Richmond City Council
June 21, 2022

CITY OF RICHMOND

STANDARD CONTRACT

Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

PR No: Vendor No: P.O./Contract No:

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:]

2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein.

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

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

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

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

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

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)

Title: By:

I hereby certify that this Contract Title:
has been approved by City Council.

Date Signed:

B y :

City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

B y :

B y : T i t l e :

City Attorney
Date Signed:

(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President
and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and

EXHIBIT A

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

City of Richmond
2020 Challenger Drive, Suite 103 | Alameda, California 94501 | p. 510.343.3000 | www.ninyoandmoore.com May 24, 2022
Proposal No. 09OAK03-01336
Mr. Craig Murray
Development Project Manager II
City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Subject: Request for Proposal for Hazardous Materials Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal
Dear Mr. Murray:

Ninyo & Moore is pleased to submit this proposal to the City of Richmond (City) to provide Hazardous Materials Characterization Services for the Terminal 4 Wharf, Warehouse, and Piling Removal located at the Point San Pablo Peninsula. Ninyo & Moore specializes in hazardous materials as part of the wide-range of services that we provide to our clients and is a respected environmental services consultant in California. Ninyo & Moore services a variety of clients throughout California but our primary focus is providing services to public works agencies, such as our past experience over the past 19 years with the City of Richmond.

With over 500 employees in 16 locations throughout the western United States, we provide the full spectrum of environmental services, including inspection and sampling of asbestos-containing materials, lead-containing paints, PCB-containing building materials, and universal wastes prior to renovation or demolition, development of technical specifications and bid documents for abatement of hazardous materials and/or conditions, supervision and air monitoring during abatement services, and final clearance inspection and clearance air and dust wipe sampling following asbestos and/or lead abatement, all of which we have performed for various waterfront clients throughout California, including for the US National Park Services, Port of Oakland, San Francisco International Airport, Port of Long Beach, and the Port of San Diego.

Our team will be led by our Project Manager and Principal Environmental Scientist, Mr. William Larkin, who is a California-Certified Asbestos Consultant (CAC) and Lead-Related Construction Inspector Assessor and Project Monitor (LRC PM and I/A), and has over 28 years of experience and has conducted several hundred HBMS and abatement oversight projects throughout Northern California for private and public clients. He is also a Principal and an authorized representative of Ninyo & Moore with the authority to negotiate on behalf of the firm, and is able to commit the company to the terms of the contract that would ensue as a result of this submittal.

We appreciate your consideration of Ninyo & Moore for this exciting and important project and hope for an opportunity to work with City of Richmond again.

Sincerely,

NINYO & MOORE
William Larkin, CAC, LRC I/A & PM
Project Manager & Principal Environmental Scientist
[email protected]
510.343.3000 ext. 15211
DWB/kej

Table of Contents
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022 1 Table of Contents
Experience, Qualifications, & Availability / 21
Approach & Schedule / 92
Cost / 113
It is the policy of Ninyo & Moore to provide a safe and healthful work environment for all of its employees through the prevention of occupational injuries and illnesses. In keeping with this policy, Ninyo & Moore maintains a Corporate Health and Safety Program (HSP) and Management System which is integrated into every facet of project operation.

In addition to our Corporate Health and Safety Plan, Ninyo & Moore has prepared an addendum addressing the current COVID-19 pandemic. The goal of the HSP is zero accidents; therefore, accident prevention continues to be of paramount importance to the firm.
1 Experience,
Qualifications &
Availability
1 | Experience, Qualifications, & Availability
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022 2 1 | Experience, Qualifications, & Availability

EXPERIENCE
Established in 1986, Ninyo & Moore has provided hazardous materials characterization, environmental, geotechnical engineering, geologic, and hydrogeologic consulting, and soil and materials testing and inspection services for public agencies throughout the western United States with a core segment of our business being performed under on-call or as-needed contracts. We have completed many projects similar to the Terminal 4 Wharf, Warehouse, and Piling Removal project, and have extensive experience managing contracts for services identical to those requested for public agencies throughout Northern California and Ports and Airports along the California coast, including:

Ninyo & Moore has conducted approximately 20 projects for the City of Richmond since 2013. These projects have included services for environmental assessment and remediation work; and hazardous building materials surveys (HBMS), preparation of related abatement specifications, oversight and monitoring (including clearance sampling and closeout reporting); and mold assessments. Buildings/facilities included a variety of facilities such as a senior center, firehouses, the Civic Auditorium, Shields- Reid Community Center, Anderson Community Center, Point Molate facilities, Wendell Park, and others. HBMS typically included sampling for suspect asbestos-containing material (ACM) and lead-containing material (LCM); however, several projects also included assessment of suspect universal wastes that include materials such as mercury, PCBs, and chlorofluorocarbons.

In the pages following, we have included examples of similar projects for California public works agencies. All services performed for these contracts were completed on-time and within budget. • Alameda County Public Works Agency
• City and County of San Francisco
• City of Alameda
• City of Albany
• City of Berkeley
• City of El Cerrito
• City of Emeryville Redevelopment Agency
• City of Fremont
• City of Millbrae
• City of Novato
• City of Oakland
• City of Palo Alto
• City of Pittsburg
• City of San Carlos
• City of San Leandro
• City of South San Francisco
• Contra Costa County Public Works
• Oakland International Airport
• Port of Oakland
• Port of Long Beach
• Port of Los Angeles
• Port of San Diego
• San Diego International Airport
• San Francisco International Airport
• Santa Clara County
3 1 | Experience, Qualifications, & Availability
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022 Port of San Diego Anthony’s Fish Grotto Hazardous Building Materials Survey, San Diego, California Ninyo & Moore conducted a hazardous building materials survey (HBMS) for the demolition of Anthony’s Fish Grotto, a one-story, 3,500 square-foot waterfront restaurant building along the San Diego Bay located in San Diego, California. Survey activities included a preliminary visual assessment and bulk-sampling of suspect asbestos-containing materials (ACMs) and lead-containing surfaces (LCSs) in the interior and exterior of the subject building. The building sits on pylons over water and the underside of the building was surveyed and sampled via boat access. Representative samples of suspect ACMs were collected after identification of homogeneous sampling areas. Material type, location, condition, and friability were noted for each homogeneous area. The testing of potential LCSs were conducted using an XRF spectrum analyzer. Additionally, the interior of the building was vandalized and partially demolished, requiring specialized sampling procedures and protective equipment.

The information collected from the performance of the HBMS and subsequent laboratory testing was compiled, organized and analyzed using electronic maps for use by the Port’s Civil Engineer. The findings of the lead and asbestos survey helped the Port to plan pre-demolition abatement activities, which were used as bidding guidelines for the removal of the HBM. The survey was expedited to meet the Port’s deadline.

US National Park Service East Marin Island Residence & Associated Facilities, San Francisco Bay, San Rafael, California Ninyo & Moore was retained by the United States National Park Service (NPS) to perform a hazardous building materials survey (HBMS) at a residence and associated facilities on East Marin Island (Island) in the San Francisco Bay off of San Rafael, California. The HBMS involved a total of two structures constructed in the 1930s on the Island.

The destructive HBMS was related to the demolition of the residence and associated facilities in order to revert the Island back its former natural state. The Island was turned into a seagull rookery. Of particular importance during this project was coordination of travel to and from the Island via boat with NPS personnel and health and safety plans for Ninyo & Moore and NPS personnel and local wildlife. Ninyo & Moore provided quality service to NPS environmental staff amidst changing project schedules and deadlines.

Ninyo & Moore also provided oversight/review activities during the abatement of identified hazardous building materials.

Pittsburg Power Company Island Causeway Bridge Gas & Water Pipelines Renovation, Vallejo, California Ninyo & Moore performed hazardous building materials sampling, analysis and reporting on gas and water lines that span the Mare Island Causeway Bridge (Bridge) directly over the Mare Island Channel located in Vallejo, California. Asbestos and lead were the suspect hazardous building materials of concern.

The project included renovations to the gas and water lines spanning the length of the underside of the Bridge. Sampling, analysis and reporting related to the sampled materials, employee safety and potential biological/water contamination concerns were of utmost importance during this project. Ninyo & Moore provided quality service to the Pittsburg Power Company on time and within budget.
holding off on this section until i get final list from team 4 1 | Experience, Qualifications, & Availability
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022 Port of Long Beach Gerald Desmond Bridge Demolition, Long Beach, California Ninyo & Moore was retained as a subcontractor to another firm to provide environmental consulting services in support of the Gerald Desmond Bridge (GDB) Demolition Project. The bridge was located within the Port of Long Beach, Long Beach, California (site) and had five roadway lanes which run from Ocean Boulevard and Interstate 710 and cross the back channel to Terminal Island in the Port of Long Beach. It was a one-level bridge structure totaling an approximate 340,000 square-foot area. The bridge consisted mainly of metal and concrete. The bridge deck was approximately 5,200 feet in length from the east abutment to the west abutment. The tallest portion of the bridge was 250 feet above the water.

A HBMS and documentation review of environmental reports were requested to be performed in preparation of demolition of the bridge. A survey work plan was prepared and submitted to the Port of Long Beach for approval prior to the field work for the HBMS.

The work plan included preparation of a site-specific health and safety plan prepared by a Certified Industrial Hygienist whom is also certified as a Safety Professional. The work plan also included a comprehensive traffic control plan prepared in accordance with the Port of Long Beach requirements and the W.A.T.C.H. Manual requirements.

Prior to performing the survey and in accordance with the site-specific health and safety plan, a pre-field visit to determine the sampling and safety needs of the bridge was conducted. Field inspectors were provided on-site aerial lift operations training in accordance with Occupation Safety and Health (OSHA) requirements as the survey needs required access to areas beneath the bridge up to 60 feet high.

The HBMS included an asbestos survey, lead-based paint survey, and developing an inventory of universal waste rule materials.

The asbestos survey was performed in accordance with the United States Environmental Protection Agency National Emission Standards for Hazardous Air Pollutants, OSHA, and the local South Coast Air Quality Management District for performing asbestos surveys. The lead survey was conducted in accordance with the United States Department of Housing and Urban Development’s guidelines for lead surveys. XRF sampling was used for the initial survey and paint chip confirmation sampling was performed to confirm the lead content of select components. A visual assessment and quantification of universal wastes was prepared as part of the HBMS.

Approximately 1,000 gaskets were found to be asbestos-containing, which are located where the metal railings join the concrete side barriers. All metal beams, cross beams, support beams, and approximately 10,400 linear feet of traffic striping on the roadway were found to be lead-containing. Various transformers, electrical boxes, generators, and street lights were documented to contain other universal wastes, which will require special handling and disposal needs. Field activities, sampling methods, laboratory analysis, findings, and recommendations were summarized in a report. Ninyo & Moore provided hazardous abatement monitoring services during the abatement activities.

5 1 | Experience, Qualifications, & Availability
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022

QUALIFICATIONS
Ninyo & Moore will lead this contract from our Alameda, California office, under the direction of Principal and Project Manager, Mr.

William Larkin, CAC, LRC I/A & PM. He will act as the primary contact for the City, and he will oversee and direct the assignment of specific tasks to his support team. The assigned staff are credentialed by the State of California and are fully committed to successful completion of this project. They bring a combination of strong technical skills and were selected with specific attention to the anticipated scope of work for the City. We also understand that any changes to our team composition will require notification to and consultation with the City prior to replacement staff are assigned to support any task.

The organization chart below outlines the team roles and flow of communication, and the names of staff in each key position.

Resumes for key staff and a table outlining support staff credentials are provided in the following pages.

Senior Project
Environmental Scientist
Nicolas Carpenter, CAC, LRC I/A & PM
Certified Industrial Hygienist &
Corporate Safety Director
Stephen Waide, CIEC, CIH, CMC, CSP
Project Manager | Principal
Environmental Scientist
William Larkin, CAC, LRC I/A & PM
Team Organization
Support Team
Brian Ford, CSST, LRC I/A
Bryan Burkey Fong, LRC I/A
David Pacheco, LRC ST
Edilberto Quintero, LRC ST
Nicholas Marinello, CAC, LRC PM, I/A & ST
6 1 | Experience, Qualifications, & Availability
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022

EDUCATION
M.P.A., Golden Gate University, 1994,
San Francisco, California
B.A., Political Science and European
History, 1984, University of California,
Davis

REGISTRATIONS/CERTIFICATIONS
CA/DOSH Certified Asbestos Consultant,
No. 99-2688
CDPH Lead-Related Construction
Inspector/Assessor, No. 1285
CDPH Lead-Related Construction Project
Monitor, No. 1284
Sampling and Evaluating Airborne
Asbestos Dust Certification, NIOSH 582
OSHA 40-Hour Health & Safety Training
with Annual Updates
William P. Larkin, CAC, LRC I/A & PM
Project Manager & Principal Environmental Scientist
As a Principal Environmental Scientist for Ninyo & Moore, Mr. Larkin has extensive experience in all aspects of asbestos and lead-based paint surveys and construction management programs, as well as environmental planning programs including transportation and city planning projects. He has participated in multi-family asbestos and lead-based paint surveys in both occupied and unoccupied buildings, aided in asbestos project design and provided project management and construction monitoring in educational, commercial, industrial, residential, and laboratory facilities.

Mr. Larkin has conducted numerous environmental due diligence assessments and compliance reviews of retail, industrial, and commercial properties, as well as numerous biological/mold assessments for private and public clients. He has performed hundreds of HBMS throughout the San Francisco Bay Area and Northern California.

EXPERIENCE
City of Pittsburg, Limited Asbestos and Lead Paint Sampling Report, Water Treatment Plant, 300 Olympia Drive, Pittsburg, California: Project Manager for a limited ACM and lead-based paint (LBP) sampling project for the City of Pittsburg’s Water Treatment Plant. His responsibilities included sampling and analysis of building materials, and preparation of a ACM and LBP sampling report.

City of Vallejo On-Call Environmental Hazardous Material Services, Vallejo, California: Project Manager for this on-call engineering hazardous materials services contract. To date, services have included the performance of HBMS, preparation of HBM abatement specifications, and HBM abatement oversight and monitoring (including clearance sampling and closeout reporting) for a variety of City-owned structures such as a former church/homeless center and various municipal buildings.

Alameda County Public Works Agency On-Call Environmental Services Contract, Alameda County, California: Project Manager for various projects conducted under this on-call contract since its initiation in 2010, the majority of which have included inspection and testing of subsurface piping which was exposed during excavation activities that appeared to contain transite material. Other HBMS projects have included: preparing HBMS and lead-containing material investigations at several ACPWA sites, including the Alvarado, Ettie Street and Lake Merritt Pump Stations, where asbestos and lead samples were collected from building materials and equipment; preparing HBMS reports with our findings, conclusions and recommendations; and preparing bid specs for hazardous material abatement activities.

Housing Authority of the City of Alameda, North Housing HBMS, Alameda, California: Principal Environmental Scientist/Project Manager for HBMS at 17 buildings located on Mayport Circle, Kollman Circle and Mosley Avenue in the North Housing Area of Alameda, California scheduled for heavy renovation and/ or demolition. The HBMS included collection and analysis of hundreds of suspect asbestos- containing and suspect lead-containing materials, and quantifications of manufactured miscellaneous HBM (i.e. fluorescent light tunes, associated lighting ballasts, etc.). Bulk samples of suspect PCB material (caulking, sealants, etc.) were also collected and analyzed for PCB content. A large, final HBMS survey report was developed, as were abatement specifications for the identified hazardous materials. 7 1 | Experience, Qualifications, & Availability
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022

EDUCATION
B.S., Biology, 2005, University of
California Santa Cruz

REGISTRATIONS/CERTIFICATIONS
CA/DOSH Certified Asbestos Consultant,
No. 12-4867
CDPH Lead-Related Construction
Inspector/Assessor, No. 5078
CDPH Lead-Related Construction Project
Monitor, No. 5077
Nicolas J. Carpenter, CAC, LRC I/A, LRC PM
Senior Project Environmental Scientist
As a Senior Project Environmental Scientist, Mr. Carpenter performs Hazardous Building Materials Surveys to identify hazardous materials within school buildings; assists with preparing construction contract documents for the abatement, removal, management, and disposal of hazardous building materials associated with construction projects; prepares cost estimates of asbestos and lead abatement projects; performs air monitoring; and abatement contractor oversight management services to facilitate regulatory compliance during abatement projects. Mr. Carpenter also performs microbial and indoor air quality assessments, prepares correspondence, permit requests, reports, and other regulatory documents.

EXPERIENCE
Pier 12 Replacement Hazardous Building Materials Survey, San Diego County, California: Project Manager for the performance of a HBMS for the Pier 12 Replacement at the Naval Base in San Diego, California. The project involved engineering evaluations of two piers at Naval Base San Diego (Piers 12 and 14), and the Fuel Pier at Naval Base Point Loma. Each pier was evaluated for the presence of potential HBM, including suspect ACM, lead based paint (LBP), and other miscellaneous HBM. Inspections below each pier were timed to coincide with high tide, in order to access materials and surfaces found just beneath the underside of the piers. Samples of suspect materials were collected using EPA-recommended sampling procedures. To screen surfaces for lead content, a portable x-ray fluorescence (XRF) spectrum analyzer was utilized. Confirmation paint chip samples were also collected from suspect surfaces for laboratory analysis.

Port of San Diego Tenth Avenue Marine Terminal, San Diego, California: Project Manager for the performance of a HBMS of two warehouse buildings at the Tenth Avenue Marine Terminal located near the Coronado Bridge south of downtown San Diego. The information from the field was compiled, organized and analyzed using electronic maps for use by the Port District’s Civil Engineer. The findings of the survey activities are being used to plan future construction projects. Responsible for sampling and quantification of suspect asbestos-containing materials, review of laboratory data, and assisted with project coordination and report generation.

Port of San Diego Anthony’s Fish Grotto Demolition Hazardous Material Building Survey, San Diego, California: Project Manager for the performance of a HBMS and related reporting prior to the demolition of the former one-story restaurant totaling 3,500 square-foot built on the San Diego Bay in the 1960s. The field portion of the survey was completed in under a week and the report was produced to the client.

The lead and asbestos survey results were used as bidding guidelines for the removal of the hazardous material discovered during the survey.

College of Marin, Bolinas Marine Biology Laboratory (BMBL), Bolinas, California: Field Representative during the hazardous building materials sampling, analysis and reporting phase and the abatement monitoring phase for this College of Marin property that was demolished after being constructed in the early 1900s. The BMBL compound was a two-story structure with a separate, dedicated marine lab.

The two structures encompassed approximately 8,000 square feet. 8 1 | Experience, Qualifications, & Availability
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022

SUPPORT TEAM CREDENTIALS
Team Member Name Degree / Certifications
Brian Ford
Staff Environmental Scientist
CA/DOSH CSST, No. 09-4478
CDPH LRC I/A, No. 9602
Bryan Burkey Fong
Senior Project Environmental Scientist
B.S., Geology, San Francisco State University
CDPH LRC I/A, No. 2726
David Pacheco
Staff Environmental Scientist
CDPH LRC ST, No. 1700
Edilberto Quintero
Senior Staff Environmental Scientist
CDPH LRC ST, No. 0274
Nicholas Marinello
Project Environmental Scientist
B.A., Environmental Studies, University of San Diego
CA/DOSH CAC, No. 17-6117
CDPH LRC I/A, No. 3568
CDPH LRC PM, No. 9180
CDPH LRC ST, No. 3199
Among Ninyo & Moore’s major attributes
are a strong understanding of public sector
client needs, innovative technical solutions,
detailed understanding of regulations,
and a proactive, professional relationship
with regulators and consultants in the
region. Ninyo & Moore is currently one of
the District’s environmental consultants of
choice and has been selected on a high-level
of responsiveness to our projects, effective
communication skills, and quality of work.
- Paul Brown
Port of San Diego
“
“

2 Approach & Schedule
2 | Approach & Schedule
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022 9 2 | Approach & Schedule

APPROACH
Ninyo & Moore will approach this project, first and foremost, from a very rigorous health and safety perspective. After discussions with the Client and observing the site facilities, we are assuming that all facilities are red-tagged and in-accessible. Site-specific health and safety and work plans will be prepared in an effort to quell any potential safety problems associated with planned assessment/sampling activities. With this in mind, we plan to use machinery to assist us with our sampling efforts at the wharf facilities. These will include a boom/man-lift to access as much of the wharf, warehouse and other associated structures as possible. We will also approach the assessment of these facilities from the bay side using a professional boat/launch service.

The assessment activities will include a hazardous building materials survey (HBMS) for asbestos-containing materials (ACM), lead-containing materials (LCM), polychlorinated biphenyls (PCBs), fuels, stored hazardous wastes, and miscellaneous hazardous building materials such as PCB light ballasts, switches and transformers, mercury-containing thermostats/switches, fluorescent light tubes, tritium exit signs, Freon™-containing refrigeration systems, and other potentially hazardous components.

Based on the site walk conducted on May 18, 2022, drums of unknown contents are present on the site. Because the wharf facilities could not be accessed at the time of the site walk, the number of drums is unknown. Using the boom lift, we propose to observe the interior of the wharf buildings for the presence of drums to the extent possible. Once located, the drums will be accessed and sampled by an experienced waste hauler from the boom lift. Each sample will be analyzed for the following parameters:
• Total Petroleum Hydrocarbons (TPH)-Diesel/Motor Oil (EPA Method 8015). • TPH as gasoline and Volatile Organic Compounds (VOCs) (EPA Method 8260). • PCBs (EPA Method 8082).
• Title 22 Metals (EPA Method 6010).

One underground storage tank (UST) has been identified on the site. The former use and contents of the UST are unknown. We propose to collect one sample of the contents of the UST and have it analyzed for the following parameters:
• Total Petroleum Hydrocarbons (TPH)-Diesel/Motor Oil (EPA Method 8015). • TPH as gasoline and Volatile Organic Compounds (VOCs) (EPA Method 8260). • PCBs (EPA Method 8082).
• Title 22 Metals (EPA Method 6010) (associated with waste oil if that is what was stored).

Based on our observations during the site visit, the UST is encased/enclosed in concrete. Therefore, we do not propose to collect samples of the soil beneath the concrete encasement. Soil beneath the concrete encasement can be observed at the time of removal of the encasement and subsequently sampled either as an independent event or handled at the time of soil removal as part of the seawall removal. The sample would be analyzed for the same parameters as the UST contents.

We understand that soils associated with removal of the seawall will be disposed of offsite. Therefore, the soil will need to be profiled for disposal at the appropriate facility. Because there are no known releases or significant sources of hazardous materials that could have had releases, our proposed scope of services for profiling the soil follows Class III non-hazardous waste soil guidelines. Class III guidelines recommend collecting one sample for every 250 cubic yards (cy) for the first 1,000 cy and one sample per 500 cy thereafter. Because the volume of soil to be removed and disposed of is unknown, the most efficient and representative approach to profiling the soil would be to remove the soil, stockpile it on site, and collect samples from the stockpiled soil. The samples will be submitted under chain-of-custody documentation to a California-certified analytical laboratory where they will be analyzed for the following parameters:
• Total Petroleum Hydrocarbons (TPH)-Diesel/Motor Oil (EPA Method 8015). • TPH as gasoline and Volatile Organic Compounds (VOCs) (EPA Method 8260). • Semi-Volatile Organic Compounds (SVOCs) (EPA Method 8270). 10 2 | Approach & Schedule
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022 • Organochlorine Pesticides (EPA Method 8081) and PCBs (EPA Method 8082). • Title 22 Metals (EPA Method 6010); and
• Asbestos (CARB Method 435).

In addition, we will analyze 2 metals per sample for hazardous waste classification if metal results exceed California Code of Regulation Title 22 hazardous waste classification criteria. Analysis will include Soluble Threshold Limit Concentration (STLC) and Waste Extraction Test (WET) and /or Toxicity Characteristic Leaching Procedure (TCLP) as warranted.

Upon completion of the HBMS and drum and UST sampling, we will prepare a peer-reviewed report including a summary of the investigative methods and field observations; data evaluation and discussion; findings; and conclusions and recommendations, as necessary. A separate report will be prepared of the soil characterization associated with seawall removal. The reports will be signed by a Principal of the firm and the appropriate California Certified Professional.

SCHEDULE
The HBMS and drum and UST sampling will be completed within four (4) weeks of notice to proceed and is broken down as follows:
• Project startup and completion of site work two (2) weeks • Laboratory analyses one to two (1 to 2) weeks (some overlap with site work schedule) • Report preparation one (1) week
Soil characterization/profiling will be completed within three (3) weeks of soil stockpile availability and is broken down as follows:
• Site work one to two (1 to 2) days
• Laboratory analyses one to two (1 to 2) weeks
• Report one (1) week

ASSUMPTIONS
• The HBMS and drum sampling of the wharf facilities will be conducted via use of boom lift because of the red-tagged status of the facilities. Therefore, these sampling activities will be limited to the areas that can be accessed with the boom lift. It is further assumed that access will be allowed to facilities using a boom lift. • Bay sediments beneath the deck/wharf facility are not part of this project. • Approaching the site facilities (wharf, bldgs., etc.) from the water side via boat will be allowed. in an effort to overcome any potential safety issues we will be using only professional services (professional boat service vs. personal watercraft [kayak, etc.]).
• For safety purposes we have assumed a two-man crew for the HBMS and drum sampling. • Soil sampling will be conducted once all soil has been removed and stockpiled. • Laboratory analyses will be conducted on a 5- to 10-day normal turn-around-time. • Once mobilized to the site, no work stoppages beyond the control of Ninyo & Moore or its subcontractors will occur. 3 Cost
3 | Cost
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022 11 3 | Cost

PROPOSED FEE
We propose to provide our services on a time-and-materials basis in accordance with the rate schedule provided below. The estimated fees for the services proposed herein include the following:

Hazardous Building Materials Survey-$28,500
Inclusive of 3 days of a boom lift, 1 day of professional boating service, all field and office labor, 40 asbestos analyses, 20 lead analyses, and 20 PCB analyses.

Sampling of Drums & UST (3 drum samples and 1 UST sample)-$7,800 The number of drums in the wharf facilities is unknown. Three were observed during the site visit; therefore, three drum samples have been included in our fee. Inclusive of 1 day of boom lift, laboratory analyses and field and office labor. Report is included in HBMS fee above.

Soil Characterization for Disposal-$1,100 per sample plus $4,200 labor.

Labor inclusive of all field and office labor. Number of samples to be identified post excavation.

A copy of our hourly rates is provided on the following pages. 12 3 | Cost
Ninyo & Moore | City of Richmond RFP for Hazardous Material Characterization Services - Terminal 4 Wharf, Warehouse and Piling Removal | P09OAK03-01336 | May 24, 2022 Ninyo & Moore | Project Name | Proposal No. | Date CA11 Schedule of Fees
Hourly Charges for Personnel
Professional Staff
Principal Engineer/Geologist/Environmental Scientist/Certified Industrial Hygienist .............................................. $ 178 Senior Engineer/Geologist/Environmental Scientist ............................................................................................... $ 168 Senior Project Engineer/Geologist/Environmental Scientist ................................................................................... $ 163 Project Engineer/Geologist/Environmental Scientist ............................................................................................... $ 156 Senior Staff Engineer/Geologist/Environmental Scientist ....................................................................................... $ 142 Staff Engineer/Geologist/Environmental Scientist................................................................................................... $ 126 GIS Analyst .............................................................................................................................................................. $ 116 Technical Illustrator/CAD Operator.......................................................................................................................... $ 92 Field Staff
Certified Asbestos/Lead Technician ........................................................................................................................ $ 163 Field Operations Manager ....................................................................................................................................... $ 112 Nondestructive Examination Technician (UT, MT, LP) ........................................................................................... $ 108 Supervisory Technician ........................................................................................................................................... $ 98 Special Inspector (Concrete, Masonry, Structural Steel, Welding, and Fireproofing) ............................................ $ 98 Senior Technician .................................................................................................................................................... $ 97 Technician ................................................................................................................................................................ $ 92 Administrative Staff
Information Specialist .............................................................................................................................................. $ 78 Geotechnical/Environmental/Laboratory Assistant ................................................................................................. $ 76 Data Processor ........................................................................................................................................................ $ 73 Other Charges
Concrete Coring Equipment (includes technician) .............................................................................................. $ 190/hr Anchor Load Test Equipment (includes technician) ........................................................................................... $ 190/hr GPR Equipment ................................................................................................................................................... $ 180/hr Inclinometer ......................................................................................................................................................... $ 100/hr Hand Auger Equipment ....................................................................................................................................... $ 80/hr Rebar Locator (Pachometer) ............................................................................................................................... $ 25/hr Vapor Emission Kit .............................................................................................................................................. $ 65/kit Nuclear Density Gauge ....................................................................................................................................... $ 12/hr X-Ray Fluorescence ............................................................................................................................................ $ 70/hr PID/FID ................................................................................................................................................................ $ 25/hr Air Sampling Pump .............................................................................................................................................. $ 10/hr Field Vehicle ........................................................................................................................................................ $ 15/hr Expert Witness Testimony ................................................................................................................................... $ 450/hr Direct Expenses .................................................................................................................................... Cost plus 15 % Special equipment charges will be provided upon request.

Notes
For field and laboratory technicians and special inspectors, overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays.

Field technician and special inspection hours are charged at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours.

Invoices are payable upon receipt. A service charge of 1.5 percent per month may be charged on accounts not paid within 30 days.

Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project, as applicable.

The terms and conditions are included in Ninyo & Moore’s Work Authorization and Agreement form.

For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF

RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

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

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

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

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

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:

PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.

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

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

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

For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond
Richmond, CA 94804-0046

1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

General Conditions/EJ/TE 01-19-11 1 of 13

EXHIBIT D

GENERAL

CONDITIONS

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

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

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

4. Patents, Trademarks, Copyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the expres
s prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable int ellectual properties
without restriction of any kind said license.

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

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

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

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

General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expens
e, furnish all facilities and
equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a peri od of three (3)
years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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

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

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

9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 5 of 13

any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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

General Conditions/EJ/TE 01-19-11 6 of 13

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

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misc onduct of an
indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

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

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

16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 8 of 13

responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 9 of 13

under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.

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

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

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 11 of 13

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining pr
ovisions or portions or applications
thereof, shall not be affected thereby.

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

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

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

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

39. Performance and Final Acceptance
.

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

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

General Conditions/EJ/TE 01-19-11 13 of 13

City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

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

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

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):

For the Contract between the City of
Richmond and

EXHIBIT F

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 1 of 3

Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

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

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

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

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

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

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

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

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

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

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

5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)

Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

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

General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type
2 – Page 2 of 3
R
evised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONT
RACTOR must replace coverage immediately and provide notice to City.

Um
brella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies. ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type
2 – Page 3 of 3
R
evised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

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

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

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

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

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

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