
43 of 59
DocID #40317v1
overhead wires will be considered HIGH VOLTAGE and dangerous until verified with the company having ownership of the line. It is the Contractor's responsibility to notify any other companies that have underground utilities in the area and arrange for the location of all underground utilities before excavating.

B. The Contractor must cease all work and notify the Railway immediately before continuing excavation in the area if obstructions are encountered which do not appear on drawings. If the obstruction is a utility and the owner of the utility can be identified, then the Contractor must also notify the owner immediately. If there is any doubt about the location of underground cables or lines of any kind, no work must be performed until the exact location has been determined. There will be no exceptions to these instructions.

C. All excavations must be conducted in compliance with applicable OSHA regulations and, regardless of depth, must be shored where there is any danger to tracks, structures or personnel.

D. Any excavations, holes or trenches on the Railway's Property must be covered, guarded and/or protected when not being worked on. When leaving work site areas at night and over weekends, the areas must be secured and left in a condition that will ensure that Railway employees and other personnel who may be working or passing through the area are protected from all hazards. All excavations must be back filled as soon as possible. 8) Hazardous Waste, Substances and Material Reporting:

A. If Contractor discovers any hazardous waste, hazardous substance, petroleum or other deleterious material, including but not limited to any non-containerized commodity or material, on or adjacent to Railway's Property, in or near any surface water, swamp, wetlands or waterways, while performing any work under this Agreement, Contractor must immediately: (a) notify the Railway's Resource Operations Center at 1(800) 832-5452, of such discovery: (b) take safeguards necessary to protect its employees, subcontractors, agents and/or third parties: and (c) exercise due care with respect to the release, including the taking of any appropriate measure to minimize the impact of such release. 9) Personal Injury Reporting
A. The Railway is required to report certain injuries as a part of compliance with Federal Railroad Administration (FRA) reporting requirements. Any personal injury sustained by an employee of the Contractor, subcontractor or Contractor's invitees while on the Railway's Property must be reported immediately (by phone mail if unable to contact in person) to the Railway's representative in charge of the project. The Non-Employee Personal Injury Data Collection Form contained herein is to be completed and sent by Fax to the Railway 2493
Contract Number: BF-20552020
44 of 59
DocID #40317v1
at 1(817) 352-7595 and to the Railway’s Project Representative no later than the close of shift on the date of the injury.
2494
Contract Number: BF-20552020
45 of 59
DocID #40317v1

NON-EMPLOYEE PERSONAL INJURY DATA COLLECTION
(If injuries are in connection with rail equipment accident/incident, highway rail grade crossing accident or automobile accident, ensure that appropriate information is obtained, forms completed and that data entry personnel are aware that injuries relate to that specific event.) Injured Person Type:

Passenger on train (C) Non-employee (N)
(i.e., emp of another railroad, or, non-BNSF emp
involved in vehicle accident, including company
vehicles) Contractor/safety
iti (F)
Contractor/non-safety sensitive (G)
Volunteer/safety sensitive
(H)
Volunteer/other non-safety sensitive (I)
Non-trespasser (D) - to include highway users involved in highway rail grade crossing accidents who did not go around or through gates
Trespasser (E) - to include highway users involved in highway rail grade crossing accidents who went around or through gates
Non-trespasser (J) - Off railroad property
If train involved, Train ID:
________________________________
Transmit attached information to Accident/Incident Reporting Center by:

Fax 1-817-352-7595 or by Phone 1-800-697-6736 or email to: Accident[email protected] Officer Providing Information:
(Name) (Employee No.) (Phone #)

REPORT PREPARED TO COMPLY WITH FEDERAL ACCIDENT REPORTING REQUIREMENTS AND PROTECTED FROM DISCLOSURE PURSUANT TO 49 U.S.C. 20903 AND 83 U.S.C. 490
2495
Contract Number: BF-20552020
DocID #40317v1

NON-EMPLOYEE PERSONAL INJURY DATA COLLECTION
Please complete this form and provide to the BNSF supervisor, who will input this information into the EHS Star system. For questions, call (817) 352-1267 or email [email protected].

Accident City/State: Date: Time:

County: Temperature: Weather:
(if non-BNSF location)
Name (Last/First/MI):

Age: Gender (if available):

Company:
eRailsafe Badge Number: Expiration Date:

BNSF Contractor Badge Number: Expiration Date:

Injury: _ Body Part:
(e.g., laceration) (e.g., hand)
Description of accident (including how accident occurred, potential cause, etc.):

Work activity in progress at time of accident:

Tools, machinery, or hazardous materials involved in accident:

Treatment:

First Aid Only
Required Medical Treatment
Other Medical Treatment:

Dr. Name: Date:

Dr. Street Address: City: State: Zip:

Hospital Name:

Hospital Street Address: City: State: Zip:

Diagnosis:

THIS REPORT IS PART OF BNSF’S ACCIDENT REPORT PURSUANT TO THE ACCIDENT REPORTS STATUTE AND, AS SUCH SHALL NOT “BE

ADMITTED AS EVIDENCE OR USED FOR ANY PURPOSE IN ANY SUIT OR ACTION FOR DAMAGES GROWING OUT OF ANY MATTER MENTIONED IN SAID REPORT….” 49 U.S.C. § 20903. See 49 C.F.R. § 225.7(b). 2496
Contract Number: BF-20552020
DocID #40317v1
EXHIBIT "C-1"
Agreement Between

BNSF RAILWAY COMPANY
and the

CONTRACTOR
Railway File: ______________________________________
Agency Project: ______________________________________
Account Name, a/an State or Country of Formation Type of Organization (hereinafter called “Contractor”), has entered into an agreement (hereinafter called “Agreement”) dated _______________, Contractor with Agency for the performance of certain work in connection with the following project:___________________. Performance of such work will necessarily require Contractor to enter BNSF RAILWAY COMPANY (hereinafter called "Railway") right of way and property (hereinafter called "Railway Property"). The Agreement provides that no work will be commenced within Railway Property until the Contractor employed in connection with said work for Agency (i) executes and delivers to Railway an Agreement in the form hereof, and (ii) provides insurance of the coverage and limits specified in such Agreement and Section 3 herein.

If this Agreement is executed by a party who is not the Owner, General Partner, President or Vice President of Contractor, Contractor must furnish evidence to Railway certifying that the signatory is empowered to execute this Agreement on behalf of Contractor.

Accordingly, in consideration of Railway granting permission to Contractor to enter upon Railway Property and as an inducement for such entry, Contractor, effective on the date of the Agreement, has agreed and does hereby agree with Railway as follows:
1) RELEASE OF LIABILITY AND INDEMNITY
A. Contractor hereby waives, releases, indemnifies, defends and holds harmless Railway for all judgments, awards, claims, demands, and expenses (including attorneys' fees), for injury or death to all persons, including Railway's and Contractor's officers and employees, and for loss and damage to property 2497
Contract Number: BF-20552020
DocID #40317v1
belonging to any person, arising in any manner from Contractor's or any of Contractor's subcontractors' acts or omissions or any work performed on or about Railway’s property or right-of-way. THE LIABILITY ASSUMED BY

CONTRACTOR WILL NOT BE AFFECTED BY THE FACT, IF IT IS A FACT,

THAT THE DESTRUCTION, DAMAGE, DEATH, OR INJURY WAS

OCCASIONED BY OR CONTRIBUTED TO BY THE NEGLIGENCE OF

RAILWAY, ITS AGENTS, SERVANTS, EMPLOYEES OR OTHERWISE,

EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE PROXIMATELY

CAUSED BY THE WILLFUL MISCONDUCT OR SOLE NEGLIGENCE OF
RAILWAY.

B. It is mutually negotiated between the parties that the indemnification obligation shall include all claims brought by Contractor’s employees against Railway, its agents, servants, employees or otherwise, and Contractor expressly waives its immunity under the industrial insurance act (RCW Title 51) and assumes potential liability for all actions brought by its employees.

C. THE INDEMNIFICATION OBLIGATION ASSUMED BY CONTRACTOR

INCLUDES ANY CLAIMS, SUITS OR JUDGMENTS BROUGHT AGAINST

RAILWAY UNDER THE FEDERAL EMPLOYEE'S LIABILITY ACT,

INCLUDING CLAIMS FOR STRICT LIABILITY UNDER THE SAFETY

APPLIANCE ACT OR THE LOCOMOTIVE INSPECTION ACT, WHENEVER SO CLAIMED.

D. Contractor further agrees, at its expense, in the name and on behalf of Railway, that it will adjust and settle all claims made against Railway, and will, at Railway's discretion, appear and defend any suits or actions of law or in equity brought against Railway on any claim or cause of action arising or growing out of or in any manner connected with any liability assumed by Contractor under this Agreement for which Railway is liable or is alleged to be liable. Railway will give notice to Contractor, in writing, of the receipt or dependency of such claims and thereupon Contractor must proceed to adjust and handle to a conclusion such claims, and in the event of a suit being brought against Railway, Railway may forward summons and complaint or other process in connection therewith to Contractor, and Contractor, at Railway's discretion, must defend, adjust, or settle such suits and protect, indemnify, and save harmless Railway from and against all damages, judgments, decrees, attorney's fees, costs, and expenses growing out of or resulting from or incident to any such claims or suits. 2498
Contract Number: BF-20552020
DocID #40317v1
E. In addition to any other provision of this Agreement, in the event that all or any portion of this Article shall be deemed to be inapplicable for any reason, including without limitation as a result of a decision of an applicable court, legislative enactment or regulatory order, the parties agree that this Article shall be interpreted as requiring Contractor to indemnify Railway to the fullest extent permitted by applicable law. THROUGH THIS AGREEMENT THE PARTIES

EXPRESSLY INTEND FOR CONTRACTOR TO INDEMNIFY RAILWAY FOR RAILWAY’S ACTS OF NEGLIGENCE.

F. It is mutually understood and agreed that the assumption of liabilities and indemnification provided for in this Agreement survive any termination of this Agreement.
2) TERM
A. This Agreement is effective from the date of the Agreement until (i) the completion of the project set forth herein, and (ii) full and complete payment to Railway of any and all sums or other amounts owing and due hereunder. 3) INSURANCE
Contractor shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage:

1. Commercial General Liability “CGL” Insurance

1. The policy will provide a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000 but in no event less than the amount otherwise carried by the contractor. Coverage must be purchased on a post 2004 ISO occurrence form or equivalent and 2499
Contract Number: BF-20552020
DocID #40317v1
include coverage for, but not limited to, the following:

1. Bodily Injury and Property Damage

2. Personal Injury and Advertising Injury

3. Fire legal liability

4. Products and completed operations

2. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance:

1. definition of “Insured Contract” will be amended to remove any exclusion or other limitation for any work being done within 50 feet of RAILWAY’s property.

2. Waiver of subrogation in favor of and acceptable to
RAILWAY; and

3. Additional insured endorsement in favor of and acceptable to RAILWAY and include coverage for ongoing operations and completed operations; and

4. Separation of insureds; and

5. The policy will be primary and non-contributing with respect to any insurance carried by RAILWAY.

3. It is agreed that the workers’ compensation and employers’ liability related exclusions in the Commercial General Liability insurance policy(s) required herein are intended to apply to employees of the policy holder and shall not apply to Railway employees.

4. No other endorsements limiting coverage as respects obligations under this Agreement may be included on the policy with regard to the work being performed under this agreement.

2. Business Automobile Insurance

1. The insurance will provide minimum coverage with a combined 2500
Contract Number: BF-20552020
DocID #40317v1
single limit of at least $1,000,000 per accident, and include coverage for, but not limited to the following:

1. Bodily injury and property damage

2. Any and all vehicles owned, used or hired

2. The policy will include the following endorsements or language, which will be indicated on or attached to the certificate of insurance:

1. Waiver of subrogation in favor of and acceptable to
RAILWAY;

2. Additional insured endorsement in favor of and acceptable to RAILWAY;

3. Separation of insureds;

4. The policy shall be primary and non-contributing with respect to any insurance carried by RAILWAY.

3. Workers Compensation and Employers Liability Insurance

1. Workers Compensation and Employers Liability insurance including coverage for, but not limited to:

1. Contractor’s statutory liability under the worker’s
compensation laws of the state(s) in which the work is to be performed. If optional under State law, the insurance must cover all employees anyway.

2. Employers’ Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee.

2. This policy shall also contain the following endorsements or 2501
Contract Number: BF-20552020
DocID #40317v1
language, which shall be indicated on the certificate of insurance:

1. Waiver of subrogation in favor of and acceptable to Railway.

4. Railroad Protective Liability insurance

1. Railroad Protective Liability insurance naming only the Railway as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The policy Must be issued on a standard ISO form CG 00 35 12 04 and include the following:

1. Endorsed to include the Pollution Exclusion Amendment

2. Endorsed to include the Limited Seepage and Pollution Endorsement.

3. Endorsed to remove any exclusion for punitive damages.

4. No other endorsements restricting coverage may be added.

5. The original policy must be provided to the Railway prior to performing any work or services under this Agreement.

6. Definition of “Physical Damage to Property” shall be endorsed to read: “means direct and accidental loss of or damage to all property owned by any named insured and all property in any named insured’ care, custody, and control arising out of the acts or omissions of the contractor named on the
Declarations.

In lieu of providing a Railroad Protective Liability Policy, Licensee may participate (if available) in Railway’s Blanket Railroad Protective Liability Insurance Policy.

1. Other Requirements:

1. Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages.

2. Contractor agrees to waive its right of recovery against Railway for all claims and suits against Railway. In addition, its insurers, through the terms of the policy or policy endorsement, waive their right of 2502
Contract Number: BF-20552020
DocID #40317v1
subrogation against Railway for all claims and suits. Contractor further waives its right of recovery, and its insurers also waive their right of subrogation against Railway for loss of its owned or leased property or property under Contractor’s care, custody or control.

3. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above.

4. Contractor is not allowed to self-insure without the prior written consent of Railway. If granted by Railway, any self-insured retention or other financial responsibility for claims shall be covered directly by Contractor in lieu of insurance. Any and all Railway liabilities that would otherwise, in accordance with the provisions of this Agreement, be covered by Contractor’s insurance will be covered as if Contractor elected not to include a deductible, self-insured retention or other financial responsibility for claims.

5. Prior to commencing services, Contractor shall furnish to Railway an acceptable certificate(s) of insurance from an authorized representative evidencing the required coverage(s), endorsements, and amendments. The certificate should be directed to the following address:

BNSF Railway Company
c/o CertFocus
P.O. Box 140528
Kansas City, MO 64114
Toll Free: 877-576-2378
Fax number: 817-840-7487
Email: [email protected]
www.certfocus.com

6. Contractor shall notify Railway in writing at least 30 days prior to any cancellation, non-renewal, substitution or material alteration.

7. Any insurance policy shall be written by a reputable insurance company acceptable to Railway or with a current Best’s Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided.
2503
Contract Number: BF-20552020
DocID #40317v1

8. If coverage is purchased on a “claims made” basis, Contractor hereby agrees to maintain coverage in force for a minimum of three years after expiration, cancellation or termination of this Agreement.

Annually Contractor agrees to provide evidence of such coverage as required hereunder.

9. Contractor represents that this Agreement has been thoroughly reviewed by Contractor’s insurance agent(s)/broker(s), who have been instructed by Contractor to procure the insurance coverage required by this Agreement.

10. Not more frequently than once every five years, Railway may reasonably modify the required insurance coverage to reflect thencurrent risk management practices in the railroad industry and underwriting practices in the insurance industry.

11. If any portion of the operation is to be subcontracted by Contractor, Contractor shall require that the subcontractor shall provide and maintain insurance coverage(s) as set forth herein, naming Railway as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Railway to the same extent and under the same terms and conditions as Contractor is required to release, defend and indemnify Railway herein.

12. Failure to provide evidence as required by this section shall entitle, but not require, Railway to terminate this Agreement immediately.

Acceptance of a certificate that does not comply with this section shall not operate as a waiver of Contractor's obligations hereunder.

13. The fact that insurance (including, without limitation, self-insurance) is obtained by Contractor shall not be deemed to release or diminish the liability of Contractor including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Railway shall not be limited by the amount of the required insurance coverage.

14. In the event of a claim or lawsuit involving Railway arising out of this agreement, Contractor will make available any required policy covering such claim or lawsuit.
2504
Contract Number: BF-20552020
DocID #40317v1

15. These insurance provisions are intended to be a separate and distinct obligation on the part of the Contractor. Therefore, these provisions shall be enforceable and Contractor shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable in the jurisdiction in which the work covered hereunder is performed.

16. For purposes of this section, Railway shall mean “Burlington Northern Santa Fe LLC”, “BNSF Railway Company” and the
subsidiaries, successors, assigns and affiliates of each. 4) SALES AND OTHER TAXES
A. In the event applicable sales taxes of a state or political subdivision of a state of the United States are levied or assessed in connection with and directly related to any amounts invoiced by Contractor to Railway (“Sales Taxes”), Railway shall be responsible for paying only the Sales Taxes that Contractor separately states on the invoice or other billing documents provided to Railway; provided, however, that (i) nothing herein shall preclude Railway from claiming whatever Sales Tax exemptions are applicable to amounts Contractor bills Railway, (ii) Contractor shall be responsible for all sales, use, excise, consumption, services and other taxes which may accrue on all services, materials, equipment, supplies or fixtures that Contractor and its subcontractors use or consume in the performance of this Agreement, (iii) Contractor shall be responsible for Sales Taxes (together with any penalties, fines or interest thereon) that Contractor fails to separately state on the invoice or other billing documents provided to Railway or fails to collect at the time of payment by Railway of invoiced amounts (except where Railway claims a Sales Tax exemption), and (iv) Contractor shall be responsible for Sales Taxes (together with any penalties, fines or interest thereon) if Contractor fails to issue separate invoices for each state in which Contractor delivers goods, provides services or, if applicable, transfers intangible rights to Railway.

B. Upon request, Contractor shall provide Railway satisfactory evidence that all taxes (together with any penalties, fines or interest thereon) that Contractor is responsible to pay under this Agreement have been paid. If a written claim is made against Contractor for Sales Taxes with respect to which Railway may be liable for under this Agreement, Contractor shall promptly notify Railway of such claim and provide Railway copies of all correspondence received from the taxing 2505
Contract Number: BF-20552020
DocID #40317v1
authority. Railway shall have the right to contest, protest, or claim a refund, in Railway’s own name, any Sales Taxes paid by Railway to Contractor or for which Railway might otherwise be responsible for under this Agreement; provided, however, that if Railway is not permitted by law to contest any such Sales Tax in its own name, Contractor shall, if requested by Railway at Railway’s sole cost and expense, contest in Contractor’s own name the validity, applicability or amount of such Sales Tax and allow Railway to control and conduct such contest.

C. Railway retains the right to withhold from payments made under this Agreement amounts required to be withheld under tax laws of any jurisdiction. If Contractor is claiming a withholding exemption or a reduction in the withholding rate of any jurisdiction on any payments under this Agreement, before any payments are made (and in each succeeding period or year as required by law), Contractor agrees to furnish to Railway a properly completed exemption form prescribed by such jurisdiction. Contractor shall be responsible for any taxes, interest or penalties assessed against Railway with respect to withholding taxes that Railway does not withhold from payments to Contractor.
5) EXHIBIT “C” CONTRACTOR REQUIREMENTS
A. The Contractor must observe and comply with all provisions, obligations, requirements and limitations contained in the Agreement, and the Contractor Requirements set forth on Exhibit “C” attached to the Agreement and this Agreement, including, but not be limited to, payment of all costs incurred for any damages to Railway roadbed, tracks, and/or appurtenances thereto, resulting from use, occupancy, or presence of its employees, representatives, or agents or subcontractors on or about the construction site. Contractor shall execute a Temporary Construction Crossing Agreement or Private Crossing Agreement (http://www.bnsf.com/communities/faqs/permits-real-estate/), for any temporary crossing requested to aid in the construction of this Project, if approved by BNSF. 6) TRAIN DELAY
A. Contractor is responsible for and hereby indemnifies and holds harmless Railway (including its affiliated railway companies, and its tenants) for, from and against all damages arising from any unscheduled delay to a freight or passenger train which affects Railway's ability to fully utilize its equipment and to meet customer service and contract obligations. Contractor will be billed, as further provided below, for the economic losses arising from loss of use of equipment, contractual loss of incentive pay and bonuses and contractual penalties resulting from train 2506
Contract Number: BF-20552020
DocID #40317v1
delays, whether caused by Contractor, or subcontractors, or by the Railway performing work under this Agreement. Railway agrees that it will not perform any act to unnecessarily cause train delay.

B. For loss of use of equipment, Contractor will be billed the current freight train hour rate per train as determined from Railway's records. Any disruption to train traffic may cause delays to multiple trains at the same time for the same period.

C. Additionally, the parties acknowledge that passenger, U.S. mail trains and certain other grain, intermodal, coal and freight trains operate under incentive/penalty contracts between Railway and its customer(s). Under these arrangements, if Railway does not meet its contract service commitments, Railway may suffer loss of performance or incentive pay and/or be subject to penalty payments.

Contractor is responsible for any train performance and incentive penalties or other contractual economic losses actually incurred by Railway which are attributable to a train delay caused by Contractor or its subcontractors.

D. The contractual relationship between Railway and its customers is proprietary and confidential. In the event of a train delay covered by this Agreement, Railway will share information relevant to any train delay to the extent consistent with Railway confidentiality obligations. The rate then in effect at the time of performance by the Contractor hereunder will be used to calculate the actual costs of train delay pursuant to this agreement.

E. Contractor and its subcontractors must give Railway’s representative four (4) weeks advance notice of the times and dates for proposed work windows.

Railway and Contractor will establish mutually agreeable work windows for the project. Railway has the right at any time to revise or change the work windows due to train operations or service obligations. Railway will not be responsible for any additional costs or expenses resulting from a change in work windows.

Additional costs or expenses resulting from a change in work windows shall be accounted for in Contractor’s expenses for the project.

F. Contractor and subcontractors must plan, schedule, coordinate and conduct all Contractor's work so as to not cause any delays to any trains.

SIGNATURE PAGE FOLLOWS
2507
Contract Number: BF-20552020
DocID #40317v1
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer the day and year first above written.

BNSF RAILWAY COMPANY Contractor
Signature: Signature:

Printed Name: Printed Name:

Title: _________________ Title:

Date: Date:

Accepted and effective this _____________________.

Contact Person:

Address:

City:

State: Zip:

Fax:

Phone:

E-mail:
2508
Contract Number: BF-20552020
DocID #40317v1

EXHIBIT D

BNSF COST ESTIMATE

CITY OF RICHMOND
Harbour Way South (at Wright Avenue)
LS 7678 - MP 1190.969
Richmond Inner Harbor Subdivision
DOT # 015342U
Administration $ 50,000
Inspection/Coordination $ 100,000
Track Work $ 500,000
Signal $ 550,000
Total $ 1,200,000
Contingency @ 20% $ 240,000
TOTAL $ 1,440,000
Note: This is an estimate only. BNSF will bill on an actual cost basis. 2509
2510
2511
2512
2513
2514
2515
2516
2517
2518
2519
2520
2521
Reso. No. XX-26

DocID #72080v1
RESOLUTION NO. XX-26

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND

AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE A GRADE

CROSSING CONSTRUCTION AND MAINTENANCE AGREEMENT AND RELATED

EASEMENT DOCUMENTS WITH BURLINGTON NORTHERN SANTA FE RAILWAY (BNSF) FOR SAFETY IMPROVEMENTS AT THE HARBOUR WAY SOUTH AND

WRIGHT AVENUE RAILROAD CROSSING AND AUTHORIZING PAYMENT OF

ASSOCIATED PROJECT COSTS
WHEREAS, on July 22, 2021, the City Council of the City of Richmond adopted a resolution authorizing the City Manager, or designee, to enter into an agreement with the California Department of Transportation (Caltrans) for the Preliminary Engineering Phase of the Harbour Way South and Wright Avenue Railroad Grade Crossing Project funded through the Section 130 Highway Railroad Grade Crossing Safety Program; and
WHEREAS, on December 19, 2023, the City Council adopted a resolution appropriating Section 130 Highway Railroad Grade Crossing Safety Program funds and authorizing a professional services agreement for design and implementation support associated with the Harbour Way South and Wright Avenue Railroad Crossing Project; and WHEREAS, the City of Richmond is working with the California Public Utilities Commission (CPUC), Caltrans, and Burlington Northern Santa Fe Railway (BNSF)to implement safety improvements at the existing railroad crossing located at Harbour Way South and Wright Avenue; and
WHEREAS, the proposed improvements include roadway upgrades, railroad crossing surface improvements, traffic signal and railroad activation equipment, striping, signage, pedestrian improvements, and related multimodal safety enhancements intended to improve circulation and reduce conflicts between trains, vehicles, bicyclists, and pedestrians; and WHEREAS, portions of the project are located within BNSF right-of-way and require the City to enter into a Grade Crossing Construction and Maintenance Agreement in order to access railroad property and complete construction of the planned improvements; and WHEREAS, the agreement establishes responsibilities related to construction access, railroad coordination, maintenance obligations, insurance requirements, and ongoing operation of the completed improvements; and
WHEREAS, fees associated with the agreement, including easement, temporary construction license, administrative, and railroad coordination costs, are anticipated to be reimbursable through the Caltrans Railway-Highway Crossings (Section 130) Program; and WHEREAS, funding for the project is included in the approved Capital Improvement Program budget under Account String 15436431-400733-23022.

NOW THEREFORE, BE IT RESOLVED:

Section 1. The City Council finds and determines that the above recitals are true and correct and incorporates them herein by reference. The City Council further finds that the Agenda Report accompanying this item has served as the basis for the actions taken in this Resolution.

Section 2. The City Council hereby authorizes the City Manager, or designee, to execute a Grade Crossing Construction and Maintenance Agreement, temporary construction license and related implementation documents with Burlington Northern Santa Fe (BNSF) Railway necessary to complete the Harbour Way South and Wright Avenue railroad crossing safety improvements project.
2522
Reso. No. XX-26

DocID #72080v1
Section 3. The City Council further authorizes payment of associated license, administrative, railroad coordination, and force-account costs using available grant reimbursement funding and approved project appropriations.

Section 4. The City Manager, or designee, is authorized to take all administrative actions necessary to implement the project and carry out the intent of this Resolution.

Section 5. The City Clerk is designated as the custodian of the documents and materials that constitute the record of proceedings upon which this decision is based. These records are maintained at the Office of the City Clerk, Richmond City Hall, 450 Civic Center Plaza, Richmond, CA 94804.

Section 6. This Resolution shall become effective immediately upon its passage. *********************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held June 16, 2026 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

PAMELA CHRISTIAN

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

EDUARDO MARTINEZ
Mayor
Approved as to form:

SHANNON MORE
Interim City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. XX-26, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on June 16, 2026.

Pamela Christian, Clerk of the City of Richmond
2523

June 16, 2026
Public Works
DATE: June 16, 2026
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works
Josef Munoz, Assistant Deputy Director of Public Works
Jene Levine Snipes, Development Project Manage
Subject: Contract with FBD Vanguard Construction, Inc. for the Richmond Art and Lighting Safety and Accessibility
Improvements Project
FINANCIAL IMPACT: The proposed $3,577,318 construction contract amount is included within the approved Fiscal Year 2025-2026
Richmond Art and Lighting Safety and Accessibility
Improvements Project budget and is funded through
Caltrans grant funding and local funds (Account Strings:
15436431-400708-23031 and 20136031-400708-23031).

PREVIOUS COUNCIL
ACTION:

October 18, 2022
June 18, 2024

STATEMENT OF THE
ISSUE:

The Interstate 80 undercrossing at Macdonald Avenue,
Barrett Avenue, and San Pablo Avenue are currently
dark and lack adequate pedestrian-scale lighting and
accessibility features. To improve safety and revitalize these corridors, City staff is seeking a construction
contract to complete these streetscape improvements
RECOMMENDED ACTION: ADOPT a resolution to APPROVE a construction contract with FBD Vanguard Construction, Inc. for the Richmond
Art and Lighting Safety and Accessibility Improvements
Project in an amount not to exceed $3,577,318 (Base Bid of $3,252,107 plus a City-controlled contingency of
$325,211, equal to ten percent of the contract amount); AUTHORIZE the City Manager, or designee, to execute;
and AUTHORIZE the Director of Public Works to approve
change orders, if necessary, up to the contingency
AGENDA
REPORT
2524

June 16, 2026
amount. Public Works Department – (Jene Levine Snipes
510-307-8132 / Daniel Chavarria 510-620-5478).

DISCUSSION:

Project Background and Scope
The Richmond Art and Lighting Safety and Accessibility Improvements Project is a revitalization effort focused on the Macdonald, Barrett, and San Pablo Avenues undercrossing beneath Interstate 80 (Attachment 1). By supplementing the existing and future wall murals with enhanced lighting and accessibility enhancements, the project aims to transform these wide, naturally dark spaces into vibrant and safe pedestrian corridors.

The initiative combines functional safety upgrades—such as new streetlights, protective bollards, and compliant accessible curb ramps—with creative installations designed to brighten the environment and deter graffiti. These improvements will create a more secure, accessible, and visually engaging experience for everyone traveling through these vital city connections.

Project Funding
The City has secured $4,700,000 in funding for this Project, which includes $4,000,000 in Caltrans Grant Funding and $700,000 in local funds.

Bidding Process and Evaluation
Following a public bidding process hosted on PlanetBids from December 22, 2025, to January 27, 2026 (Attachment 2), the City received two responsive bids for the project reflected below:
 Ray’s Electric (Gruendl Inc.) submitted a bid of $3,833,194,  FBD Vanguard Construction, Inc. submitted a bid of $3,252,107.

After a thorough evaluation, City staff verified that both bids met all procurement requirements. FBD Vanguard Construction, Inc. was identified as the lowest responsive and responsible bidder.

Recommendation
City staff recommend that the City Council adopt a resolution to approve a construction contract for the Richmond Art and Lighting Safety and Accessibility Project to FBD Vanguard Construction, Inc. (Attachment 3) The total recommended not to exceed contract amount is $3,577,318, calculated as follows:

Component Amount
Base Bid $3,252,107
10% Contingency $325,211
Total Recommended Amount $3,577,318
2525

June 16, 2026
City staff further recommend authorizing City Manager to execute the agreement and the Director of Public Works to approve change orders, if necessary, for up to the 10 percent contingency amount of $325,211 (Attachment 4).

DOCUMENTS ATTACHED:

Attachment 1 – Project Location Map
Attachment 2 – Bid Summary Report
Attachment 3 – Resolution Richmond Art and Lighting Safety and Accessibility Project
Attachment 4 – Proposed Construction Agreement
2526
ATTACHMENT 4: LOCATION MAP
1 RICHMOND ART AND LIGHTING

SAFETY AND ACCESSIBILITY IMPROVEMENTS PROJECT
UNDERPASS LOCATIONS OF IMPROVEMENTS:

BARRETT AVE, MACDONALD AVE AND SAN PABLO AVE

2527
City of Richmond
Printed on: 5/1/2026, 3:14:52 PM
URL: https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidInformation Bid Detail
Bid Bond

RICHMOND ARTAND LIGHTINGSAFETYAND ACCESSIBILITY IMPROVEMENTS Project Title RICHMOND ART AND LIGHTING SAFETY AND ACCESSIBILITY IMPROVEMENTS Invitation #
Bid Posting Date 12/22/2025 4:58 PM (PDT)
Project Stage Closed
Bid Due Date 01/29/2026 2:00 PM (PDT)
Response Format Electronic
Project Type Bid
Response Types Line Items
General Attachment
Type of Award Lump Sum
Categories 21000 - Concrete And Metal Products, Culverts, Pilings, Septic Tanks, Accessories And Supplies 55000 - Markers, Plaques And Traffic Control Devices
74500 - Road And Highway Building Materials (Asphaltic) 74556 - Joint Sealants: Asphalt, Elastomeric Materials, Glass Filament, Impervious Membranes, Plastic, Rubber, Silicones, Water Stops, Etc.
75001 - Asphalt Concrete
75500 - Road And Highway Asphalt And Concrete Handling And Processing Equipment 80160 - Signs: Construction (Including Roll-Up Type Message Signs) 91051 - Masonry, Concrete, And Stucco Maintenance, Finishing, And Repair (Includes Inside Concrete Sawing And Grouting Work)
91200 - Construction Services, General (Incl. Maintenance And Repair Services) 91300 - Construction Services, Heavy (Incl. Maintenance And Repair Services) 91350 - Construction, Street (Major And Residential)(Includes Reconstruction) 91382 - Maintenance And Repair, Sidewalk And Driveway (Including Removal) 91396 - Paving/Resurfacing, Street (Major And Residential) 91430 - Concrete
91479 - Structural And Reinforcement Steel
96847 - Inspection Services, Construction Type
96861 - Pavement Marking Services (Including Removal Of Markings) 96875 - Streetscaping Services
96876 - Street Light Maintenance And Repair
96882 - Traffic Signal Installation
96883 - Traffic Signal Maintenance And Repair
96884 - Traffic Control Services (To Include Placement And Removal Of Control Devices) 96888 - Tree And Shrub Removal Services
98814 - Erosion Control Services
99999 - Capital Improvement Projects
Department Public Works
Address 450 Civic Center Plaza
Richmond, California
94804
County Contra Costa
Bid Valid
Liquidated Damages
Estimated Bid Value
Start/Delivery Date
Project Duration
Bid Bond 10.00%
Payment Bond 100.00%
Performance Bond 100.00%
5/1/26, 3:14 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidInformation 1/2 2528
Pre-Bid Meeting Information
Online Q&A
Contact Information
Description
Search & Bid on Thousands of Contracts
Pre-Bid Meeting Yes
Meeting Type Onsite
Date & Time 01/08/2026 11:00 AM (PDT)
Address A virtual pre-bid meeting is scheduled at 11:00 a.m. on January 8, 2026. It is the Contractor’s responsibility to review the Project's existing conditions.

Attendance Required Yes
Online Q&A Yes
Q&A Deadline 01/15/2026 3:00 PM (PDT)
Contact Info Josef Munoz 510-620-6671
[email protected]
Bids to
Owner's Agent
Scope of Services In general, the work consists of installing traffic controls, demolition, installation of new concrete flatwork, curb ramps, curbs, gutters, hot mix asphalt, lighting systems, roadside signs and pavement delineation as required by the Drawings, Standard Specifications, of these Special Provisions.

Other Details QUESTIONS: All questions relative to this bid must be submitted via the electronic BidsOnline system on the Q&A tab by 3:00pm PST on Thursday, January 15, 2026. If the City of Richmond finds it necessary to issue an addendum, prospective bidders will receive e-mail notification of the addendum. City will issue addendum by Tuesday, January 20, 2026. Otherwise, answers to questions received will be provided on the Q&A tab and notification will be sent accordingly. It is the bidders responsibility to periodically check the BidsOnline website, www.ci.richmond.ca.us/bids for any possible Addenda to the bid that may have been posted.

Notes Contact Patrick McKenzie for assistance with downloading the Bid.

Special Notices
Local Programs & Policies
www.vendorline.com
5/1/26, 3:14 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidInformation 2/2 2529
City of Richmond
Printed on: 5/1/2026, 3:19:00 PM
URL: https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidLineItems Search & Bid on Thousands of Contracts

RICHMOND ARTAND LIGHTINGSAFETYAND ACCESSIBILITY IMPROVEMENTS Section 1
1 Add Line Item Description HereART AND LIGHTING S… TOTAL 1 www.vendorline.com
Item Code Description UOM Qty
«
«
5/1/26, 3:19 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidLineItems 1/1 2530
City of Richmond
Printed on: 5/1/2026, 3:20:59 PM
URL: https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidDocs Search & Bid on Thousands of Contracts

RICHMOND ARTAND LIGHTINGSAFETYAND ACCESSIBILITY IMPROVEMENTS * requires login
*Bid RICHMOND ART AND LIGHTING EP3 Bid Spec.pdf 4.8 mb
*Drawings RICHMOND_ART_AD_LIGHTING_EP3_Bid_Drawings.pdf 15.5 mb Living Wage Ordinance.pdf Living Wage Ordinance.pdf 176.5 kb Ban the Box Ordinance and Form.pdf Ban the Box Ordinance and Form.pdf 359.5 kb Labor Compliance System Requirements Labor Compliance System RequirementsGB.rtf 229.9 kb Local Employment Program Ordinance Exhibit2-LocalEmploymentProgramOrdinance2010.pdf 55.2 kb Business Opportunity Ordinance 2.5 Business Opportunity Ordinance 2_50.pdf 59.5 kb Vendor Sanctuary City Compliance Certification Form Vendor_SanctuaryCityComplianceCertification.docx 25.7 kb Sanctuary City Contracting Ordinance Sanctuary City Contracting and Investment Ordinance 12-18NS_2018.pdf 546 kb LLC Resolution 86-21-LLC Compliance.pdf Approved Resolution 86-21-LLC Compliance.pdf 220.8 kb LLC-Disclosure Statement for LLC.docx Procurement-Disclosure Statement for LLC.docx 14 kb www.vendorline.com
Title File Name Size
5/1/26, 3:20 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidDocs 1/1 2531
City of Richmond
Printed on: 5/1/2026, 3:22:06 PM
URL: https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidAddendaAndEmails Addenda
Email History
Search & Bid on Thousands of Contracts

RICHMOND ARTAND LIGHTINGSAFETYAND ACCESSIBILITY IMPROVEMENTS Jan 22, 2026 Addendum No 1 Addendum No 1
Jan 26, 2026 Addendum No 2 Addendum No 2
Jan 20, 2026
Q and A Set 1 for RICHMOND ART AND LIGHTING SAFETY AND ACCESSIBILITY IMPROVEMENTS, with a bid due date of January 29, 2026 2:00 PM (Pacific)
www.vendorline.com
5/1/26, 3:22 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidAddendaAndEmails 1/1 2532
City of Richmond
Printed on: 5/1/2026, 3:22:40 PM
URL: https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidQandA Q&A Deadline January 15, 2026 3:00 PM (PDT)
Search & Bid on Thousands of Contracts

RICHMOND ARTAND LIGHTINGSAFETYAND ACCESSIBILITY IMPROVEMENTS Set 1 Released via Email 01/20/2026 3:39 PM (PDT) – 1 question www.vendorline.com
5/1/26, 3:22 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidQandA 1/1 2533
City of Richmond
Printed on: 5/1/2026, 3:24:39 PM
URL: https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidPBs Search & Bid on Thousands of Contracts

RICHMOND ARTAND LIGHTINGSAFETYAND ACCESSIBILITY IMPROVEMENTS City of Richmond

RICHMOND ART AND LIGHTING SAFETY AND ACCESSIBILITY IMPROVEMENTS Showing 33 Prospective Bidders
Allied Solutions
300 Veterans Way
Carmel, Indiana 46032
Contact: Jason Collier
Phone: 877-328-4432
c*******[email protected]
Bidder no Prime
Appian UDBE SWPPP
5780 Olinda Road
El Sobrante, California 94803
Contact: Thomas Koprek
Phone: 510-854-9402
t*******[email protected]
Bidder no Other
Asphalt Impressions
8150 37th Avenue
Sacramento, California 95824
Contact: Julie Tokunaga
Phone: 916-383-0441 ext. 1005
d*****[email protected]
Bidder no Subcontractor
Associated Lighting Representatives, Inc.
7777 Pardee Ln
Oakland, California 94621
Contact: Kristian Reyes
Phone: 510-295-3520
k***********[email protected]
Bidder no Supplier
Bay Area Builders Exchange
3055 Alvarado Street
San Leandro, California 94577
Contact: Plan Room
Phone: 510-483-8880
Fax: 510-352-1509
p******[email protected]
Non-Bidder,
receive
communications
no Other
Bayman Construction LLC
525 Safari Dr
San Jose, California 95123
Contact: Emil
Phone: 916-289-5641
e**[email protected]
CADIR Bidder no Prime
CA Traffic Solution
8201 Elder Creek Rd Suite 2A Sacramento, CA 95824
Sacramento, California 95824
Contact: Gabriel Solis
Phone: 916-245-1768
g*****[email protected]
Bidder no Subcontractor
California Constructores
1220 Marin Ave
san pablo, California 94806
Contact: Carla Del Carpio
Phone: 510-932-9899
Fax: 510-743-4153
c*************[email protected]
OSB Bidder no Prime
City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Contact: Darcie
Phone: 510-672-3944
D***************[email protected]
Local Bidder no Other
ConstructConnect
3825 Edwards Rd
Suite 800
Bidder no Prime
www.vendorline.com
Vendor Type Status Pre-Bid Meeting Attendee Classifications 5/1/26, 3:24 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidPBs 1/4 2534
Cincinnati, Ohio 45209
Contact: Jim Rittenhouse
Phone: 877-737-6482
Fax: 312-275-7197
c*****[email protected]
Contra Costa Compliance
PO Box 5218
Concord, California 94524
Contact: David Johnsen
Phone: 925-372-0302
d******[email protected]
Non-Bidder,
receive
communications
no Other
Dallenart
1466 wright ave
richmond, California 94804
Contact: DeontaAllen
Phone: 510-374-8482
a*********[email protected]
MBE, Local Bidder no Prime
Deyan Dinev
2055 Sierra Rd, Unit 57
Concord, California 94518
Contact: Deyan Dinev
Phone: 415-610-0444
s**************[email protected]
OSB Bidder no Prime
DH and Company
118 South King Street
Carlsbad, New Mexico 88220
Contact: Dara Harsh
Phone: 448-447-2348
D*******[email protected]
Bidder no Other
FBD Vanguard Construction
550 Greenville Road
Livermore, California 94550
Contact: Lexi Nava
Phone: 925-245-1300
Fax: 925-245-1007
a***[email protected]
Bidder no Prime
Ghilotti Bros., Inc.
525 Jacoby Street
San Rafael, California 94901
Contact: Sarah Kriletich
Phone: 415-454-7011
Fax: 415-454-8376
s****[email protected]
Bidder no Prime
GLEAVES CONTRACTORS Inc.
1333 Evans Avenue
San Francisco, California 94124
Contact: DiAngelo Gleaves
Phone: 415-845-1443
i**[email protected]
MBE, FSD Bidder no Subcontractor
GovData Consulting LLC
123 Business Ave
San Diego, California 92101
Contact: John Smith
Phone: 619-555-0100
s******[email protected]
Bidder no Prime
H & G Construction
6139 W 6th Street
Rio Linda, California 95673
Contact: Juan Hurtado
Phone: 916-308-8541
h*****************[email protected]
OSB, CASoS, DBE, CADIR, SAM Bidder no Subcontractor
Hoseley Corp
PO Box 881386
San Francisco, California 94188
Contact: Hoseley
Phone: 415-404-8997
c***[email protected]
Non-Bidder,
receive
communications
no Prime

JAM SERVICES INC
7650 HAWTHORNE AVE
Bidder no Other
Vendor Type Status Pre-Bid Meeting Attendee Classifications 5/1/26, 3:24 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidPBs 2/4 2535
LIVERMORE, California 94550
Contact: ERIN BREWER
Phone: 925-455-5267 ext. 107
Fax: 925-455-5348
B**[email protected]
MARC Engineering
148 Ruby Ln
Vallejo, California 94590
Contact: Antonio Ruiz
Phone: 510-813-8985
a***[email protected]
Bidder no Subcontractor
McGuire and Hester
2810 Harbor Bay Parkway
Alameda, California 94502
Contact: MABEL CATER
Phone: 510-632-7676
Fax: 510-562-5209
e********[email protected]
CADIR Bidder no Prime
MZB Traffic Management Inc.
1192 Athlone Lane
Corona, California 92882
Contact: Humayun Aziz
Phone: 949-254-4792
i**[email protected]
Bidder no Subcontractor
nema construction
555 pierce st #1005
Albany, California 94706
Contact: ali farahani
Phone: 510-525-2398
Fax: 510-525-2304
n**[email protected]
Bidder no Prime
Ray's Electric
411 Pendleton Way Suite B
Oakland, California 94621
Contact: Tania Munguia
Phone: 510-577-7700
Fax: 510-577-7706
m***[email protected]
CADIR Bidder no Prime
Ray's Electric
411 Pendleton Way Suite B
Oakland, California 94621
Contact: Tania Munguia
Phone: 510-577-7700
Fax: 510-577-7700
t***[email protected]
OSB, CADIR Bidder no Prime
Rise Drilling
2100 4th Street
310
San Rafael, California 94901
Contact: Jeremy Hynum
Phone: 415-448-7510
j*****[email protected]
Bidder no Subcontractor
RTSM Solutions
1369 Quesada
San Francisco, California 94124
Contact: Chauncey Durkee
Phone: 916-519-8445
c*****[email protected]
OSB, WBE Bidder no Subcontractor
San Francisco Builders Exchange
850 S. Van Ness Avenue
San Francisco, California 94110
Contact: Deanna Johnson
Phone: 415-282-8220
Fax: 415-821-0363
d********[email protected]
Non-Bidder,
receive
communications
no Other
Socal Stormwater Runoff Solution Services Inc.
15030 Ventura Blvd #669
Sherman Oaks, California 91403
Contact: Jacob Alexander
Phone: 310-343-8313
WBE, CADIR Bidder no Supplier
Vendor Type Status Pre-Bid Meeting Attendee Classifications 5/1/26, 3:24 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidPBs 3/4 2536
Search & Bid on Thousands of Contracts
e********[email protected]
W Bradley Electric, Inc
90 Hill Road
Novato, California 94945
Contact: Bob Marin
Phone: 707-864-3950
Fax: 707-864-3819
b****[email protected]
Bidder no Subcontractor
W.R. Forde Associates, Inc
984 Hensley Street
Richmond, California 94801
Contact: Eva Anderson
Phone: 510-215-9338
e*[email protected]
Local Bidder no Prime
www.vendorline.com
Vendor Type Status Pre-Bid Meeting Attendee Classifications 5/1/26, 3:24 PM PlanetBids Vendor Portal
https://vendors.planetbids.com/portal/14590/bo/bo-detail/136779#bidPBs 4/4 2537








!"#$%&'#()*+,-.+


/
01/2

321 

44567**$8#--*)!9(
:#8*7;!7*<=9-#>!7$#9?@445
ABCDEFDG:*H#
IJBCKG?&4L&@4LMN55
ON<&4&<M5PQ55
/R3ST 2
@MMU*$(-*.!$V9W,#.*'
X9Y-9$(<=9-#>!7$#9?@Z&M
ABCDEFDG[9$#9\,$%,#9
IJBCKG4M5L4PPLPP55K]D^MM5
X'<=_`a)ON<bNN<M?@Q55
ccc^dKCeBfghCK^FBi
jKCeBfklmKnheoiBpCDqKrmBCrhdK
stutvwxyzuu{|{}~€‚ƒ„
†€„‡ˆ{‡ˆ~}
‰Š
ztt‹€„‡ˆ
ŒŠ}~€ƒ„
ŒŽ‡tŠ‡ˆ~}tus‘’t‡t‡“„€~ƒ}tuyw””‘•ƒ„–€
—}
utu
2538
Reso. No. xx-25

RESOLUTION NO. xx-26

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND,

CALIFORNIA, AUTHORIZING THE AWARD OF A CONSTRUCTION CONTRACT TO FBD VANGUARD CONSTRUCTION, INC. FOR THE RICHMOND ART AND

LIGHTING SAFETY AND ACCESSIBILITY PROJECT
WHEREAS, the Richmond Art and Lighting Safety and Accessibility Project (Project) is a revitalization effort focused on the Macdonald, Barrett, and San Pablo Avenue undercrossings beneath Interstate 80. By supplementing the existing and future wall murals with enhanced lighting and accessibility enhancements, the project aims to transform these wide, naturally dark spaces into vibrant and safe pedestrian corridors; and
WHEREAS, in September 2022, the City was awarded grant funding from the State of California Department of Transportation in the amount of $4,000,000 and in March 2026, the City Council approved $700,000 in additional General Capital Funds to support the project; and WHEREAS, an invitation for bids for the Project was duly advertised on December 22, 2025, bids were opened on January 27, 2026, and the City received two (2) bids; and WHEREAS, on January 27, 2026, FBD Vanguard Construction, Inc. submitted a proposal in the amount of $3,252,107, which is within budget. Staff have reviewed the proposal, verified references, and determined it to be responsive and responsible; and WHEREAS, staff recommend awarding a construction contract FBD Vanguard Construction, Inc. in the amount of $3,252,107 and further recommends that the City Council authorize additional budget authority in the amount of $325,211 (equal to ten percent of the contract amount) for City-controlled contingency to be used only for Director-approved change orders; and
WHEREAS, staff also recommend authorizing the Director of Public Works to approve change orders, if necessary, up to the City-controlled contingency amount of $325,211; and WHEREAS, by the Agenda Report (“Agenda Report”) accompanying this resolution the City Council has been provided with additional information supporting this action.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond that:

SECTION 1. The City Council hereby finds the above recitals are true and correct and has served, together with the Agenda Report, as the basis for this action.

SECTION 2. The City Council authorizes the award of a construction contract to FBD Vanguard Construction, Inc. for the Richmond Art and Lighting Safety and Accessibility Project in the amount of $3,252,107. The City Council further authorizes separate contingency budget authority in the amount of $325,211 (equal to ten percent of the contract amount), to be used solely for Director-approved change orders.

SECTION 3. The City Manager, or designee, is authorized to execute the construction contract and to take all necessary administrative steps to facilitate completion of the Project.

SECTION 4. The Director of Public Works is authorized to approve change orders, if necessary, using the City-controlled contingency funds in an amount not to exceed $325,211.

SECTION 5. The City Clerk is designated as the custodian of the documents comprising the record of proceedings relating to this action, which shall be maintained at Richmond City Hall, 450 Civic Center Plaza, Richmond, California 94804.

SECTION 6. This Resolution shall become effective immediately upon its passage and adoption.
2539
Reso. No. xx-25

*************************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held June 16, 2026, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
2540
1 CONSTRUCTION AGREEMENT
This Construction Agreement (“Agreement”) is made and entered into this _17th___ day of _June_, 2026, by and between the City of Richmond, a municipal corporation and charter city (“City”) and FBD Vanguard Construction, Inc.__ (“Contractor”), with reference to the following facts. The parties may be referred to in this Agreement individually as “Party” and collectively as the “Parties.”

RECITALS
A. On __December 22, 2025__, the City circulated an Invitation for Bids seeking contractors willing to undertake the construction of The Richmond Art and Light Safety and Accessibility Project, located at Macdonald Ave., Barrett Ave., and San Pablo Ave. undercrossings along Interstate 80 (the “Project”).

B. Contractor submitted the lowest responsive bid and has been determined to be responsible.

C. City now desires to contract with Contractor to furnish construction and related services for the Project.

NOW THEREFORE, in consideration of the promises and agreements hereinafter set forth, and intending to be bound hereby, the Parties agree as follows:

ARTICLE I

CONSTRUCTION OF PROJECT
Section 1.1 Contract Documents.

Project Specifications – including the Notice to Prospective Bidders, Invitation for Bids, Instructions to Bidders, Special Provisions, Description of Work, Construction Details (including all plans and specifications), and Proposal Package, along with any Requests for Information (RFI), responses to RFI, and addenda issued prior to the deadline for submitting bids – Contractor’s Proposal attached as Exhibit A, and this Agreement, constitute the “Contract Documents.”
Section 1.2 Construction.

Contractor shall furnish all labor, materials, methods, processes, implements, tools and machinery, within the time frames set, and do all the things necessary for the proper completion of the work shown and described in Contract Documents.

Section 1.3 Payments.
2541
2 Contractor agrees to receive and accept the sums set forth in the Bid Schedule attached as part of the Proposal, as full compensation for furnishing all materials and doing all the work contemplated and required by this Agreement, and for all loss or damage arising out of the nature of the undertaking of the construction of the Project, or from the acts of the elements, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the construction of the Project until its completion and acceptance by the City, and for all expenses incurred by or in consequence of the suspension or discontinuance of the construction of the Project, and for well and faithfully performing the construction of the Project and the whole thereof, in the manner and according to the Contract Documents.

Section 1.4 Discovery of Hazardous Waste or Unusual Conditions. (a) Promptly and before the following conditions are disturbed, the Contractor shall notify the City in writing of any:
(1) Material that the Contractor believes may be hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law.
(2) Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to bidders prior to the deadline for submitting bids.
(3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement. (b) The City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in the Contractor's cost of, or the time required for, performance of any part of the work shall issue a Change Order under the procedures described in this Agreement. (c) In the event that a dispute arises between the City and the Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor's cost of, or time required for, performance of any part of the work, the Contractor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. The Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

Section 1.5 Laws and Regulations.
(a) The Project work shall proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and Contractor shall be responsible to the City for the procurement and maintenance thereof. (b) Contractor shall cause all work performed in connection with construction of the 2542
3 Project to be performed in compliance with (i) all applicable laws, ordinances, rules and regulations now in force or that may be enacted hereafter; (ii) all conditions of Project approval and mitigation measures included in any adopted or certified environmental document prepared for the Project; and (iii) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction, provided that such direction given during construction does not conflict with conditions of Project approval or mitigation measures. (c) Contractor shall and shall cause its subcontractors to pay prevailing wages in the construction of the Project as those wages are determined pursuant to Labor Code Sections 1720 et seq., and implementing regulations of the Department of Industrial Relations, and to comply with all other applicable federal, State and local laws, regulations and ordinances pertaining to labor standards insofar as those laws, regulations and ordinances apply to the performance of this Agreement, including any applicable City of Richmond employment requirements, including but not limited to the City's Living Wage Ordinance (Richmond Municipal Code Chapter 2.60), the City's Business Opportunity Ordinance (Richmond Municipal Code Chapter 2.50), and the City's Local Employment Program Ordinance (Richmond Municipal Code Chapter 2.56). During the construction of the Project, Contractor shall post at the construction site the applicable prevailing rates of per diem wages. Contractor shall indemnify, hold harmless and defend, (with counsel reasonably acceptable to the City) the City against any claims for damages, compensation, fines, penalties or other amounts arising out of failure or alleged failure of any person or entity (including Contractor and its subcontractors) to pay prevailing wages in connection with construction of the Project. This Section 1.5(c) shall survive the termination of this Agreement. (d) Contractor and all subcontractors shall maintain accurate payroll records showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker and others employed on the Project. Each payroll record shall contain or be verified by a written declaration made under penalty of perjury, stating both of the following: (1) the information contained in the payroll record is true and correct, and (2) the employer has complied with the requirements of Labor Code Section 1771 (prevailing wage provisions), Section 1811 (eight-hour day, forty-hour week provisions), and Section 1815 (overtime compensation) for any work performed by his or her employees on the Project. The Contractor shall provide certified payroll records to the City each week, no later than ten (10) days after the end of a weekly pay period. Pay records shall be maintained and made available in accordance with Labor Code Section 1776. In addition, Contractor shall and shall cause its subcontractors promptly to deliver to the City, upon request, documents verifying compliance with the Living Wage Ordinance, which include documents which evidence that each affected employee has been notified regarding the wages required to be paid pursuant to the Living Wage Ordinance.

Such wages shall also be posted at the construction site. This Section 1.5(d) shall survive the termination of this Agreement.

Section 1.6 Inspections.
2543
4 Contractor shall permit and facilitate, and shall require its subcontractors to permit and facilitate, observation and inspection of the Project by the City and by public authorities at all times for the purposes of determining compliance with this Agreement and permits issued to perform the Project work. In so doing, Contractor shall provide access for testing and inspections. Contractor shall coordinate and schedule all testing and inspections required on the Project with the required advance notice as defined in the Project Specifications.

Section 1.7 Equal Opportunity.
(a) During the construction of the Project there shall be no discrimination on the basis of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin, ancestry, or disability in the hiring, firing, promoting, or demoting of any person engaged in the construction work.
(b) In addition, Contractor agrees to observe the provisions of Section 2.28.030 of the Richmond Municipal Code, obligating Contractor and its subcontractors to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religion, creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Section 1.8 Working Hours.

Eight hours of labor is a legal day’s work. Any worker’s time of service is restricted to eight hours during any calendar day, and 40 hours during a calendar week, unless overtime compensation is paid at not less than one and one-half times the basic rate of pay. The Contractor shall be assessed a penalty of twenty-five dollars ($25) for each day a worker is employed in violation of these requirements.

Section 1.9 Insurance and Bond Requirements.
(a) In accordance with California Labor Code Section 3700, Contractor must secure Workers’ Compensation coverage for its employees. Prior to performing any work, Contractor must execute a certification in the form set out at California Labor Code Section 1861. (b) Contractor shall submit to the City evidence of the insurance and payment and performance bond coverage meeting the requirements set forth in the Project Specifications. Proof of insurance and bonding related to the construction of the Project shall be provided to the City not more than (10) days after award of the contract. The City shall review and approve or disapprove of the evidence of insurance within twenty (20) days after submittal of complete information in the form required by the City. If the City disapproves the evidence of insurance, it shall specify in writing the reasons for such disapproval. Contractor shall resubmit the information required within ten (10) days. The review and submittal periods for resubmittals shall be reduced to a ten (10) day review period for the City and a five (5) day period for resubmittal by Contractor and shall continue to apply until the City approves the evidence of insurance coverage, but in no event shall the submittal and review period continue for more than forty-five (45) days. If, after forty-five (45) 2544
5 days the Contractor has not provided evidence of insurance and bond coverage meeting the requirements of the City, the City shall terminate the contract and may either award the work to the next lowest responsive responsible bidder or issue a new request for bids. (If the City issues a new request for bids, the Contractor shall be disqualified from re-bidding the work because of the failure to provide timely proof of insurance and/or bond coverage.) No work shall be initiated on the Project prior to Contractor's receipt of the City's approval of evidence of insurance coverage related to the construction of the Project.
(c) Contractor shall have furnished the City with evidence of the insurance coverage meeting the insurance requirements set forth in Project Specifications for each subcontractor prior to initiating any work on the Project, including Builder's Risk insurance with appropriate coverage for the cost of construction. The periods for submittal, review and approval shall apply as stated in subparagraph (b) above.
(d) The Parties agree that notwithstanding the time requirements set forth in this subsection for submittal and resubmittal to the City by the Contractor of the evidence of insurance and review and approval of the evidence of insurance by the City, Contractor is responsible for ensuring that the evidence of insurance in approvable form is submitted to the City in a timely manner.

Section 1.10 Security In Lieu of Retention.
(a) The City shall retain five percent (5%) of the sum requested in each progress payment unless the Contractor elects to invoke the procedures set forth at California Public Contract Code 22300 to substitute securities to ensure performance under the contract.

1. At the request and the expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in the state as escrow agent, who shall then pay the retained funds to the Contractor. Upon satisfactory completion of the contract, the securities shall be returned to the Contractor.

2. Alternatively, the Contractor may request and the City shall make payment of retentions earned directly to the escrow agent at the expense of the Contractor. At the expense of the Contractor, the Contractor may direct the investment of the payments into securities and the Contractor shall receive the interest earned on the investments upon the same terms provided for in Public Contract Code 22300 for securities deposited by the Contractor. Upon satisfactory completion of this Agreement, the Contractor shall receive from the escrow agent all securities, interest, and payments received by the escrow agent from the owner, pursuant to the terms of this section.
(b) If the Contractor chooses to place securities in escrow, the escrow agreement to be used shall be substantially similar to the following form:

ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION 2545
6 This Escrow Agreement is made and entered into by and between _________________________________________________ whose address is ________________________________ hereinafter called "Owner," ___________ whose address is ________________________________ hereinafter called "Contractor" and ___________ whose address is ________________________________ hereinafter called "Escrow Agent."
For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows:
(1) Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for ____ in the amount of ____ dated ____ (hereinafter referred to as the "Contract"). Alternatively, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of ____, and shall designate the Contractor as the beneficial owner. (2) The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. (3) When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly.
(4) Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent. (5) The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. (6) Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor.
(7) The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven days' written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner.
(8) Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit 2546
7 less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. (9) Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above.
(10) The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows:

On behalf of Owner: On behalf of Contractor:
_______________________ _________________________
Title Title
_______________________ _________________________
Name Name
_____________________ _________________________
Signature Signature
_______________________ _________________________
Address Address
On behalf of Escrow Agent:
_______________________
Title
_______________________
Name
_______________________
Signature
_______________________
Address
At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above.

Owner Contractor
________________________ _________________________
Title Title
________________________ _________________________
Name Name
________________________ _________________________
Signature Signature
2547
8 ARTICLE II

DEFAULT AND REMEDIES

2.1 Events of Default.

In addition the remedies set forth in Section 2.2, below, in the event of default the Department Head reserves the right to stop work immediately if any action or inaction by the Contractor or any subcontractor creates a risk of imminent harm to the public or property.

Each of the following shall constitute a "Default" by Contractor under this Agreement:
(a) Breach of Covenants. Failure by Contractor or any subcontractor to duly perform, comply with, or observe any of the conditions, terms, or covenants of any of the Contract Documents. The City shall give Contractor written notice of the breach and specify a time in which to cure the breach. If the Contractor cures the breach within the time specified in the notice or, if the breach cannot be cured in the time specified but the Contractor has diligently pursued measures to cure the breach and to keep the City informed of its progress, then the breach shall not constitute a default provided that the breach is cured within thirty (30) days from the date of the City’s last notice and demand to cure.
(b) Disregard of Laws. Disregard of laws, rules, regulations, directions or instructions of City by Contractor or any subcontractor with respect to the performance of work. (c) Insolvency. A court having jurisdiction shall have made or entered any decree or order (i) adjudging Contractor to be bankrupt or insolvent, (ii) approving as properly filed a petition seeking reorganization of Contractor or seeking any arrangement for Contractor under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (iii) appointing a receiver, trustee, liquidator, or assignee of Contractor in bankruptcy or insolvency or for any of their properties, (iv) directing the winding up or liquidation of Contractor if any such decree or order described in clauses (i) to (iv), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days; or (v) Contractor shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (i) to (iv), inclusive.
(d) Suspension; Termination. Contractor shall have voluntarily suspended its business, or shall have voluntarily or involuntarily lost or terminated one or more of the licenses required to perform the work.
(e) Liens on Property and the Development. There shall be filed any claim of lien (other than liens approved in writing by the City) against the Project or the construction site or any part thereof, or any interest or right made appurtenant thereto and the continued maintenance of said claim of lien for a period of twenty (20) days without discharge or satisfaction thereof or provision therefore (including, without limitation, the posting of bonds) satisfactory to the City. 2548
9 2.2 Remedies.

The occurrence of any Default hereunder following the expiration of all applicable notice and cure periods will, either at the option of the City or automatically where so specified, relieve the City of any obligation to make or continue payments and shall give the City the right to proceed with any and all remedies set forth in the Contract Documents, including but not limited to the following:
(a) Specific Performance. The City shall have the right to mandamus or other suit, action or proceeding at law or in equity to require Contractor to perform its obligations and covenants under this Agreement or to enjoin acts on things which may be unlawful or in violation of the provisions of this Agreement.
(b) Right of Contest. Contractor shall have the right to contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute a Default hereunder.

Any such contest shall be prosecuted diligently and in a manner unprejudicial to the City or the rights of the City hereunder.
(c) Remedies Cumulative. No right, power, or remedy given to the City by the terms of the Contract Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such instrument, or by any statute or otherwise against Contractor and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.

2.3 Waiver of Damages.

Contractor, in having tendered the Proposal, shall be deemed to have waived any and all claims for damages because of termination of this Agreement for any reason. Contractor shall not be entitled to any lost profit in the event of termination.

ARTICLE III

GENERAL PROVISIONS
Section 3.1 Relationship of Parties.

Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the City and Contractor or its agents, employees or subcontractors, and Contractor shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement. Contractor has and retains the right to exercise full control of employment, direction, compensation, and discharge of all 2549
10 persons assisting in the performance of services under the Agreement. In regards to the construction of the Project, Contractor shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding, and all other laws and regulations governing such matters, and shall include requirements in each contract that subcontractors shall be solely responsible for similar matters relating to their employees.

Contractor shall be solely responsible for its own acts and those of its agents and employees.

Section 3.2 Change Orders.
(a) Changes affecting the time of performance, unit pricing, or total contract price shall be set forth in a written Change Order that shall specify:

1. The work performed in connection with the change to be made;

2. The amount of the adjustment to the Payment Limit, if any, and the basis for compensation for the work ordered; which adjustment may be a negotiated lump sum amount, agreed unit price, or paid under Section 9-1.04 “Force Account” of the 2010 State of California Department of Transportation Standard Specifications; and

3. The amount of time to be adjusted in the schedule for performance, if any. (b) A Change Order will become effective when signed by the Department Head, or his or her representative, notwithstanding that Contractor has not signed it. A Change Order will become effective without Contractor’s signature, provided the Department Head or his or her representative so indicates by noting thereon “unilateral change order.” (c) All changes in any plans and specification approved by any authority with jurisdiction over the Project may also require addenda or change orders approved by that authority.
(d) Where the City requests, a performance bond rider covering the changed work must be executed and delivered to the City before proceeding with the changed work, or shortly in time thereafter.
(e) The Department Head or his or her representative has the authority to approve Change Orders with a cumulative dollar value of up to ten percent (10%) of the contract price.

Section 3.3 Claims By Contractor.
(a) No Third-Party Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person that Contractor may have employed or with whom Contractor may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the construction of the Project, and Contractor shall include similar requirements in any contracts entered into for the construction of the Project.
(b) Obligation to File Claims for Disputed Work. Should it appear to the Contractor that the work to be performed or any of the matters relative to the Contract 2550
11 Documents are not satisfactorily detailed or explained therein, or should any questions arise as to the meaning or intent of the Contract Documents, or should any dispute arise regarding the true value of any work performed, work omitted, extra work that the Contractor may be required to perform, time extensions, payment to the Contractor during performance of the work, construction of the Project, and/or compliance with procedures or standards set forth in the Contract Documents, or should Contractor otherwise seek extra time or compensation FOR ANY REASON WHATSOEVER, then Contractor shall first follow the procedures set forth in this Agreement, including but not limited to Section 3.2, “Change Orders.” If a dispute remains, then Contractor shall give written notice to the City that expressly invokes this Section 3.3 and requests a determination of the issue. City shall decide the issue in writing within 15 days; City’s decision shall be final and the limitations period for the filing of a claim shall commence upon the City’s issuance of its decision. If Contractor disagrees with City’s decision, or if Contractor contends that City failed to provide a timely decision, then Contractor’s SOLE AND EXCLUSIVE REMEDY is to file a written claim setting forth Contractor’s position as required herein.
(c) Form and Contents of Claim. The Claim shall be submitted to the City within thirty (30) days of receiving the City’s written decision regarding the dispute, or the date the Contractor contends such decision was due, and in no event later than the date of final payment.

Contractor’s written claim must identify itself as a “Claim” under this Section 3.3 and must include the following: (1) a narrative of pertinent events; (2) citation to contract provisions; (3) theory of entitlement; (4) complete pricing of all cost impacts; (5) a time impact analysis of all time delays that shows actual time impact on the critical path; (6) documentation supporting items 1 – 5; and (7) verification under penalty of perjury of the claim’s accuracy. The Claim shall be priced like a Change Order, and must be updated every thirty (30) days as to cost and entitlement if it remains a continuing Claim. Routine contract materials, for example, correspondence, RFI, Change Order requests, or payment requests shall not constitute a Claim.

Contractor shall bear all costs incurred in preparation, submittal, and administration of a Claim. (d) Administration After Claim Submittal.

1. City may render a final decision based solely on the materials submitted in support of the Claim or may in its sole discretion conduct an administrative hearing on the Claim, in which case Contractor shall appear, participate, answer inquiries, and present any further evidence or analysis requested by City. Should City take no action on the Claim within forty-five (45) days (if the Claim is for less than $50,000) or within sixty (60) days (if the Claim is for $50,000 or more) of submittal, it shall be deemed denied.

2. Notwithstanding and pending the resolution of any Claim or dispute, Contractor shall diligently perform the disputed work to final completion in accordance with the City’s direction.

3. After their submittal, claims less than $375,000 shall also be subject to Section 20104 of the Local Agency Public Construction Act.
2551
12 (e) Compliance

1. The provisions of this Section 3.3 constitute a non-judicial claim settlement procedure that, pursuant to California Government Code Section 930.2, shall constitute a condition precedent to the submittal of a valid claim under the California Government Code. Any Government Code claims alleging disputed work must affirmatively indicate prior compliance with this Section 3.3. In accordance with Richmond Municipal Code Section 1.10.010(b), all Government Code claims must be presented no later than the 100th day after the earlier of (i) the date the City actively or passively denied the Claim, or (ii) substantial completion or termination of the contract.

2. Failure to submit and administer Claims as required in Section 3.3 shall waive Contractor’s right to compensation for any disputed work not included in a timely Claim. Disputes not raised in a timely protest and timely Claim submitted under this Section 3.3 may not be asserted in any subsequent Government Code claim, administrative hearing, or civil action.

3. City shall not be deemed to waive any provision under this Section 3.3 if, at City’s sole discretion, a Claim is administered in a manner not in accord with this Section 3.3. Waivers or modifications of this Section 3.3 may only be made by signed Change Order approved as to form by legal counsel for both City and Contractor. Oral or implied modifications shall be of no force or effect.

Section 3.4 Indemnification.
(a) To the fullest extent permissible by law, Contractor shall indemnify, defend, and hold harmless, and require its subcontractors to defend, indemnify and hold harmless, the City, its elected and appointed officials, and all of its employees, volunteers and agents (the "Indemnified Parties"), from all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney's fees and other defense costs (collectively, "Claims"), resulting from injury to or death sustained by any person (including Contractor’s or any subcontractors' employees), or damage to property of any kind, or any other injury or damage whatsoever, which Claims arise out of or are in any way connected with the construction of the Project, regardless of Contractor's fault or negligence; provided, however, that Contractor's, and Contractor's subcontractors' indemnity obligations hereunder shall not apply to the extent any Claims are caused by the active negligence or willful act or omission of an Indemnified Party. The indemnification obligations of Contractor and its subcontractors shall extend to Claims asserted after termination of this Agreement for whatever reason. (b) In Claims against any person or entity indemnified under Section 3.4(a) above by an employee of Contractor or its subcontractors, anyone directly or indirectly employed by any one of them or anyone for whose acts one of them may be liable, the indemnification obligation under Section 3.4(a) above shall not be limited by a limitation on amount or type of damages, compensation of benefits payable under workers' compensation acts, disability benefit acts or other employee benefit acts.
2552
13 Section 3.5 Non-Liability of City Officials, Employees and Agents.

No member, official, employee or agent of the City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount which may become due to Contractor or its successor or on any obligation under the terms of this Agreement.

Section 3.6 No Third Party Beneficiaries.

There shall be no third party beneficiaries to this Agreement.

Section 3.7 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in Section 3.7(b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person's tenure. Contractor shall exercise due diligence to ensure that the prohibition in this Section 3.7(a) is followed.
(b) The conflict of interest provisions of Section 3.7(a) above apply to any person who is an employee, agent, consultant, officer, or elected or appointed official of the City of Richmond, and any immediate family member or dependent of such person.

Section 3.8 Notices, Demands and Communications.

If at any time after the execution of this Agreement it shall become necessary or convenient for one of the Parties hereto to serve any notice, demand or communication upon the other Party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid or delivered by express delivery service, return receipt requested and (1) if intended for the City shall be addressed to:

City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Attention: Public Works Department
2553
14 With copy to:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Attention: City Attorney
(2) if intended for Contractor shall be addressed to:

FBD Vanguard Construction, Inc.
550 Greenville Road
Livermore, CA 94550
Attn: Contracts
Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is affected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Any Party may change its address at any time by giving written notice of such change at least ten (10) days prior to the date such change is desired to be effective.

Section 3.9 Applicable Law.

This Agreement shall be governed by California law. This Agreement is made in Contra Costa County, California, and any action relating to this Agreement shall be instituted and prosecuted in the courts of Contra Costa County, California.

Section 3.10 Parties Bound.

Except as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, legal representatives, successors, and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor, successor, or assign of such Party who has acquired an interest in compliance with the terms of this Agreement or under law. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the Parties.

Section 3.11 Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

Section 3.12 Force Majeure.

Performance by either Party shall not be deemed to be in default when delays in performance are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, 2554
15 quarantine restrictions, freight embargoes, or court order, or any other similar causes (other than lack of funds of Contractor) beyond the control or without the fault of the Party claiming an extension of time to perform (“Force-Majeure Delays”). In no event shall any extension of any period of time be deemed to have occurred unless the Party claiming the Force-Majeure Delay gives written notice to the other Party within ten (10) days following the commencement of any such delay, setting forth the facts giving rise to the Force-Majeure Delay request, the expected duration of the delay, and the steps the Party intends to take to minimize the Delay. During the Force-Majeure Delay, the Party whose performance is delayed shall keep the other Party reasonably informed of the situation and the steps taken by such Party to continue performance and minimize delay. After the Force-Majeure Delay is over, the Parties shall in good faith jointly prepare an accurate written record of the circumstances giving rise to delay, specifying the commencement date and duration of the Force-Majeure Delay and the cause thereof, which record shall be signed by each Party to confirm agreement with respect to its content. In no event shall the City be required to agree to cumulative Force-Majeure Delays in excess of sixty (60) days unless the City is the cause of such delay. In the event that the parties cannot agree upon a record of the circumstances giving rise to the Force-Majeure Delay, the procedures set forth in Section 3.3 of this Agreement shall apply.

Section 3.13 Waivers.

Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Contractor or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Contractor to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Contractor shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers.

Section 3.14 Title of Parts and Sections.

Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions.

Section 3.15 Entire Understanding of the Parties.

The Contract Documents – along with any written change orders and dispute determinations that may be issued by the City in the course of performance – shall constitute the entire understanding and agreement of the Parties with respect to construction of the Project.

The Contract Documents, written change orders (if any), and dispute determinations (if any) are deemed complementary and should be interpreted together.

Section 3.16 Multiple Originals; Counterpart.

This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. A facsimile or electronic signature to this Agreement shall be as valid as an ink signed original.
2555
16 WHEREAS, this Agreement has been entered into by the undersigned as of the date first above written.

Reviewed By:
_______________________________
City Attorney
ATTEST:
_______________________________
City Clerk
CITY:

CITY OF RICHMOND, a municipal corporation and
charter city
By: _________________________________
Name: _________________________________
Its: __________________________________
CONTRACTOR:

By: _________________________________
Name: _________________________________
Its: _________________________________
2556
17 Exhibit A
Proposal
2557
18 2558
19 2559
20 2560
21 2561
22 2562
23 2563
24 2564
25 2565
26 2566
27 2567
28 2568
29 2569