OnCall PM Contracts_Originals.pdf — Richmond City Council, December 6, 2022

CITY OF RICHMOND

STANDARD CONTRACT
Department: Engineering & CIP Project Manager: Tawfic N. Halaby Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 621-1612
PR No: Vendor No: 14031 P.O./Contract No: 5043
Description of Services:

Project Management services for various capital projects, including federally funded projects.

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:

APM
Company Name:

Street Address: 1990 N. California Blvd., 8th Floor
City, State, Zip Code: Walnut Creek, CA 94596
Contact Person: Gerardo Avila
Telephone: (925) 930-3947 Email: [email protected]
Business License No: 40059044 / Expiration Date: August 8, 2020 A California corporation, L limited liability corporation • general partnership, limited partnership, L individual, non-profit corporation, _ individual dba as [specify:]_
] other [specify:]

2. Term. The effective date of this Contract is January 15, 2020 and it terminates January 14, 2023 unless terminated as provided herein.

3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 400,000.00 . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

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

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

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.

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

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

Date Signed: 1/212
y: Dabina Lundy
ity Clerk (Assistant"
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

By:
1 e /Purcipe
By: Title:

City Attorney
Date Signed; 1/21/20
(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
APM

EXHIBIT A

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

The CONSULTANT shall provide on-call project management services as authorized by the City Engineer. The services include a broad array of services, but are not limited to, the following for federally funded projects: grant management; complying with the Local Assistance Procedures Manual routine requirements for the Preliminary Environmental Study, Field Review, National Environment Policy Act, Right-of-Way and Utility Certification, Request for Authorization to Proceed with Design/Construction, Award Packet, Reimbursement Requests, and Project Close-out; complying with federal and state public contracting requirements; submitting requests for funding, project documentation, and progress reports; updating the Fund Management System; preparing audit-ready filing systems; and meeting additional coordination and reporting requirements for county and regional funding agencies. A sample scope of services is attached.

Upon receiving a Service Request from the City Engineer, the CONSULTANT shall prepare and provide the City Engineer with a proposed Work Plan and a "not to exceed" cost estimate to perform the items of work required. The Work Plan shall include a scope of work, a project schedule and a list of deliverable. Upon approval of the Work Plan, the City Engineer will issue a Work Authorization to begin work. Such Work Authorization shall be incorporated and made part of this Contract. The CONSULTANT shall start work immediately (within 24 hours) upon receipt of the Work Authorization.

CONSULTANT shall maintain a project filing system and keep all relevant records for each project. The project files shall be organized and outlined in the format established in the Scope of Work for each project and shall be available for review by the City upon request. All project documents shall be prepared and submitted in the appropriate format, according to the intended use of the documents, to the City Engineer upon completion of the project. Any information obtained by the CONSULTANT as a result of performing the services shall become the property of the City and shall not be released to third parties without prior written consent from the City.

See attached Scope of Work
20 SCOPE OF SERVICES

2.1 Scope of Work
The Consultant shall provide project management services for sample Scope of Services for federally funded projects is summarized below. Not all services listed below are required for every project. The Director of Engineering & Capital
Improvement Projects will specify the services in the Service Requests for each project. The Consultants may modify the scope of services deemed appropriate in their proposals. 1 Grant Management for Federally Funded Projects

1.1 Track potential grants

1.2 Generate requests for funding

1.3 Update and modify FMS as-needed

1.4 Work with City staff and consultants on completing
grant applications

1.5 Submit grant applications

1.6 Follow up on grant applications as-needed

1.7 Prepare and submit quarterly reports as-needed

1.8 Ensure compliance with federal procurement and
contracting requirements

1.9 Prepare reimbursement requests for submittal to
Local Assistance

1.10 Prepare Award Packet for submittal to Local
Assistance

1.11 Prepare Close-Out Packet for submittal to Local
Assistance

1.12 Prepare applications and obtain permits as required fromother agencies

1.13 1.14
systems conforming to federal-aid guidelines
2 NEPA

2.1 Prepare Field Review request (PES, etc.) documents

2.2 Attend Field Review meeting
23 Provide as-needed services subsequent to the Field
Review meeting, including for technical memoranda,
studies, etc.
3 Request for Authorization to Proceed for Federally
Funded Projects

3.1 Prepare RA to Proceed with Design packet and
follow up with Local Assistance as- needed

3.2 Review plans and specifications for conformance
with federal requirements

3.3 Prepare Right-of-Way Certification

3.4 Prepare Utility Agreements

3.5 Work with utility companies to execute utility
agreements

3.6 Prepare RA to Proceed with Construction packet

3.7 Perform DBE Calculations for federally funded
projects

3.8 Submit RFA packet to Local Assistance

3.9 Follow-up as-needed to satisfy all requirements

3.10 Maintain all project documents and records in
accordance with federal aid project guidelines
4 Miscellaneous Services for Federally Funded
Projects

4.1 Review plans, specifications, and estimates for
conformance to federal-aid project requirements

4.2 4.3

4.4 4.5
including services not specifically described herein
above, but as may be necessary for implementin
federal-aid project:

For the Contract between the City of
Richmond and
APM

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

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

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Tawfic N. Halaby Department: Engineering & CIP PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted. Hatractor 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 after completion of services to the City's satisfaction. The City shall not pay late fees or interest.

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

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

For the Contract between the City of
Richmond and
APM

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, ostage 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:

Tawfic N. Halaby
City of Richmond
450 Civic Center Plaza, 2nd Floor
Richmond, CA 94804-0046

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

Gerardo Avila
APM
1990 N. California Blvd., 8th Floor
Walnut Creek, CA 94596

EXHIBIT D

GENERAL CONDITIONS

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

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

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

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 2 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 3 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) vears after final payment under this Contract. The examination and audi 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:

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 staffs 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 4 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 5 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 attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. . Additionaliy, 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 SS 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

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

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

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

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

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
responsibility for the satety of Contractor's employees and any substantial proper dares later ones erinal romance off
this Contract, Contractor shall immediately notify the City by telephone.

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

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

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

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

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

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

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

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
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 regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 10 of 13

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 purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

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

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

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

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

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

39. Performance and Final Acceptance.

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond and
APM

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
APM

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
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 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 reguired.)
Required Coverage Minimum Limits
orkers' Compensation ar Statutory limits as required by the State of California including $1 million nplovers' Liabilit 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:
ttp://www.ci.richmond.ca.us/index.aspx?nid=6.

General Liability 2,000,000 per occurrence for bodily injury, personal injury and propert damage. If the policy includes a general aggregate, either the general (primary and excess limits aggregate shall apply separately to this project, service or location or the combined) 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.

Type 2 - Page 1 of 3
Roviced, Contemher 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Professional Liability or Errors & PROJECT COST REQUIRED LIMIT Omissions Liability - $1 million p/o
$1 million - $5 million $2 million p/o
Required for all professionals
including architects, engineers, Over $5 million $5 million p/o 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 respec 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 Contractor's insurer will provide a Waiver of Subrogation in favor of the City Endorsement Form 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
e deductible or self-insured retention guaranteeing payment of losses an lated investigations, claims administration and defense expenses Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

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

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

Type 2 - Page 2 of 3
Revised: September 2011
_ Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Claims-Made Policies
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 the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin "he City of Richmond reserves the right to require complete, certified copies of all required insurance policie:
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 equired coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.

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

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable oniy to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with Type 2 - Page 3 of 3
Revised: September 2011
AVILPRO-01 DROBERTS
ACORD: CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 8/9/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

PRODUCER License # 0K07568 this certificate does not confer rights to the certicafe holder in lieu of suchenir call Hodges -dir Cumbre Insurance Services, LLC PIC, No, Ext: (909) 484-2456 | FAC, No): (909) 484-2491 3110 E. Guasti Road
Ontario, CA 91761
INSURERS) AFFORDING COVERAGE NAIC*
INSURERA: Sentinel Insurance Company, Ltd 11000
INSURED INSURER B: Hartford Accident and Indemnity Company 22357 Avila Project Management INSURER C: Hartford Underwriters Insurance Company 30104 5030 Valley Crest Drive #93 INSURERD: Hiscox Insurance Company Inc. 10200 Concord, CA 94521
INSURERE:

INSURERF:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR TYPE OF INSURANCE POLICY NUMBER POLICY EX LIMITS
TR
A COMMERCIAL GENERAL LIABILITY 2,000,000

EACH OCCURRENCE
CLAIMS MADE X OCCUR XX 72SBAIT0175 2/22/2019 2/22/2020 DAMAGE TO RENTED 1,000,000 PREMISES (Ea occurrence)
10,000
MED EXP (Any one person)
2,000,000
PERSONAL & ADV INJURY 4,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
POLICY LOC 4,000,000

PRODUCTS - COMP/OP AGG
OTHER: $.

COMBINED SINGLE LMIT 1,000,000
AUTOMOBILE LIABILITY (Ea accident)
ANY AUTO 57UECUO2428 4/11/2019 4/11/2020 BODILY INRY (Per person) AMOS ONLY BODILY INJURY (Per accident) $
AUTO's ONLY X $

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS-MADE

AGGREGATE
DED RETENTION $ $
Y/N X 72WECDX0184 2/22/2019 2/22/2020 LE.L. EACH ACC DENT 1,000,000 EL DISEASE - EA EMPLOYEE S 1,000,000
LESCRIPTION OF OPERATIONS below. 1,000,000
Errors & Omissions E000004559002 6/21/2019 6/21/2020 Por CaSE POLKY LIMIT 8 1,000,000 D Errors & Omissions E000004559002 6/21/2019 6/21/2020 Aggregate 1,000,000 The City of Richmond, its officers, officials, employees, agents and volunteers are named as Additional Insured per the terms and conditions of the policy.

CERTIFICATE HOLDER CANCELLATION
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804

AUTHORIZED REPRESENTATIVE
DebraL. Robrits
ACORD 25(2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 72 SBA IT0175
CHANGE NUMBER: 002
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):

The City of Richmond, its officers, officials, employees, agents and volunteers Location(s) Of Covered Operations:

City of Richmond, California
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section C. - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply:
with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage" occurring after:
caused, in whole or in part, by: 1. All work, including materials, parts or

1. Your acts or omissions; or equipment furnished in connection with such

2. The acts or omissions of those acting on your vork, on the project (other than service behalf; naintenance or repairs) to be performed by ol
on behalf of the additional insureds) at the
in the performance of your ongoing operations for location of the covered operations has been the additional insured(s) at the location(s) completed; or designated above.

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.

Form SS 41 70 06 11 Page 1 of 1
Process Date: 05/14/18 Policy Expiration Date: 02/22/19 @ 2011, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc., with its permission)

BUSINESS LIABILITY COVERAGE FORM
(b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physica apply to:
control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or
"employees", "volunteer workers",
any partner or member (if you ar (2) "Personal and advertising injury" partnership or joint venture), o arising out of an offense committed before you acquired or formed the
liability company. organization.
b. Real Estate Manager 4. Operator Of Mobile Equipment
Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such G. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization
responsible for the conduct of such person is
Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to:
been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of
The insurance afforded herein for any
such person is also an insured, but only with
subsidiary not shown in the Declarations
respect to liability arising out of the operation
as a named insured does not apply to
injury or damage with respect to which an of the watercraft, and only if no other insurance of any kind is available to that
insured under this insurance is also an person or organization for this liability. insured under another policy or would be
an insured under such palicy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to:
limits of insurance. a. "Bodily injury" to a co-"employee" of the

3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit
a. Coverage under this provision is afforded The person(s) or organizations) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the nsureds when you have agreed, in a writter policy period, whichever is earlier; and
Form SS 00 08 04 05 Page 11 of 24

BUSINESS LIABILITY COVERAGE FORM
(6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that
That is other insurance available to exceeds the sum of:
you covering liability for damages (1) The total amount that all such other arising out of the premises or Insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance.
(7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not
That is other insurance available to an bought specifically to apply in excess of the additlonal insured. Limits of insurance shown in the
However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach,
(a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to lhe total below. applicable limits of insurance of all insurers.
*(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do this insurance is nothing after loss to impair them. At our request, the insured will bring "suit" or
from that other transfer those rights to us and help us insurance. enforce them. This condition does not
Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional Waiver Of Rights Of Recovery (Waiver Insured has been added as an Of Subrogation)
additional insured.

If the insured has waived any rights of
recovery against any person or
lave no duty under this Coverage Part t organization for all or part of any payment, defend the insured against any "suit" if an including Supplementary Payments, we have made under this Coverage Part, we
also waive that right, provided the Insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.

Form SS 00 08 04 05 Page 17 of 24
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF SUBROGATION
This endorsement modifies Insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
We waive any right of recovery we may have against:

1. Any person or organization shown in the Declarations, or Any person or organization with whom you have a contract that requires such waiver.

Form SS 12 15 03 00 Page 1 of 1
@ 2000, The Hartford
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC DX0184 Endorsement Number: 01
Effective Date: 08/08/2019 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: GERARDO AVILA
5030 VALLEY CREST DR APT 93
CONCORD, CA 94521
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 5% of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
The City of Richmond Provide Project Management Services its officers, officials, employees, agents and for Federally Funded Projects volunteers
....-
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 08/09/2019 Policy Expiration Date: 02/22/2020

CITY OF RICHMOND

Project Management services for various capital projects, including federally funded projects.

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

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

CSW | ST2
Company Name:

Street Address: 45 Leveroni Court
City, State, Zip Code: Novato, CA 94949
Contact Person: Robert Stevens
Telephone: (415) 883-9850 Email: [email protected]
Business License No: 40059351 / Expiration Date: October 23, 2020 A California corporation, limited liability corporation • general partnership, limited partnership, L] individual, • non-profit corporation, ] individual dba as [specify:]_
other [specify:]
Term. The effective date of this Contract is January 15, 2020 and it terminates January 14, 2023 unless terminated as provided herein.

Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 400,000.00 • 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.

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.

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation CSW | ST2
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:

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

Date Signed: (D|U.24)
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form
By: _
AuPa (N.

By: Title:

City Attorney
Date Signed: Ø|.4:14
(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:

EXHIBIT A

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

See attached Scope of Work

2.0 SCOPE OF SERVICES

2.1 Scope of Work
The Consultant shall provide project management services for local, state and federally funded projects as authorized by the Director of Engineering & Capital Improvement Projects. A sample Scope of Services for federally funded projects is summarized below. Not all services listed below are required for The Director of Engineering & Capital
Improvement Projects will specify the services in the Service Requests for each project. The Consultants may modify the scope of services deemed appropriate in their proposals. 1 Grant Management for Federally Funded Projects

1.1 Track potential grants

1.2 Generate requests for funding

1.3 Update and modify FMS as-needed

1.4 Work with City staff and consultants on completing
grant applications

1.5 Submit grant applications

1.6 Follow up on grant applications as-needed

1.7 Prepare and submit quarterly reports as-needed

1.8 Ensure compliance with federal procurement and
contracting requirements

1.9 Prepare reimbursement requests for submittal to
Local Assistance

1.10 Prepare Award Packet for submittal to Local
Assistance

1.11 Prepare Close-Out Packet for submittal to Local
Assistance

1.12 Prepare applications and obtain permits as required fromother agencies

1.13 Attend pre-bid meeting, pre-construction meeting,
bid opening, assist with bid review

1.14 Develop auditable electronic and paper filing
systems conforming to federal-aid guidelines
2 NEPA

2.1 Prepare Field Review request (PES, etc.) documents

2.2 Attend Field Review meeting

2.3 Provide as-needed services subsequent to the Field
Review meeting, including for technical memoranda,
studies, etc.
3 Request for Authorization to Proceed for Federally
Funded Projects

3.1 Prepare RFA to Proceed with Design packet and
follow up with Local Assistance as- needed

3.2 Review plans and specifications for conformance

3.3 3.4

3.5 3.6 repare RFA to Proceed with Construction packe

3.7 erform DBE Calculations for federally funde

3.8 3.9 Follow-up as-needed to satisfy all requirements

3.10 Maintain all project documents and records in
accordance with federal aid project guidelines
4 Miscellaneous Services for Federally Funded
Projects

4.1 Review plans, specifications, and estimates fo
onformance to federal-aid project requirement

4.2 coriate and contrare state ones, Caltrans non-profit

4.3 Provide all necessary resources to carry out the full and software,

4.4 4.5 include series not see maily deserted heres
above, but as may be necessary for implementing
federal-aid projects
For the Contract between the City of
ichmond an

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Tawfic N. Halaby Department: Engineering & CIP PO Box 4046
Richmond, CA 94804-0046

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

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

For the Contract between the City of
Richmond and
CSW | ST2

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:

Tawfic N. Halaby
City of Richmond
450 Civic Center Plaza, 2nd Floor
Richmond, CA 94804-0046

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

Robert Stevens
CSW | ST2
45 Leveroni Court
Novato, CA 94949

EXHIBIT D

GENERAL CONDITIONS

General Conditions/EJ/TE 01-19-11 3 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 period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this

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:

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 necessarv to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 4 of 13
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.

General Conditions/EJ/TE 01-19-11 5 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 attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

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

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

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

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
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.

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.

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

General Conditions/EJ/TE 01-19-11 10 of 13

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.

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

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.

39. Performance and Final Acceptance.

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

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.

General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond and
CSW | ST2

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
CSW | ST2

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:

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.
riginal, signed certificates and original, separate policy endorsements, naming the City as an additional insure or general liability coverage, as well as a waiver of subrogation for Workers' Compensation insurance, shall b 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 Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:

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' profession (if required.)
Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of California including $1 million Employers' Liability
If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- If contractor is a sole proprietor (has no employees) than http://www.ci.richmond.ca.us/index.aspx?nid=61
General Liability $2,000,000 per occurrence for bodily injury, personal injury and property (primary and excess limits
combined) ninimum 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.

Type 2 - Page 1 of 3
Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Professional Liability or Errors & PROJECT COST REQUIRED LIMIT Omissions Liability - a milion: 95 milion $1 million p/o $2 million p/o
Over $5 million $5 million p/o
including architects, engineers,
nanagement, counselors, medica
professionals, hospitals, clinics,
coutas as as anay be reside the
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 njury, deaths and property damage or destruction arising in any respec firectly 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 he contractor's insurance coverage must be primary coverage as it pertains o the City, its officers, officials, employees, agents and volunteers. An:
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 Contractor's insurer will provide a Waiver of Subrogation in favor of the City Endorsement Form 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 ny deductible or self-insured retention must be declared to and approve Retentions y the City. At the option of the City either the insurer shall reduce o eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

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

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

Type 2 - Page 2 of 3
Revised: September 2011
_Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
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 anceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to he contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5 years after completion of contract work.
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 o either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact thai 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.

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 equired coverage, terms and conditions are still in place. Renewal certificates and updated endorsement hall be mailed to the Designated Project Manage
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
ny failure to comply with reporting or other provisions of the policies including breaches of warranties shall n ffect coverage provided to the City, its officers, officials, employees or volunteer Consistent with Public Policy
only to the iron sent heres they may fee to be terms nu bre poly here may and neer eate uble policy and thus enforceable.

Type 2 - Page 3 of 3
Revised: September 2011

DATE (MM/DD/YYYY)
ACORD® CERTIFICATE OF LIABILITY INSURANCE
9/27/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

Dealey, Renton & Associates (AC, No): 510-452-2193
License # 0020739 (AG, No. Ext): 510-465-3090
ADDRESS: [email protected]

INSURERS) AFFORDING COVERAGE
INSURER A: Sentinel Insurance Co. LTD 11000
INSURED CSWSTUBER1
INSURER B: Trumbull Insurance Company 27120
CSW/Stuber-Stroeh Engineering Group Inc. 29599
45 Leveroni Court INSURER C: U.S. Specialty Insurance Company Novato CA 94949 INSURER D:

INSURER E:

INSURER F:

COVERAGES

EXCLUSIONS AND CONDIIONS OF SUCH POLICES LIMITS SHOWN MAY HAVE BEEN REDUCED BEID HEREIN IS SUBJECT TO ALL THE TERMS,

TYPE OF INSURANCE POLICY NUMBER
A X COMMERCIAL GENERAL LIABILITY 57SBWDO5183 $2,000,000

DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ 1,000,000
MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL. AGGREGATE $4,000,000 POLICY X PROT LOC PRODUCTS - COMPIOP AGG $4,000,000
OTHER:

AUTOMOBILE LIABILITY Y 57UEGPC4887 9/1/2019 9/1/2020 $1,000,000 X ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED BODILY INJURY (Per accident)

AUTOS ONLY AUTOS
HIRED NON-OWNED ROPERTY DAMAG $
AUTOS ONLY AUTOS ONLY er accide
A UMBRELLA LIAB X OCCUR | 57SBWDO5183 9/1/2019 9/1/2020 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000

WORKERS COMPENSANTN I RETENTIONS
Y 57WEGZR3304 9/1/2019 9/1/2020 X STATUTE T

AND EMPLOYERS LIABILITY
E.L. EACH ACCIDENT $ 1,000,000
landatory in NI EL. OISEASE EAEMPLOYEE $ $1,00.000
E.L. DISEASE - POLICY LIMIT $1,000,000
Professional Liability USS1929615 3/31/2019 3/31/2020 per Claim Annual Aggregate
CERTIFICATE HOLDER CANCELLATION 30 Days Notice of Cancellation City of Richmond
450 Civic Center Plaza AUTHORIZED REPRESENTATIVE
Richmond, CA 94804
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 57UEGPC4887
EXCERPTS FROM CA 0001 (1013)

HARTFORD BUSINESS AUTO COVERAGE
Additional Insured: SECTION II - COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are "insureds"
c. Anyone liable for the conduct of an "insured"....but only to the extent of that liability.

Primary Insurance: SECTION IV - BUSINESS AUTO CONDITIONS B. General Conditions - 5. Other Insurance
a. For any covered "auto" you own, this Coverage Form provides primary insurance.

For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance.
c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract".

Cross Liability Clause: SECTION V - DEFINITIONS
G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought.

EXCERPTS FROM HA9916 (0312)

HARTFORD COMMERCIAL AUTOMOBILE BROAD

FORM ENDORSEMENT

15. WAIVER OF SUBROGATION - We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form.

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Public Works Project Manager: Angela Walton Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 255-9688
P.R. No: Vendor No: 3982 P.O./Contract No: 5046
Description of Services:

As needed project management services for various federally funded capital projects Amendment No. 1 modifies the: (2nd or subsequent amendments attach Amendment History page) —Term, Payment Limit and Service Plan Payment Limit and Service Plan —Term and Service Plan Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

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

Macks Craic, Inc. dba Mack5
Company Name:

Street Address: 322 Harbour Way. Suite 16
City, State, Zip Code: Richmond, CA 94801
Contact Person: Manil Bajracharya
Telephone: (510) 595-3020 Email: [email protected]
Business License No: 40040381 / Expiration Date: December 8, 2021 A California V corporation, • limited liability corporation general partnership, limited partnership, | individual, L non-profit corporation, individual doa as specify:)
other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on January 14, 2020 _, which original term commenced on January 15, 2020 and terminates January 14, 2023 with an original contract payment limit of $400,000.00 . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

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

CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a municipal corporation Macks Craic, Inc. dba Mack5
or That *The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
Title: Manl
By_
I hereby certify that the Original Contract President
Title:
and this Amendment have been approved
by the City Council or executed by the City (*The Corporation Chief Financial Officer, Secretary or Manager. Assistant Secretary should sign on the line below.) • Pamela Chit вnd.2
By:

City Clerk CFO
Title:
(NOTE: Pursuant to California Corporations
Approved as to form: Code Section 313, if Contractor is a corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Sa City Attorney Vice-President and the Chief Financial Officer, Secretary or Assistant Secretary; (2)
List of Attachments: should have both signatures conform to

1. Amendment Provisions designated representative groups pursuant

2. Updated Insurance Certificates to Corporations Code Section 313.

Contract Amendment/EJ/TE 09-26-07
Contract Amendment between the City of Richmond an
Macks Craic, Inc. dba Mack:

Amendment No. TP.O./Contract No.
1 5046

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $400,000.00 - Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $ 800000 including expenses." "The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000." 2 The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07
MACKCRA-01 SUMMANR
ACORDi DATE (MM/DD/YYYY)

CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

PRODUCER License # 0E67768
IOA Insurance Services
3875 Hopyard Road ADREss: Rita. [email protected]
Pleasanton, CA 94588 INSURERS) AFFORDING COVERAGE.

INSURER A: RLI Insurance Company 13056
INSURER B: U.S. Specialty Insurance Company 29599

INSURED
Macks Craic, Inc. dba Mack5 INSURER C :
1900 Powell St., Suite 470 INSURER D:

Emeryville, CA 94608 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES: IMITS SHOWN MAY HAVE BEEN EDUCED BY PAD CARED HEREN IS SUBECTOALL THE TERMS,

POLICY NUMBER
1,000,000

A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
CLAIMS-MADE X OCCUR 7/1/2021 7/1/2022 DAMAGE TO RENTE 1,000,000 XX PSB0001139 PREMISES (Ea occurrence
10,000
MED EXP (Any one person)
PERSONAL & ADV INJURY 1,000,000
2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 POLICY X FRO PRODUCTS - COMP/OP AGG $.

OTHER: $
COMBINED SINGLE LIMI 1,000,000
A AUTOMOBILE LIABILITY Ea accident $
ANY AUTO PSA0001031 7/1/2021 7/1/2022 BODILY INJURY (Per person) AUTOS ONLY SOULED COPY IN DAY Per accident),
X ARTES ONLY er accident) $
A LEACH OCCURRENCE 2,000,000

UMBRELLA LIAB OCCUR
PSE0001054 711/2021 711/2022 2,000,000

X EXCESS LIAB CLAIMS-MADE L AGGREGATE
DED RETENTION $

A VORKERS COMPENSATIC X STATUTE TO
ID EMPLOYERS' LIABILIT 1,000,000
YIN x PSW0001114 7/1/2021 7/1/2022
EL. EACH ACCIDENT $
MANGALON ANNA NEXECUTIV FFICER/MEM N/ A 1,000,000
E.L. DISEASE - EA EMPLOYEE S.

DESCRIPTION OF OPERATIONS below 1,000,000
E.L. DISEASE - POLICY LIMIT S
B Professional Liab. USS2131804 4/10/2021 4/10/2022 Per Claim 2,000,000 B Professional Liab. USS2131804 4/10/2021 4/10/2022 Aggregate 2,000,000 ESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is requires 40022

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

ACCORDANCE WITH TAE POLICY PROVISIONSE WILL BE DELIVERED IN EXPIRATION

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

The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: MACKCRA-01 SUMMANR
LOC#: 1
ACORD®
ADDITIONAL REMARKS SCHEDULE Page 1 of 1
AGENCY
IOA Insurance Services

POLICY NUMBER
SEE PAGE 1

CARRIER NAIC CODE
SEE PAGE 1 SEE P 1 | EFFECTIVE DATE: SEE PAGE 1.

ADDITIONAL REMARKS

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

The ACORD name and logo are registered marks of ACORD
Policy Number: PSB0001139 RLI Insurance Company
Named Insured: Macks Craic, Inc.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack® FOR PROFESSIONALS

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

BUSINESSOWNERS COVERAGE FORM - SECTION II - LIABILITY

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

4. The following is added to SECTION ||I K. 2.

2. The insurance provided to the additional insured by Transfer of Rights of Recovery Against Others to this endorsement is limited as follows:

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

3. The following is added to SECTION III H.2. Other
Insurance - COMMON POLICY CONDITIONS
(BUT APPLICABLE ONLY TO SECTION I| - and advertising injury" offense is committed.

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

PPB 304 02 12 Page 1 of 1
Policy Number: PSA0001031
This endorsement modifies insurance provided under the following:

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

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

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

The insurance provided to the additional insured will G. Auto Loan Lease Gap Coverage be on a primary and non-contributory basis to the SECTION III - PHYSICAL DAMAGE COVERAGE, additional insured's own business auto coverage if C. Limit Of Insurance, Is amended by the addition of you are required to do so in a contract or agreement the following:
that is executed by you before the "bodily injury" or In the event of a total "loss" to a covered "auto" shown "property damage" occurs.
in the Schedule of Declarations, we will pay any
D. Blanket Walver Of Subrogation unpaid amount due on the lease or loan for a covered "auto", less:

The following is added to the SECTION IV - BUSI- 1. The amount paid under the PHYSICAL NESS AUTO CONDITIONS, A. Loss Conditions, 5. DAMAGE COVERAGE section of the policy; and Transfer Of Rights Of Recovery Agalnst Others
To Us: 2. Any:

We waive any right of recovery we may have against a. Overdue lease/loan payments at the time of any person or organization to the extent required of the "loss"; you by a contract executed prior to any "accident" or
"loss", provided that the "accident" or "loss" arises out PPA 300 03 13
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be _ 2% of the California workers' compensation premium otherwise due on such remuneration.

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

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

Policy Number: PSE0001054 RLI Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack® FOR DESIGN PROFESSIONALS

EXCESS LIABILITY ENHANCEMENT

SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT
A. General Aggregate Limit - Per Project Or Per Location B. Additional Insured - Primary/Non-contributory
C. Waiver Of Transfer Of Rights Of Recovery Against Others To Us This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS LIABILITY COVERAGE FORM
A. General Aggregate Limit - Per Project Or Per (3) premises where operations are performed in Location sections, stages or phases as a continuation
of the same contract or agreement, even if
Paragraph 2.a. of C. Limits of Liability of SECTION the premises do not involve connecting lots.

I - INSURING AGREEMENT is deleted and
replaced by the following: B. Additional Insured - Primary/Non-contributory a. The limit of liability stated in the Declarations as Paragraph K. Other Insurance of SECTION IV - general aggregate is the most we will pay during CONDITIONS is deleted and replaced by the each policy period for all ultimate net loss, following:
except ultimate net loss because of:

K. Other Insurance
(1) injury and damage included in the products- If other insurance, whether collectible or not, is completed operations hazard or; available to the insured covering a loss also (2) any coverage included in underlying covered by this policy, the insurance afforded by insurance to which no underlying aggregate this policy shall be in excess of, and shall not applies. contribute with, such other insurance. However, if the underlying insurance provides coverage
The general aggregate applies separately to to an additional insured on a primary basis, or a each of your "projects" away from premises
primary and non-contributory basis, this insur-
owned by or occupied by you or to each of your ance shall be available to such additional locations owned by or occupied by you.
insured on an excess basis over the underlying
"Projects" mean an area away from premises with other
owned by or rented to you at which you are insurance which covers such additional insured performing operations pursuant to a contract or as a named insured. agreement. For the purposes of determining the
C. Waiver Of Transfer Of Rights Of Recovery
applicable aggregate limit of insurance, each Against Others To Us "project" at the same "location" shall be
considered a single "project". Paragraph L. Subrogation of SECTION IV - CONDITIONS is deleted and replaced by the
For the purposes of this provision, "location" following:
means
(1) premises involving the same or connecting
lots;
(2) premises where connection is interrupted
only by a street, roadway, waterway or right-
of-way of a railroad; or
PPU 304 06 10 Page 1 of 2
L. Subrogation Any amount recovered through subrogation or otherwise shall be apportioned in the inverse order
In the event of any payment under this policy, the
insured must notify us of any of the insured's rights of payment of the claim or claims involved to the extent of actual payment thereof by all interests. The
of recovery against any person or organization. We
expenses of all such recoveries and proceedings in
shall be subrogated to all such rights. The connection therewith shall be apportioned in the insured shall execute and deliver instruments
recoveries. With respect to
and papers and do whatever else is necessary to
proceedings conducted solely by us, if there is no
secure such rights. The insured shall do nothing
recovery, we will bear the expense thereof. If there
after loss to prejudice such rights. However we
is a recovery, we shall be reimbursed in full from
waive any rights of recovery we may have
such recovery for the amount of all expenses
against any person or organization if the incurred by us before apportionment of such underlying insurance also waives such rights. recovery as herein provided.

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

PPU 304 06 10 Page 2 of 2

CITY OF RICHMOND

STANDARD CONTRACT
Department: Engineering & CIP Project Manager: Tawfic N. Halaby Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 621-1612
PR No: Vendor No: 3982 P.O./Contract No: 5046
Description of Services:

Project Management services for various capital projects, including federally funded projects.

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

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

Macks Craic, Inc. dba Mack5
Company Name:

Street Address: 1900 Powell Street, Suite 470
City, State, Zip Code: Emeryville, CA 94608
Contact Person: Manil Bajracharya
Telephone: (510) 595-3020 Email: [email protected]
Business License No: 40040381 / Expiration Date: December 8, 2020 A California corporation, L limited liability corporation • general partnership, limited partnership, L individual, L non-profit corporation, individual dba as [specify:] _
] other [specify:]

2. Term. The effective date of this Contract is January 15, 2020 and it terminates January 14, 2023 unless terminated as provided herein.

3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 400,000.00 • 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.

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
Macks Craic, Inc. dba Mack5
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By: Man
I hereby certify that this Contract Title: President
has been approved by City Council.

Date Signed: 1/27/2020
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

By: _ ие ж
Title: CFO
By:

City Attorney
Date Signed: 1/27/2020
(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:

EXHIBIT A

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

See attached Scope of Work

2.0 SCOPE OF SERVICES

2.1 Scope of Work
The Consultant shall provide project management services for local, state and federally funded projects as authorized by the Director of Engineering & Capital Improvement Projects. A sample Scope of Services for federally funded projects is summarized below. Not all services listed below are required for every project. Improvement projects will specry the services in the savice The Director of Engineering & Requests for each project. The Consultants may modify the scope of services deemed appropriate in their proposals. 1 Grant Management for Federally Funded Projects
Track potential grants
Generate requests for funding
Update and modify FMS as-needed
Work with City staff and consultants on completing
grant applications

1.5 1.6 Follow up on grant applications as-needed

1.7 Prepare and submit quarterly reports as-needed

1.8 Ensure compliance with federal procurement and

1.9 Prepare reimbursement requests for submittal to
Local Assistance

1.10 Prepare Award Packet for submittal to Local
Assistance

1.11 Prepare Close-Out Packet for submittal to Local
Assistance

1.12 Prepare applications and obtain permits as required Attend pre-bid meeting, pre-construction meeting,
bid opening, assist with bid review
Develop auditable electronic and paper filing
systems conforming to federal-aid guidelines
2 NEPA

2.1 Prepare Field Review request (PES, etc.) documents

2.2 Attend Field Review meeting

2.3 Provide as-needed services subsequent to the Field
Review meeting, including for technical memoranda,
studies, etc.
3 Request for Authorization to Proceed for Federally
Funded Projects

3.1 Prepare RFA to Proceed with Design packet and
follow up with Local Assistance as- needed

3.2 Review plans and specifications for conformance
with federal requirements

3.3 Prepare Right-of-Way Certification

3.4 Prepare Utility Agreements

3.5 Work with utility companies to execute utility
agreements

3.6 Prepare RA to Proceed with Construction packet

3.7 Perform DBE Calculations for federally funded
projects

3.8 Submit RFA packet to Local Assistance

3.9 Follow-up as-needed to satisfy all requirements

3.10 Maintain all project documents and records in
accordance with federal aid project guidelines
4 Miscellaneous Services for Federally Funded
Projects

4.1 Review plans, specifications, and estimates for
conformance to federal-aid project requirements

4.2 Coordinate with City staff, regulatory agencies,
Caltrans staff, non-profit
consultants, and contractors as-needed in order to
successfully implement federally funded projects

4.3 Provide all necessary resources to carry out the full scope of services described herein, including office
equipment, computer hardware and software,
supplies, reproduction services, graphics, maps,
photographs, etc.

4.4 Verify all Caltrans/federal documents are prepared
correctly and submitted in a timely manner.

4.5 Provide general project management services
including services not specifically described herein
above, but as may be necessary for implementing
For the Contract between the City of
Richmond and
Macks Craic, Inc. dba Mack5

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Tawfic N. Halaby Department: Engineering & CIP PO Box 4046
Richmond, CA 94804-0046

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

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

For the Contract between the City of
Richmond and
Macks Craic, Inc. dba Mack5

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

Tawfic N. Halaby
City of Richmond
450 Civic Center Plaza, 2nd Floor
Richmond, CA 94804-0046

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

Manil Bajracharya
Macks Craic, Inc. dba Mack5
1900 Powell Street, Suite 470
Emeryville, CA 94608

EXHIBIT D

GENERAL CONDITIONS

General Conditions/EJ/TE 01-19-11 3 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 period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

General Conditions/EJ/TE 01-19-11 5 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 attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. . Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design 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 (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.

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

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
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.

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.

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

General Conditions/EJ/TE 01-19-11 10 of 13

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, Calitornia.

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

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.

39. Performance and Final Acceptance.

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

General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond and
Macks Craic, Inc. dba Mack5

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
Macks Craic, Inc. dba Mack5

EXHIBIT F

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

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

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

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

5. Coveral and Separate Waiver of Subrogation for Workers" Compensation insurance.

6. Profession (frequite or rors & omission Liability Insurance apropriate to the CONTRACTOR'S Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of California including $1 million Employers' Liability Employers' Liability per accident, per employee for bodily injury or disease If CONTRACTOR is self-insured, provide a certificate of Permission to Self contractor let gir Contado ease ang an ey hand Ber. If contractor is a sole proprietor (has no employees) than http://www.ci.richmond.ca.us/index.aspx?nid=61
General Liability $2,000,000 per occurrence for bodily injury, personal injury and property (primary and excess limits damage. If the policy includes a general aggregate, either the general combined) aggregate shall apply separately to this project, service or location or the limit sa milined aggrege i limit shall be twice the per occurrence Policy shall be endorsed to name the City of Richmond as an additiona insured per the conditions detailed below
Type 2 - Page 1 of 3
Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage. ..PROJECT COST REQUIRED LIMIT
$1 million p/o
_$1 million - $5 million $2 million p/o
Over $s million $5 million p/o
professionals, hospitals medical
consultants as may be resulted by
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage. he City of Richmond, its officers, officials, employees, agents an volunteers are to be named as additional insureds for all liability arising ou 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 "he contractor's insurance coverage must be primary coverage as it pertain:
o 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 Contractor's insurer will provide a Waiver of Subrogation in favor of the City Endorsement Form 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
Ceteracto for rasp osible for satisfaction of the deductible and/or self insured A. M. Best Rating A: VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specifie or underlying coverage's and cover those insured in the underlying policies Type 2 - Page 2 of 3
Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

Subcontractors
ONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review an pproval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall b 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 o 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 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.

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.

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
ny failure to comply with reporting or other provisions of the policies including breaches of warranties shall no ffect coverage provided to the City, its officers, officials, employees or volunteers Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

Type 2 - Page 3 of 3
Revised: September 2011
MACKCRA-01 SUMMANR

ACORD' CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1/24/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsements).

PRODUCER License # 0E67768 CONTACT Marie Benjamin
(AIC, No, Ext): (925) 660-3530 50030 FAX, No): (925) 416-7869 3875 Hopyard Road
ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
INSURER A : RLI Insurance Company 13056
INSURED INSURER B: U.S. Specialty Insurance Company 29599 Macks Craic, Inc. dba Mack5 INSURER C:
1900 Powell St., Suite 470 INSURER D:

Emeryville, CA 94608
INSURER E :

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

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

NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EXCLUSIONS AND CONDITIONS OF SUCH POLICE MISSIONA HAVE BEEN HERE BEATAL THE TERMS.

INSR POLICY NUMBER

TYPE OF INSURANCE
X COMMERCIAL GENERAL LIABILITY $ 1,000,000

EACH OCCURRENCE
CLAIMS-MADE X OCCUR X X PSB0001139 7/1/2019 7/1/2020 $ 1,000,000 MED EXP (Any one person). 10,000
PERSONAL & ADV INJURY $ 1,000,000
GENERAL AGGREGATE 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: 2,000,000
LOC PRODUCTS - COMP/OP AGG $
OTHER:

A AUTOMOBILE LIABILITY 1,000,000
ANY AUTO PSA0001031 7/1/2019 7/1/2020 BODILY INJURY (Per person) AUTOS ONLY BODILY INJURY (Per accident). $

X NURES ONLY I NONSONE ROPERTY DAMAG
Per accident
$
A UMBRELLA LIAB OCCUR EACH OCCURRENCE 2,000,000
x EXCESS LIAB CLAIMS-MADE PSE0001054 7/1/2019 7/1/2020 2,000,000

AGGREGATE

DED RETENTION S

A X STATUTE T TERH
Y/N /X PSW0001114 7/1/2019 711/2020 1,000,000
E.L. EACH ACCIDENT $
N/A 1,000,000
E.L. DISEASE - EA EMPLOYEE S 1,000,000
E.L. DISEASE - POLICY LIMIT S
USS1929648 4/10/2019 4/10/2020 Per Claim 2,000,000
B Professional Liab. USS1929648 4/10/2019 4/10/2020 Aggregate 2,000,000 All operations of the Named insured including preteerenced ove, i angle, may be attached if more space is required) General Liability: City of Richmond, its officers, officials, employees, authorized agents and volunteers are included as Additional Insured on Primary & Non Workers Compensation: Waiver of bration is in adar or cly of Ry rita, is oriters, officials, employees, authorized agents and volunteers, as SEE ATTACHED ACORD 10

CERTIFICATE HOLDER CANCELLATION

The ACORD name and logo are registered marks of ACORD
Policy Number: PSB0001139 RLI Insurance Company
Named Insured: Macks Craic, Inc.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack® FOR PROFESSIONALS

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

BUSINESSOWNERS COVERAGE FORM - SECTION II - LIABILITY

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

4. The following is added to SECTION III K. 2.

2. The insurance provided to the additional insured by
Transfer of Rights of Recovery Against Others to
this endorsement is limited as follows: Us - COMMON POLICY CONDITIONS (BUT a. This insurance does not apply on any basis to APPLICABLE TO ONLY TO SECTION II - any person or organization for which coverage LIABILITY) as an additional insured specifically is added by caly in coverage We waive any rights of recovery we may have
another endorsement to this policy. against any person or organization because of b. This insurance does not apply to the rendering payments we make for "bodily injury", "property of or failure to render any "professional damage" or "personal and advertising injury" arising services". out of "your work" performed by you, or on your behalf, under a contract or agreement with that
c. This endorsement does not increase any of the
person or organization. We waive these rights only
limits of insurance stated in D. Liability And
Medical Expenses Limits of Insurance.

3. The following is added to SECTION III H.2. Other
- COMMON POLICY CONDITIONS
(BUT APPLICABLE ONLY TO SECTION I - and advertising injury" offense is committed.

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

PPB 304 02 12 Page 1 of 1
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce ur right against the person or organization named in the Schedule. (This agreement applies only to the extent tha you perform work under a written contract that requires you to obtain this agreement from us.

You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration.

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

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

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

PPU 304 06 10 Page 2 of 2

Richmond City CouncilDecember 6, 2022

Richmond City Council
December 6, 2022