Richmond City Council
December 20, 2022

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

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

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

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

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

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

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

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

For D. Cuellar
10 25 2022

Reso. No.

RESOLUTION NO.

A RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA, ACCEPTING AND APPRORIATING $451,000 IN-LIEU OF CONTRIBUTION FROM MERITAGE HOMES CORPORATION FOR PUBLIC ART FEESFOR THE CREATION OF 88

CUSTOM-DESIGNED MURAL PANELS ALONG GIANT ROAD, WHICH COMPRISE THE

PARCHESTER VILLAGE PUBLIC ART PROJECT
WHEREAS, Richmond Municipal Code (“RMC”) Chapter 6.50.030(d) allows private developers to choose an in-lieu contribution to comply with the City’s public art contribution requirement; and
WHEREAS, private developer Meritage Homes Corporation/Richmond Country Club Housing (collectively, “Developer”) elected to pay an in-lieu contribution in compliance with RMC 6.59.030, et seq.; and
WHEREAS, on December 20, 2022, Developer paid the City of Richmond (“City”) an in-lieu public art fee in the amount of $451,000 (Account String 13564165-400201-36001) (“Contribution”); and
WHEREAS, said Contribution will fund a custom-designed art mural along Giant Road (the “Parchester Village Community Project” or “PVCP”); and WHEREAS, the PVCP comprises 88 existing, sound-barrier wall panels to be visually enhanced by a site-specific mural in collaboration with the City, its Arts and Culture Division, the Love Your Block program, the Parchester Village Neighborhood Council, and hired artisans;
WHEREAS, City intends Developer’s Contribution to fund all art-related expenses for the PVCP project, including design and execution of curated visuals by esteemed artist Richard Salazar and his team with whom the City will enter into an approved sole-source contract to procure; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond finds the above recitals are true and correct and have served as the basis for the findings and approvals set forth in this Resolution.

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager, or their designee, to accept and appropriate an in-lieu of contribution of $451,000 in public art fees from Developer and to execute agreements as necessary for the furtherance of the of the Parchester Village Community Project to be completed within two (2) years; and BE IT FURTHER RESOLVED that this Resolution take effect immediately upon its passage.
******************
I certify that the foregoing resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held on December 20, 2022, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

Reso. No.

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

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

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. , finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on December 20, 20, 2022
Pamela Christian, Clerk of the City of Richmond

Reso. No.

CLERK’S CERTIFICATE
I, Pamela Christian, City Clerk of the City of Richmond, do hereby certify as follows:

The foregoing resolution is a full, true, and correct copy of Resolution No. duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on the
h
20th day of December 2022, of which meeting all of the
members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

An agenda of said meeting was posted before said meeting at City Hall, 450 Civic Center Plaza in the City of Richmond, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda.

I have carefully compared the foregoing with the original on file and of record in my office, and the foregoing is a full, true, and correct copy of the original resolution adopted at said meeting.

Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect.

Dated: , 2022.

City Clerk of the
City of Richmond
[SEAL]

December 20, 2022
Finance Department
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Nickie Mastay, Deputy City Manager
Delmy Cuellar, Director of Finance
Mubeen Qader, Budget Administrator
Subject: Investment and Cash Balance Report, and Monthly Overtime Reports for the Month of October 2022
FINANCIAL IMPACT: None

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

City staff is requesting that the City Council receive the City’s Investment and Cash Balance Report and monthly
Overtime Reports for the month of October 2022.

RECOMMENDED ACTION: RECEIVE the City’s Investment and Cash Balance Report and monthly Overtime Reports for the month of
October 2022 – Finance Department (Delmy Cuellar 510-
620-6740/Mubeen Qader 510-412-2077).

DISCUSSION:

The Investment and Cash Balance Report is a monthly report of the City’s pooled cash balance. The Portfolio Management Report represents the monthly bank balances, along with market balances of permitted investments according to the City’s Investment Policy. Investment in the Local Agency Investment Fund (LAIF), money market, agency AGENDA
REPORT

December 20, 2022
bonds, certificates of deposits, and corporate notes are all allowable and permitted according to the Fiscal Year (FY) 2022-2023 Investment Policy.

DOCUMENTS ATTACHED:

Attachment 1 – Investment and Cash Balance Report for October 2022 Attachment 2 – Overtime Report for October 2022
Attachment 3 – Overtime Public Safety Report for October 2022

City of Richmond
Public Safety Sworn OvertimeFund: 0001 - General Fund
Period 1 2 3 4 5 6 7 8 9 10 11 12 Average
Month July August September October November December January February March April May June YTD YTD Remaining Monthly Target % 8% 17% 25% 33% 42% 50% 58% 67% 75% 83% 92% 100% Total $ Total % Budget Expense

ORIGINAL
BUDGET

REVISED
BUDGET
FY2017-18 Overtime - Sworn 3,169,000 3,169,000 569,194 440,670 445,282 459,402 452,278 396,762 322,524 497,979 455,202 554,449 509,368 466,567 5,569,677 175.8% (2,400,677) 464,139.77FY2018-19 Overtime - Sworn 3,433,019 3,433,019 482,143 537,369 655,866 437,794 524,577 430,398 367,322 512,595 422,587 497,767 536,209 505,966 5,910,593 172.2% (2,477,574) 492,549.39FY2019-20 Overtime - Sworn 5,165,435 5,165,435 473,963 469,392 491,205 509,931 449,751 473,935 390,897 498,501 501,383 479,696 560,031 439,159 5,737,844 111.1% (572,409) 478,153.64FY2020-21 Overtime - Sworn 5,165,435 3,533,043 275,202 246,822 296,775 382,618 306,787 278,293 205,529 303,631 307,092 357,284 323,537 368,366 3,651,936 103.4% (118,893) 304,328.00FY2021-22 Overtime - Sworn 5,165,434 5,165,434 358,067 389,828 472,454 417,698 322,193 301,011 240,070 323,173 309,207 327,424 301,721 360,540 4,123,386 79.8% 1,042,048 343,615.51FY2022-23 Overtime - Sworn 5,165,435 5,165,435 365,627 345,212 390,077 354,865 28.2% 3,709,655 1,455,780 363,945.11FY2017-18 Overtime - Sworn 2,486,914 2,486,914 268,465 345,174 291,221 359,542 367,182 310,508 336,315 176,449 132,298 196,306 203,912 166,108 3,153,480 126.8% (666,566) 262,789.99FY2018-19 Overtime - Sworn 2,509,914 2,509,914 257,785 245,946 179,272 171,370 219,937 204,997 261,780 216,596 196,343 310,702 220,368 275,966 2,761,062 110.0% (251,148) 230,088.48FY2019-20 Overtime - Sworn 4,334,499 2,509,914 295,166 277,886 286,016 300,083 332,654 382,084 347,492 328,467 350,709 302,505 264,571 325,335 3,792,969 151.1% (1,283,055) 316,080.74FY2020-21 Overtime - Sworn 4,334,499 3,193,165 398,678 380,282 417,982 393,922 267,819 345,928 341,403 305,081 172,961 261,923 263,518 286,039 3,835,537 120.1% (642,372) 319,628.08FY2021-22 Overtime - Sworn 3,629,097 4,334,499 334,236 434,974 358,578 358,251 352,789 327,832 427,404 396,618 297,215 351,463 715,688 429,890 4,784,938 110.4% (450,439) 398,744.82FY2022-23 Overtime - Sworn 4,334,499 4,334,499 444,959 444,457 414,638 401,115 39.3% 2,629,330 1,705,169 426,292.31 FY2022-23 TOTAL 9,499,934 9,499,934 810,586 789,669 804,715 755,980 - - - - - - - - 3,160,950 33.3% 6,338,984 790,237.42

BUDGET ACTUALS TOTAL

POLICE FIRE

December 20, 2022
Finance Department
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Delmy Cuellar, Director of Finance
Mubeen Qader, Budget Administrator
Subject: Contract with ClearGov, Inc. to provide Annual Operating Budget and Five-Year Capital Plan Book Publishing
Service
FINANCIAL IMPACT: No Fiscal Impact. Fiscal Year 2022-2023 cost of $14,075 will be absorbed in the Finance Department’s approved
budget (Account string – 01173415-400201).

PREVIOUS COUNCIL
ACTION:

Click or tap here to enter text.

STATEMENT OF THE
ISSUE:

The City of Richmond’s current budget book compiling
process is manual, and the formatting is original from the Fiscal Year 2009-2010. ClearGov, Inc. will modernize the budget book compilation process, automate several
sections in it, and upgrade the formatting of the
document in sync with current industry standards.

RECOMMENDED ACTION: APPROVE a contract with ClearGov, Inc. to provide Budget Book compilation services, in an amount not to
exceed $42,100, over a two-year term from December
20, 2022, through December 31, 2024, with an option to
extend the contract an additional two years with a three percent annual cost increase – Finance Department
(Delmy Cuellar/Mubeen Qader 510-412-2077).

AGENDA
REPORT

December 20, 2022
DISCUSSION:

The City adopts an annual operating budget and five-year Capital Improvement Plan every year and publishes respective books around June of each year. The current process of compiling the budget books is manual and outdated. City staff spends hours manually creating financial tables and sections of the book using multiple programs in the Microsoft Office Suite. ClearGov has a solution that will automate most of the financial tables and also help to create other sections of the book in a web-based portal resulting in a consistent format and a modern look. City staff believes the solution will bring much needed efficiency in the process.

City staff issued informal request for proposals in October 2022 for the Budget Book compiling and publishing services. Bids were received from the following three vendors:
 ClearGov, Incorporated
 F.H. Black & Company, Incorporated.
 Tyler Technologies Pattern Stream
City staff also received demonstrations on the proposed solutions from two of the vendors: ClearGov, Inc. and F.H. Black & Company, Incorporated. The criteria used to evaluate the proposals included:
 The Proposal/Methodology and Approach to Work - 20%
 Experience/Past Performance/References - 40%
 Proposer Qualifications - 20%
 Cost Proposal - 20%
Based on the provided features and the pricing, ClearGov, Inc. was selected as the best fit for the Budget Book creation process.

DOCUMENTS ATTACHED:

Attachment 1 – ClearGov Standard Contract

CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

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

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

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

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

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

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

Title: By:

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

Date Signed:

By:

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

By:

By: Title:

City Attorney
Date Signed:

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

LIST OF ATTACHMENTS:

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

For the Contract between the City of
Richmond and

EXHIBIT A

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

For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT 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: Department:

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, 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

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond
Richmond, CA 94804-0046

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

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

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall 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 2 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 3 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 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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

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

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

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue

General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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

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

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

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to

General Conditions/EJ/TE 01-19-11 7 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 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated

General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and

General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.

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

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and 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 11 of 13

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view

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

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

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

For the Contract between the City of
Richmond and

EXHIBIT E

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

For the Contract between the City of
Richmond and

EXHIBIT F

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

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

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

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

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

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

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

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

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

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

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

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

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

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

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

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

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

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

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

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

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

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

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

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

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

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

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

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

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

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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

Statement of Work
This Statement of Work outlines the roles and responsibilities by both ClearGov and Customer required for the activation and onboarding of the ClearGov Service. ClearGov will begin this onboarding process upon execution of this Service Order. All onboarding services and communications will be provided through remote methods - email, phone, and web conferencing.

ClearGov Responsibilities
- ClearGov will activate ClearGov Service subscription(s) as of the applicable Start Date(s). ClearGov will create the initial Admin User account, and the Customer Admin User will be responsible for creating additional User accounts. - ClearGov will assign an Implementation Manager (IM) responsible for managing the activation and onboarding process. ClearGov IM will coordinate with other ClearGov resources, as necessary.
- ClearGov IM will provide a Kickoff Call scheduling link to the Customer’s Primary Contact. Customer should schedule Kickoff Call within two weeks after the Service Order has been executed.
- ClearGov IM will provide a Data Discovery Call scheduling link to the Customer’s Primary Contact. Customer should schedule Data Discovery Call based on the availability of Customer’s staff.
- ClearGov will provide Customer with financial data requirements and instructions, based on the ClearGov Service subscription(s). - ClearGov will review financial data files and confirm that data is complete, or request additional information, if necessary. Once complete financial data files have been received, ClearGov will format the data, upload it to the ClearGov platform and complete an initial mapping of the data. - After initial mapping, ClearGov will schedule a Data Review call with a ClearGov Data Onboarding Consultant (DOC), who will present how the data was mapped, ask for feedback, and address open questions. Depending upon Customer feedback and the complexity of data mapping requests, there may be additional follow-up calls or emails required to complete the data onboarding process. - ClearGov will inform Customer of all training, learning, and support options. ClearGov recommends all Users attend ClearGov Academy training sessions and/or read Support Center articles before using the ClearGov Service to ensure a quick ramp and success. As needed, ClearGov will design and deliver customized remote training and configuration workshops for Admins and one for End Users - via video conference - and these sessions will be recorded for future reference.
- ClearGov will make commercially reasonable efforts to complete the onboarding process in a timely fashion, provided Customer submits financial data files and responds to review and approval requests by ClearGov in a similarly timely fashion. Any delay by Customer in meeting these deliverable requirements may result in a delayed data onboarding process. Any such delay shall not affect or change the Service Period(s) as set forth in the applicable Service Order.

Customer Responsibilities
- Customer's Primary Contact will coordinate the necessary personnel to attend the Kickoff and Data Discovery Calls within two weeks after the Service Order has been executed. If Customer needs to change the date/time of either of these calls, the Primary Contact will notify the ClearGov IM at least one business day in advance.
- Customer will provide a complete set of requested financial data files (revenue, expense, chart of accounts, etc.) to ClearGov in accordance with the requirements provided by ClearGov.
- Customer's Primary Contact will coordinate the necessary personnel to attend the Data Discovery and Data Review calls. It is recommended that all stakeholders with input on how data should be mapped should attend. Based on these calls and any subsequent internal review, Customer shall provide a detailed list of data mapping requirements and requested changes to data mapping drafts in a timely manner, and Customer will approve the final data mapping, once completed to Customer’s satisfaction.
- Customer will complete recommended on-demand training modules in advance of customized training & configuration workshops. - Customer shall be solely responsible for importing and/or inputting applicable text narrative, custom graphics, performance metrics, capital requests, personnel data, and other such information for capital budget, personnel budget, budget books, projects, dashboards, etc.

Service Order
2 Mill & Main; Suite 630; Maynard, MA 01754
Created by Ryan Wilson Order Date Nov 4, 2022
Contact Phone (901) 937-9735
Contact Email [email protected]
Order valid if signed by Nov 25, 2022
Customer Information
Customer City of Richmond Contact Mubeen Qader Billing Contact Address 450 Civic Center Plaza Title Budget Administrator Title City, St, Zip Richmond, CA 94804 Email [email protected] Email Phone 510-412-2077 PO # (If any)
The Services you will receive and the Fees for those Services are...

Set up Services Tier/Rate Service Fees
ClearGov Setup: Includes activation, onboarding and training for ClearGov solutions Tier 5 ($ 3,600.00) Total ClearGov Setup Service Fee - Billed ONE-TIME ($ 3,600.00) Subscription Services Tier Service Fees
ClearGov Digital Budget Book - Civic Edition Tier 5 ($ 20,950.00) Total ClearGov Subscription Service Fee - Billed ANNUALLY IN ADVANCE ($ 20,950.00) ClearGov will provide your Services according to this schedule...

Period Start Date End Date Description
Setup Jan 1, 2023 Jan 1, 2023 ClearGov Setup Services
Pro-Rata Jan 1, 2023 Jun 30, 2023 ClearGov Subscription Services Initial Jul 1, 2023 Jun 30, 2025 ClearGov Subscription Services To be clear, you will be billed as follows...

Billing Date(s) Amount(s) Notes
Jan 1, 2023 ($ 3,600.00) One Time Setup Fee
Jan 1, 2023 ($ 10,475.00) 6 Month Pro-Rata Subscription Fee Jul 1, 2023 ($ 20,950.00) Annual Subscription Fee
Additional subscription years and/or renewals will be billed annually in accordance with pricing and terms set forth herein.

Billing Terms and Conditions
Valid Until Nov 25, 2022 Pricing set forth herein is valid only if ClearGov Service Order is executed on or before this date.

Payment Net 30 All invoices are due Net 30 days from the date of invoice.

Rate Increase 3% per annum After the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount.

General Terms & Conditions
Customer Satisfaction
Guarantee
During the first thirty (30) days of the Service, Customer shall have the option to terminate the Service, by providing written notice. In the event that Customer exercises this customer satisfaction guarantee option, such termination shall become effective immediately and Customer shall be eligible for a full refund of the applicable Service Fees.

Statement of Work ClearGov and Customer mutually agree to the ClearGov Service activation and onboarding process set forth in the attached Statement of Work.

Taxes
The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes.

In accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this transaction, ClearGov shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unless documentation is provided to ClearGov demonstrating Customer's exemption from such taxes.

Term & Termination
Subject to the termination rights and obligations set forth in the ClearGov Service Agreement, this ClearGov Service Order commences upon the Order Date set forth herein and shall continue until the completion of the Service Period (s) for the Service(s) set forth herein. Each Service shall commence upon the Start Date set forth herein and shall continue until the completion of the applicable Service Period. To be clear, Customer shall have the option to Terminate this Service Order on an annual basis by providing notice at least sixty (60) days prior to the end of the then current Annual Term.

Renewal Option
After the Initial Period, Customer shall have the option to renew this Service Order for an additional two (2) year Service Period (the "Renewal Term”), by providing written notice (email acceptable) of its desire to do so at any time prior to the end of the Initial Period.

Agreement
This ClearGov Service Order shall become binding upon execution by both Parties. The signature below affirms your commitment to pay for the Service(s) ordered in accordance with the terms set forth in this ClearGov Service Order and also acknowledges that you have read and agree to the terms and conditions set forth in the attached BCM Service Agreement. This Service Order incorporates by reference the terms of such BCM Service Agreement.

Customer ClearGov, Inc.

Signature Signature
Name Mubeen Qader Name Bryan A. Burdick
Title Budget Administrator Title President
Please e-mail signed Service Order to [email protected] or Fax to (774) 759-3045 Customer Upgrades (ClearGov internal use only)
This Service Order is a Customer
Upgrade No If Yes: Original Service Order Date

ClearGov BCM Service Agreement
ClearGov, Inc. Service Agreement ver. 08.01.22 Page 1 of 4 This ClearGov Service Agreement (the “Agreement”) is made and entered into by and between ClearGov, Inc. (“ClearGov”), a Delaware corporation with its principal offices at 2 Mill & Main; Suite 630, Maynard, MA 01754 and Customer (as defined in the applicable ClearGov Service Order) (each a “Party” and collectively the “Parties”). This Agreement governs the terms and conditions under which Customer may utilize the ClearGov Service as set forth herein and as specified in one or more applicable ClearGov Service Order(s) executed by Customer in connection herewith and incorporated herein (the “ClearGov Service Order(s)”).

WHEREAS ClearGov owns and operates the ClearGov Service, a Webbased SaaS solution that includes a variety of ClearGov App(s) and provides various features and functionality via such ClearGov App(s); and
WHEREAS Customer wishes to utilize the ClearGov Service in order to convey fiscal budget, key metrics and other information to the public as well as to leverage the functionality of such ClearGov App(s); NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ClearGov and Customer hereby agree as follows:
1) Definitions. Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the following meanings:

1.1) "Account" means an access point for the ClearGov Service that requires registration by the Customer.

1.2) “ClearGov API” means an application programming
interface that provides access to specified content and functionality within certain ClearGov Apps.

1.3) “ClearGov Apps” means collectively all of the Web
applications hosted by ClearGov and available via the
ClearGov Service, including but not limited to:
a) Capital Budgeting: An application that enables capital requests, budgeting and planning and the public display of capital project pages.
b) Digital Budget Book: An application that enables the development and public delivery of an online, digital
budget presentation.
c) Operational Budgeting: An application that enables fiscal budgeting, forecasting and benchmarking.
d) Personnel Budgeting: An application that enables that personnel budgeting and planning.
e) Transparency: An application that enables the
development and public delivery of fiscal budget
information, transparency widgets, limited project pages and departmental dashboards.

All features, functionality, reports, etc. for each ClearGov App are included as material elements of the applicable ClearGov App. ClearGov may modify, combine, add or delete ClearGov Apps from the ClearGov Service from time to time at its sole discretion, provided that in the event that ClearGov
terminates or deletes any ClearGov App to which Customer is actively subscribing, ClearGov shall provide a pro-rata refund for applicable portion of the Subscription Service Fee for the remainder of the then current Service Period.

1.4) “ClearGov Data” means any aggregated and normalized key metrics and benchmarking data collected by ClearGov for the delivery of the ClearGov Service.

1.5) “ClearGov Service” means the complete set of ClearGov software and related materials including but not limited to the ClearGov Apps, ClearGov Data, ClearGov Web Site, the
Documentation and the Software.

1.6) “ClearGov Web Site” means the Web site owned and
operated by ClearGov and made available at the following URL: http://www.ClearGov.com and/or any successor site(s).

1.7) “Customer Budget Book .PDF” means one or more .PDF files of Customer’s annual budget book created by Customer using the ClearGov Apps.

1.8) “Customer Data” means any data provided to ClearGov by or on behalf of Customer or any data entered or uploaded into the ClearGov Service by or on behalf of Customer,
including Sensitive Data entered or provided by Customer.

Customer Data specifically excludes ClearGov Data as well as any anonymized, customized, modified or derivative works related to the Customer Data.

1.9) “Customer State” means the state, commonwealth or
territory in which the Customer is located.

1.10) “Customer Web Site” means any Web site owned and
operated by Customer.

1.11) "Documentation" means any accompanying proprietary documentation made available to Customer by ClearGov for use with the ClearGov Service, including any documentation available online or otherwise.

1.12) “Sensitive Data: means any Customer Data that may reasonably be deemed sensitive and/or private in nature, including but not limited to personal wage garnishments, individual healthcare-related expenses, data protected by HIPAA, etc.

1.13) "Software" means the source code and/or other code which are material elements of the ClearGov Apps and ClearGov Service.
2) Service Usage & Licenses.

2.1) Account Password and Security. Customer shall protect its passwords and take full responsibility for Customer's own, as well as any third-party, use of the Customer Account(s).

Customer is solely responsible for any and all activities that occur under such Customer Account(s), except for any
activities performed by ClearGov as set forth herein. Customer agrees to notify ClearGov immediately upon learning of any unauthorized use of a Customer Account or any other breach of security. From time to time, ClearGov's support staff may log in to the Customer Account in order to maintain or
improve service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.

2.2) ClearGov License. Subject to the terms and conditions of this Agreement and as specifically set forth in the applicable ClearGov Service Order(s), ClearGov grants Customer a
limited, revocable, non-exclusive, non-transferable, nondistributable, worldwide license to utilize the ClearGov Service for the following functionality:
a) Content Delivery. Customer may integrate, link and
publish applicable public-facing content from the
applicable ClearGov Apps within one or more Customer
Web Site(s);
b) Application Access. Customer may access the ClearGov Apps via Customer’s Account to utilize the functionality provided within such ClearGov Apps; and
c) API Access. Customer may access the ClearGov API to
distribute and display public-facing content from the
ClearGov Apps within one or more Customer Web Site(s).
3) Term and Termination.

3.1) Term. The duration of this Agreement shall be defined in accordance with the Term set forth in all applicable Service Order(s). The Term shall commence upon the Start Date set

ClearGov, Inc. Service Agreement ver. 08.01.22 Page 2 of 4 forth in the first ClearGov Service Order executed between the Parties and shall continue in full force and effect until the termination or expiration of all applicable ClearGov Service Order(s) (the “Term”).

3.2) Termination. This Agreement and/or any applicable ClearGov Service Order may be terminated prior to the expiration of the term as follows:
a) Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement
within fifteen (15) days after receipt of written notice thereof.
b) Either Party may terminate this Agreement if the other Party is involved in insolvency proceedings, receivership, bankruptcy, or assignment for the benefit of creditors.

3.3) Obligations. Upon expiration or termination of this Agreement:
a) Each Party shall promptly return to the other all of the Confidential Information of the other Party in its
possession or control;
b) Customer shall cease use of the ClearGov Service and shall remove all links from the Customer Web Site(s) to any content provided by the ClearGov Apps, provided that Customer may continue to provide access to any
Customer Budget Book .PDF(s). Customer shall be solely
responsible for hosting and delivering such Customer
Budget Book .PDF(s) as well as any ongoing costs for
doing so; and
c) Any outstanding fees shall become immediately due and payable, and termination of this Agreement shall not
relieve Customer from its obligation to pay to ClearGov any such fees.

3.4) Survival. Sections 3.3, 3.4 and 4 through 8 inclusive shall survive any termination or expiration of this Agreement. 4) Fees and Billing.

4.1) Fees. Customer shall pay the Fees in accordance with the terms set forth in the applicable ClearGov Service Order.

4.2) Interest and Collections. Customer will be charged $50 for payments by checks that are returned due to insufficient funds. Any late payments will accrue interest equal to one and one-half percent (1.5%) per month, or the maximum
amount allowable under law, whichever is less, compounded monthly. ClearGov shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, inhouse counsel costs, expenses and costs) incurred in attempting to collect payment from Customer.

4.3) Taxes. Customer is solely responsible for all applicable sales, use and other taxes and similar charges based on or arising from this Agreement or any ClearGov Service Order. In the event that Customer is exempt from sales tax, Customer will provide ClearGov with a tax-exempt certificate upon request. 5) Intellectual Property.

5.1) General. Both Parties may only use the other Party’s intellectual property as expressly set forth herein. Nothing in this Agreement shall be construed in any manner to affect or modify either Party’s ownership rights in any preexisting or future works, trademarks, copyrights or technologies
developed or created by either Party, including without limitation, their respective proprietary software used in connection with the development and provision of their
respective Web sites, databases, systems, products and/or services. Unless specifically agreed by the Parties in writing, all intellectual property, including without limitation information that could become the subject of a patent,
copyright or trade secret, developed by a Party in the context of performing its obligations under this Agreement shall be exclusively owned by that Party and the other Party shall cooperate with any reasonable requests to execute
documents confirming such ownership.

5.2) Data Ownership and License.
a) Customer represents and warrants that it has obtained all data subjects’ consent or otherwise has the full legal right necessary to provide the Customer Data to ClearGov for
ClearGov’s use as contemplated by this Agreement.

Customer acknowledges that ClearGov shall have no legal liability for its use and/or the display of the Customer Data as contemplated by this Agreement.
b) Customer represents and warrants that Customer shall not provide or enter Sensitive Data to be displayed in any publicly available element of the ClearGov Service. To the extent that Customer enters or uploads any Sensitive Data into the ClearGov Service, Customer shall assume full
responsibility for the disclosure of such Sensitive Data.

ClearGov is under no obligation to review and/or verify whether or not Customer Data includes Sensitive Data.
c) Customer Data shall remain the property of Customer, and Customer hereby grants ClearGov a limited,
perpetual, irrevocable and royalty-free right to use, copy, modify, and display the Customer Data within any
ClearGov App(s) and for the purpose of providing the
ClearGov Service.

5.3) Proprietary Rights Notice. The ClearGov Service and all intellectual property rights in the ClearGov Service are, and shall remain, the property of ClearGov. All rights in and to the ClearGov Service not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by ClearGov without restriction, including, without limitation, ClearGov's right to sole ownership of the ClearGov API, ClearGov Apps, ClearGov Data, ClearGov Web Site,
Documentation and Software. Without limiting the generality of the foregoing, Customer agrees not to (and to not allow any third party to): (a) sublicense, copy, distribute, rent, lease, lend or use the ClearGov Service outside of the scope of the license granted herein or make the ClearGov Service available to any third party or use the ClearGov Service on a service bureau time sharing basis; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the ClearGov Service or otherwise attempt to discover or reconstruct any source code,
underlying ideas, algorithms, file formats, program interfaces or other trade secrets related to the ClearGov Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the ClearGov Service for any purpose without the express written consent of ClearGov; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyrights or other proprietary rights associated with
ClearGov other than in the name of ClearGov; or (e) modify, remove, obscure, or alter any notice of copyright, trademark, or other proprietary right or legend appearing in or on any item included with the ClearGov Service. If the use of the ClearGov Service is being purchased by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the ClearGov Service, including its rights to use, modify, reproduce, release, perform, display or disclose any elements of the ClearGov Service, will be subject in all respects to the commercial license rights and restrictions

ClearGov, Inc. Service Agreement ver. 08.01.22 Page 3 of 4 provided in this Agreement.
6) Representations, Warranties, Indemnification and Liability.

6.1) By ClearGov. ClearGov represents and warrants that: (i) the ClearGov Service shall be provided in accordance with, and shall not violate applicable laws, rules or regulations; and (ii) by using the ClearGov Service, Customer will not violate or in any way infringe upon the personal or proprietary rights of any third party, (iii) to ClearGov’s knowledge, the ClearGov Service does not contain any virus, worm, Trojan horse, time bomb or similar contaminating or destructive feature; and (iv) ClearGov holds all necessary rights to permit the use of the ClearGov Service and all components thereof provided to Customer under this Agreement.

6.2) By Customer. Customer represents and warrants that: (i) it has all right, title, and interest in and to the Customer Data necessary for its use in connection with the ClearGov Service; and (ii) it shall not use the ClearGov Service in a manner or in connection with any activity that would violate this Agreement or any law, rule or regulation or rights of any third party.

6.3) By Both. ClearGov and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the Agreement or any laws, regulations or third-party contracts.

6.4) Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer
against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury (each, a “Claim”) arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably required in the defense of any Claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the
settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any Claim, without the written consent of Customer, such consent not to be
unreasonably withheld.

6.5) Limited Warranty. ClearGov warrants that the ClearGov Service will be delivered in a professional and workmanlike manner substantially in accordance with the statement of work set forth in the applicable ClearGov Service Order and that the ClearGov Service will operate in all material respects as described in its product descriptions and/or documentation.

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS

AGREEMENT, INCLUDING ANY APPLICABLE CLEARGOV

SERVICE ORDER, CLEARGOV MAKES NO ADDITIONAL

WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR

OTHERWISE, INCLUDING WITHOUT LIMITATION ANY

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR

A PARTICULAR PURPOSE OR NON-INFRINGEMENT,

GUARANTEES, REPRESENTATIONS, PROMISES,

STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER
INDUCEMENTS.

6.6) Limitation of Liability. NEITHER CLEARGOV NOR CUSTOMER

WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,

SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING,

WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL

DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF

CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY,

OR OTHER TORT, BREACH OF ANY STATUTORY DUTY,

INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF

THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS

PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF

THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING
SENTENCE. BOTH PARTIES’ TOTAL CUMULATIVE LIABILITY

TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES

RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS

ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL

NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER
TO CLEARGOV IN THE PRECEDING TWELVE (12) MONTHS.

THE FOREGOING SHALL NOT LIMIT A PARTY'S (A) PAYMENT
OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILITY FOR
INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.3; (C)

LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS UNDER SECTION 7; OR (D) LIABILITY FOR ITS

INFRINGEMENT OR MISAPPROPRIATION OF ANY
PROPRIETARY RIGHTS OF THE OTHER PARTY. NOTHING IN

THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR
LIMITING A PARTY’S LIABILITY FOR FRAUD OR ITS

LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM
ITS NEGLIGENCE.

6.7) Essential Element. The provisions of this Section 6 are an essential element of the benefit of the consideration reflected in this Agreement.
7) Confidentiality.

7.1) Subject to any applicable open public records laws in the Customer State, each Party will keep the specific terms of this Agreement confidential, including the contents of the
schedules and exhibits, and not disclose any portion of them to any third party (other than to its attorneys, accountants, advisors and potential investors who are bound to keep such information confidential) without the other Party’s prior written consent, except as required by law, including but not limited to open public record laws.

7.2) In addition, in connection with the negotiation and performance of this Agreement, a Party (the “Receiving
Party”) may receive information from the other Party (the “Disclosing Party”) which is confidential or proprietary in nature, including without limitation information about a Party’s products, systems and services (“Confidential
Information”). The Receiving Party agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it will keep the Confidential Information in strictest confidence and protect such Confidential Information by similar security measures as it takes to protect its own Confidential Information of a similar nature, but in no event shall the Receiving Party take less than reasonable care with the Confidential Information of the Disclosing Party. The Receiving Party also agrees that it will not use any
Confidential Information for any purpose other than in
connection with the performance of its obligations under this Agreement.

7.3) The term “Confidential Information” shall not include information which A) is or becomes generally available to the public without breach of this Agreement, B) is in the
possession of the Receiving Party prior to its disclosure by the Disclosing Party, C) becomes available from a third party not in breach of any obligations of confidentiality, D) is
independently developed by the Receiving Party, or E) is required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena or court order, including but

ClearGov, Inc. Service Agreement ver. 08.01.22 Page 4 of 4 not limited to open public record laws.

7.4) The Parties recognize that the disclosure or use of a Disclosing Party’s Confidential Information by the Receiving Party in violation of the provisions of this Section 7 may cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section 7, the other Party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent injunctive relief without the necessity of posting a bond. 8) Miscellaneous.

8.1) General. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be
reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to implement the
intent of the Parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The relationship between ClearGov and Customer is one of independent
contractors, not partnership, joint venture or agency. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties hereto. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act shall not apply to this
Agreement. The Software is controlled by U.S. Export
Regulations, and it may not be exported to or used by
embargoed countries or individuals.

8.2) Entire Agreement. This Agreement and the accompanying ClearGov Service Order(s), together, constitute a valid and binding agreement between the Parties and are intended to be the Parties’ complete, integrated expression of the terms of their agreement with respect to the ClearGov Service, and any prior agreements or understandings with respect to such subject matter are superseded hereby and fully merged
herein.

8.3) Assignment. Neither Party will assign this Agreement in whole or in part to any third party without the prior written consent of the other Party; provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent company of such Party or to any successor by way of any merger, consolidation or other corporate
reorganization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement.

8.4) Marketing Materials. Customer agrees that ClearGov may utilize Customer’s name solely to identify it as a ClearGov Customer on the ClearGov Web site, in client lists and other marketing materials. Any other uses of Customer’s name
and/or logo (other than as included in the content and/or other items furnished to ClearGov by Customer) shall require Customer’s prior written consent.

8.5) Insurance. ClearGov shall maintain commercial general liability insurance, cybersecurity insurance, professional liability insurance and auto liability insurance in amounts that are consistent with industry standards. ClearGov shall
maintain Worker’s Compensation insurance as required by law.

8.6) No Boycott of Israel. ClearGov hereby certifies that ClearGov is not currently engaged in and shall not, for the duration of the Term of this Agreement, engage in a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel.

8.7) Jurisdiction. This Agreement shall be governed by the applicable laws in the Customer State, without regard to conflict of laws rules. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the Customer State before a panel of three arbitrators. Such arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on an award, if any, may be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Parties acknowledge that this Agreement evidences a transaction involving interstate
commerce. Notwithstanding the provision with respect to applicable substantive law, any arbitration conducted
pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

8.8) Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a Party hereto, that Party upon giving prompt notice to the other Party shall be excused from such performance during such occurrence.

8.9) Notices. All notices, requests, or other communications between the Parties that are required or permitted hereunder will be in writing and will be given by: (a) delivery in person or by prepaid courier service with a nationally recognized courier company, (b) delivery by registered or certified mail, postage prepaid, return receipt requested, (c) by confirmed fax, or (d) email to the address and/or fax number set forth in the applicable ClearGov Service Order. A Party may change the street or email address or fax number to which notice is to be sent by giving written notice of such change. Notices will be deemed given when received as evidenced by
verification from the courier company, the mail or
confirmation of email receipt or fax confirmation.

8.10) Titles & Subtitles. The titles and subtitles in this Agreement are used for convenience only and are not to be considered in construing it.

December 20, 2022
Finance Department
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Nickie Mastay, Deputy City Manager
Delmy Cuellar, Director of Finance
Dave Aleshire, City Attorney
Subject: First Contract Amendment with NHA Advisors, LLC FINANCIAL IMPACT: There will be no fiscal impact since NHA Advisors, LLC will be utilized on an as-needed basis and the costs will be paid for with funds deposited to the City in advance by developers and memorialized by Deposit and Funding
agreements as drafted by the City Attorney.

PREVIOUS COUNCIL
ACTION:

October 5, 2021

STATEMENT OF THE
ISSUE:

City staff members are seeking to amend its contract with NHA Advisors LLC to continue to provide Municipal
Advisor services on an as-needed basis.

RECOMMENDED ACTION: APPROVE a first amendment to the contract with NHA Advisors, LLC, in the amount of $100,000, to continue to provide Municipal Advisor services on an as-needed
basis, for a new total contract amount not to exceed
$200,000, and a term ending October 6, 2024 – Finance
(Nickie Mastay/Delmy Cuellar 510-620-6790).

AGENDA
REPORT

December 20, 2022
DISCUSSION:

On October 5, 2021, the City Council adopted Resolution No. 120-21 authorizing professional services agreements for licensed Municipal Advisor consulting services for land-secured financing districts and other financial services on an on-call, as-needed basis (Attachment 3). This resolution established a list of qualified firms to assist the City’s project team in comprehensively anticipating and leveraging its future performance of those elements of its agreements that pertain to the establishment of one or more land-secured benefit assessment districts.

NHA Advisors, LLC (NHA) is one of the qualified firms on the established list. NHA specializes in the negotiation of land-secured financing with developers on behalf of public agencies and their experience includes all forms of community facilities districts and special assessment districts. Their work has served the City in a number of ways including their participation on the refinancing team for the City’s 2022 Pension Obligation Bond that refinanced the prior swap bond to a fixed rate bond. Additionally, NHA’s work was vital for analysis of the Point Molate land financing and now Terminal

1. City staff members would like to continue to utilize NHA’s consulting expertise for the City’s various land agreements and add $100,000 to the existing contract, for a total not-to-exceed contract amount of $200,000. The original contract term remains from October 6, 2021 through October 6, 2024.

DOCUMENTS ATTACHED:

Attachment 1 – NHA Advisors LLC Original Contract
Attachment 2 –1
st Amendment to NHA Advisors LLC Contract (proposed)
Attachment 3 – October 5, 2021 Staff Report and Resolution No 120-21

CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

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

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

Finance Anil Comelo [email protected] (510) 620-6600 15086 On-Call Municipal Advisor Consulting Services NHA Advisors, LLC 440 Civic Center Drive, Suite 200 San Rafael, CA 94903 Mark Northcross (415) 785-2025 [email protected] 4006-1768 August 18, 2022 October 6, 2021 October 6, 2024 100,000.00 ✔ DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 Principal
11/10/2021
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83 Mayor

For the Contract between the City of
Richmond and

EXHIBIT A

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

Contractor shall perform services as set forth in the NHA Advisors, LLC Scope of Services, that is attached hereto and is incorporated herein by this reference.

Project Manager
NHA Advisors, LLC
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

EXHIBIT A

SCOPE OF SERVICES

FINANCIAL CONSULTING AND MUNICIPAL ADVISORY SERVICES
NHA Advisors will work with the City to develop an assessment of the potential impact of likely funding strategies and options for the proposed Pt. Molate CFD on the City’s General Fund assuming a “worst case” default by the Pt. Molate developer on any bonds issued by the CFD. Specific components of the Scope of Services are identified below:
♦ CFD “Worst Case” General Fund Impact Analysis
• Work with City staff and the developer to determine appropriate phasing for improvements to be financed through the CFD.
• Identify the likely amount of bonds to be issued to fund the initial phase of infrastructure for development of Pt. Molate.
• Determine an appropriate allocation of special tax revenues for this purpose of (1) funding infrastructure (2) maintenance of the infrastructure and (3) community benefits. • Determine an estimate of the maximum annual special tax rate required for residential development in Pt. Molate.
• Prepare a hypothetical financing plan memo for the City on the proposed CFD that addresses the following (1) improvements to be financed, (2) maintenance and services costs to be funded, (3) recommended maximum tax rates, and (4) assumed phasing of CFD improvements.
• Prepare an analysis of the likely administrative and foreclosure costs to the City, pending future reimbursement per statute, in the event the developer becomes 100% delinquent on payment of special taxes within the CFD within 1 year of the issuance of the bonds.

Assume that the administrative costs and foreclosure costs funded by the City will persist for 7 years prior to reimbursement from the proceeds of a successful foreclosure sale.

Show the combined total City costs prior to reimbursement of those costs. • Prepare an analysis of the annual missed bond debt service payments to bond owners should a successful foreclosure sale of the delinquent parcels require 7 years to be implemented.
• Identify potential mitigation measures for the risks described above, based on statewide CFD financing practice.
♦ Presentation to City Council, Staff or Other Stakeholders (as requested) • Develop a presentation for staff and the City Council on the likely costs to all stakeholders identified above for the postulated CFD bond default.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT 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: Department:

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, 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.

Anil Comelo
NHA Advisors, LLC
Finance Anil Comelo
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond
Richmond, CA 94804-0046

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

NHA Advisors, LLC NHA Advisors, LLC Anil Comelo 450 Civic Center Plaza Mark Northcross 440 Civic Center Drive, Suite 200 San Rafael, CA 94903 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall 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, DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

General Conditions/EJ/TE 01-19-11 2 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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

General Conditions/EJ/TE 01-19-11 3 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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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

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

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

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

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges 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 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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

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

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful 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 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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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 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining 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.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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

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

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

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

For the Contract between the City of
Richmond and

EXHIBIT E

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

NHA Advisors, LLC
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

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dŚĞĨŽůůŽǁŝŶŐĂƌĞƉŽƚĞŶƚŝĂůĐŽŶĨůŝĐƚƐŽĨŝŶƚĞƌĞƐƚƚŽďĞĐŽŶƐŝĚĞƌĞĚ͘ x ŽŶƐƵůƚĂŶƚ͛ĨĞĞƐƵŶĚĞƌƚŚŝƐWƌŽũĞĐƚĂƌĞďĂƐĞĚŽŶŚŽƵƌůLJĨĞĞƐŽĨŽŶƐƵůƚĂŶƚ͛ƉĞƌƐŽŶŶĞů͕ǁŝƚŚƚŚĞ ĂŐŐƌĞŐĂƚĞĂŵŽƵŶƚĞƋƵĂůŝŶŐƚŚĞŶƵŵďĞƌŽĨŚŽƵƌƐǁŽƌŬĞĚďLJƐƵĐŚƉĞƌƐŽŶŶĞůƚŝŵĞƐĂŶĂŐƌĞĞĚͲƵƉŽŶ ŚŽƵƌůLJďŝůůŝŶŐƌĂƚĞ͘dŚŝƐĨŽƌŵŽĨĐŽŵƉĞŶƐĂƚŝŽŶƉƌĞƐĞŶƚƐĂƉŽƚĞŶƚŝĂůĐŽŶĨůŝĐƚŽĨŝŶƚĞƌĞƐƚďĞĐĂƵƐĞŝƚ ĐŽƵůĚĐƌĞĂƚĞĂŶŝŶĐĞŶƚŝǀĞ ĨŽƌŽŶƐƵůƚĂŶƚ ƚŽƌĞĐŽŵŵĞŶĚĂůƚĞƌŶĂƚŝǀĞƐ ƚŚĂƚǁŽƵůĚƌĞƐƵůƚŝŶŵŽƌĞ 






 

  



 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

ŚŽƵƌƐǁŽƌŬĞĚ͘dŚŝƐĐŽŶĨůŝĐƚŽĨŝŶƚĞƌĞƐƚǁŝůůŶŽƚŝŵƉĂŝƌŽŶƐƵůƚĂŶƚ͛ĂďŝůŝƚLJƚŽƌĞŶĚĞƌƵŶďŝĂƐĞĚĂŶĚ ĐŽŵƉĞƚĞŶƚĂĚǀŝĐĞŽƌƚŽĨƵůĨŝůůŝƚƐĨŝĚƵĐŝĂƌLJĚƵƚLJƚŽƚŚĞŝƚLJ͘ x dŚĞĨĞĞƉĂŝĚƚŽŽŶƐƵůƚĂŶƚŝŶĐƌĞĂƐĞƐƚŚĞĐŽƐƚŽĨŝŶǀĞƐƚŵĞŶƚƚŽƚŚĞŝƚLJ͘dŚĞŝŶĐƌĞĂƐĞĚĐŽƐƚŽĐĐƵƌƐ ĨƌŽŵĐŽŵƉĞŶƐĂƚŝŶŐŽŶƐƵůƚĂŶƚĨŽƌŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌLJƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚ͘ x ŽŶƐƵůƚĂŶƚƐĞƌǀĞƐĂǁŝĚĞǀĂƌŝĞƚLJŽĨŽƚŚĞƌĐůŝĞŶƚƐƚŚĂƚŵĂLJ͕ĨƌŽŵƚŝŵĞƚŽƚŝŵĞ͕ŚĂǀĞŝŶƚĞƌĞƐƚƐƚŚĂƚ ĐŽƵůĚŚĂǀĞĂĚŝƌĞĐƚŽƌŝŶĚŝƌĞĐƚŝŵƉĂĐƚŽŶƚŚĞŝŶƚĞƌĞƐƚƐŽĨĂŶŽƚŚĞƌŽŶƐƵůƚĂŶƚĐůŝĞŶƚ͘&ŽƌĞdžĂŵƉůĞ͕ ŽŶƐƵůƚĂŶƚƐĞƌǀĞƐĂƐŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌƚŽŽƚŚĞƌŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌLJĐůŝĞŶƚƐĂŶĚ͕ŝŶƐƵĐŚĐĂƐĞƐ͕ŽǁĞƐ ĂƌĞŐƵůĂƚŽƌLJĚƵƚLJƚŽƐƵĐŚŽƚŚĞƌĐůŝĞŶƚƐũƵƐƚĂƐŝƚĚŽĞƐƚŽƚŚĞŝƚLJ͘dŚĞƐĞŽƚŚĞƌĐůŝĞŶƚƐŵĂLJ͕ĨƌŽŵ ƚŝŵĞƚŽƚŝŵĞĂŶĚĚĞƉĞŶĚŝŶŐŽŶƚŚĞƐƉĞĐŝĨŝĐĐŝƌĐƵŵƐƚĂŶĐĞƐ͕ŚĂǀĞĐŽŵƉĞƚŝŶŐŝŶƚĞƌĞƐƚƐ͘/ŶĂĐƚŝŶŐŝŶ ƚŚĞŝŶƚĞƌĞƐƚƐŽĨŝƚƐǀĂƌŝŽƵƐĐůŝĞŶƚƐ͕ŽŶƐƵůƚĂŶƚĐŽƵůĚƉŽƚĞŶƚŝĂůůLJĨĂĐĞĂĐŽŶĨůŝĐƚŽĨŝŶƚĞƌĞƐƚĂƌŝƐŝŶŐ ĨƌŽŵƚŚĞƐĞĐŽŵƉĞƚŝŶŐĐůŝĞŶƚŝŶƚĞƌĞƐƚƐ͘ŽŶƐƵůƚĂŶƚĨƵůĨŝůůƐŝƚƐƌĞŐƵůĂƚŽƌLJĚƵƚLJĂŶĚŵŝƚŝŐĂƚĞƐƐƵĐŚ ĐŽŶĨůŝĐƚƐƚŚƌŽƵŐŚĚĞĂůŝŶŐŚŽŶĞƐƚůLJĂŶĚǁŝƚŚƚŚĞƵƚŵŽƐƚŐŽŽĚĨĂŝƚŚǁŝƚŚƚŚĞŝƚLJ͘ ͻ ŽŶƐƵůƚĂŶƚĚŽĞƐŶŽƚŚĂǀĞĂŶLJĂĨĨŝůŝĂƚĞƚŚĂƚƉƌŽǀŝĚĞƐĂŶLJĂĚǀŝĐĞ͕ƐĞƌǀŝĐĞ͕ŽƌƉƌŽĚƵĐƚƚŽŽƌŽŶďĞŚĂůĨ ŽĨƚŚĞŝƚLJƚŚĂƚŝƐĚŝƌĞĐƚůLJŽƌŝŶĚŝƌĞĐƚůLJƌĞůĂƚĞĚƚŽƚŚĞŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌLJĂĐƚŝǀŝƚŝĞƐƚŽďĞƉĞƌĨŽƌŵĞĚ ďLJŽŶƐƵůƚĂŶƚ͘
ͻ ŽŶƐƵůƚĂŶƚ ŚĂƐ ŶŽƚ ŵĂĚĞ ĂŶLJ ƉĂLJŵĞŶƚƐ ĚŝƌĞĐƚůLJ Žƌ ŝŶĚŝƌĞĐƚůLJ ƚŽ ŽďƚĂŝŶ Žƌ ƌĞƚĂŝŶ ŽŶƐƵůƚĂŶƚ͛ ŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌLJďƵƐŝŶĞƐƐ͘
ͻ ŽŶƐƵůƚĂŶƚ ŚĂƐ ŶŽƚ ƌĞĐĞŝǀĞĚ ĂŶLJ ƉĂLJŵĞŶƚƐ ĨƌŽŵ ƚŚŝƌĚ ƉĂƌƚŝĞƐ ƚŽ ĞŶůŝƐƚ ŽŶƐƵůƚĂŶƚ͛ ƌĞĐŽŵŵĞŶĚĂƚŝŽŶƚŽƚŚĞŝƚLJŽĨŝƚƐƐĞƌǀŝĐĞƐ͕ĂŶLJŵƵŶŝĐŝƉĂůƐĞĐƵƌŝƚŝĞƐƚƌĂŶƐĂĐƚŝŽŶ͕ŽƌĂŶLJŵƵŶŝĐŝƉĂů ĨŝŶĂŶĐĞƉƌŽĚƵĐƚ͘
ͻ ŽŶƐƵůƚĂŶƚ ŚĂƐ ŶŽƚ ĞŶŐĂŐĞĚ ŝŶ ĂŶLJ ĨĞĞͲƐƉůŝƚƚŝŶŐ ĂƌƌĂŶŐĞŵĞŶƚƐ ŝŶǀŽůǀŝŶŐ ŽŶƐƵůƚĂŶƚ ĂŶĚ ĂŶLJ ƉƌŽǀŝĚĞƌŽĨŝŶǀĞƐƚŵĞŶƚƐŽƌƐĞƌǀŝĐĞƐƚŽƚŚĞŝƚLJ͘
ͻ ŽŶƐƵůƚĂŶƚĚŽĞƐŶŽƚŚĂǀĞĂŶLJůĞŐĂůŽƌĚŝƐĐŝƉůŝŶĂƌLJĞǀĞŶƚƚŚĂƚŝƐŵĂƚĞƌŝĂůƚŽƚŚĞŝƚLJ͛ƐĞǀĂůƵĂƚŝŽŶ ŽĨƚŚĞŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌLJŽƌƚŚĞŝŶƚĞŐƌŝƚLJŽĨŝƚƐŵĂŶĂŐĞŵĞŶƚŽƌĂĚǀŝƐŽƌLJƉĞƌƐŽŶŶĞů͘ ͻ ŽŶƐƵůƚĂŶƚĚŽĞƐŶŽƚĂĐƚĂƐƉƌŝŶĐŝƉĂůŝŶĂŶLJŽĨƚŚĞƚƌĂŶƐĂĐƚŝŽŶ;ƐͿƌĞůĂƚĞĚƚŽƚŚŝƐWƌŽũĞĐƚ͘ ͻ ƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚĞŵƵŶŝĐŝƉĂůĂĚǀŝƐŽƌLJƌĞůĂƚŝŽŶƐŚŝƉ͕ƚŚŝƐĚŝƐĐůŽƐƵƌĞǁŝůůďĞƉƌŽŵƉƚůLJĂŵĞŶĚĞĚ ŽƌƐƵƉƉůĞŵĞŶƚĞĚƚŽƌĞĨůĞĐƚĂŶLJŵĂƚĞƌŝĂůĐŚĂŶŐĞƐŝŶŽƌĂĚĚŝƚŝŽŶƐƚŽƚŚĞƚĞƌŵƐŽƌŝŶĨŽƌŵĂƚŝŽŶǁŝƚŚŝŶ ƚŚŝƐĚŝƐĐůŽƐƵƌĞĂŶĚƚŚĞƌĞǀŝƐĞĚǁƌŝƚŝŶŐǁŝůůďĞƉƌŽŵƉƚůLJĚĞůŝǀĞƌĞĚƚŽƚŚĞŝƚLJ͘ WƵƌƐƵĂŶƚ ƚŽ D^Z ZƵůĞ 'ͲϭϬ͕ ŽŶ /ŶǀĞƐƚŽƌ ĂŶĚ DƵŶŝĐŝƉĂů ĚǀŝƐŽƌLJ ůŝĞŶƚ ĚƵĐĂƚŝŽŶ ĂŶĚ WƌŽƚĞĐƚŝŽŶ͕
DƵŶŝĐŝƉĂů ĚǀŝƐŽƌƐ ĂƌĞ ƌĞƋƵŝƌĞĚ ƚŽ ƉƌŽǀŝĚĞ ĐĞƌƚĂŝŶ ǁƌŝƚƚĞŶ ŝŶĨŽƌŵĂƚŝŽŶ ƚŽ ƚŚĞŝƌ ŵƵŶŝĐŝƉĂů ĞŶƚŝƚLJ ĂŶĚ ŽďůŝŐĂƚĞĚƉĞƌƐŽŶĐůŝĞŶƚƐǁŚŝĐŚŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐ͗
x ŽŶƐƵůƚĂŶƚŝƐĐƵƌƌĞŶƚůLJƌĞŐŝƐƚĞƌĞĚĂƐĂDƵŶŝĐŝƉĂůĚǀŝƐŽƌǁŝƚŚƚŚĞ^ ĂŶĚƚŚĞD^Z͘
x tŝƚŚŝŶ ƚŚĞ D^Z ǁĞďƐŝƚĞ Ăƚ ǁǁǁ͘ŵƐƌď͘ŽƌŐ͕ ŝƚLJ ŵĂLJ ŽďƚĂŝŶ ƚŚĞ DƵŶŝĐŝƉĂů ĚǀŝƐŽƌLJ ĐůŝĞŶƚ ďƌŽĐŚƵƌĞƚŚĂƚŝƐƉŽƐƚĞĚŽŶƚŚĞD^ZǁĞďƐŝƚĞ͘dŚĞďƌŽĐŚƵƌĞĚĞƐĐƌŝďĞƐƚŚĞƉƌŽƚĞĐƚŝŽŶƐƚŚĂƚŵĂLJ ďĞ ƉƌŽǀŝĚĞĚ ďLJ ƚŚĞ D^Z ZƵůĞƐ ĂůŽŶŐ ǁŝƚŚ ŚŽǁ ƚŽ ĨŝůĞ Ă ĐŽŵƉůĂŝŶƚ ǁŝƚŚ ĨŝŶĂŶĐŝĂů ƌĞŐƵůĂƚŽƌLJ ĂƵƚŚŽƌŝƚŝĞƐ͘
>ĞŐĂů
ǀĞŶƚƐĂŶĚŝƐĐŝƉůŝŶĂƌLJ,ŝƐƚŽƌLJ
ŽŶƐƵůƚĂŶƚĚŽĞƐŶŽƚŚĂǀĞĂŶLJůĞŐĂůĞǀĞŶƚƐĂŶĚĚŝƐĐŝƉůŝŶĂƌLJŚŝƐƚŽƌLJŽŶŝƚƐ&ŽƌŵDĂŶĚ&ŽƌŵDͲ/͕ǁŚŝĐŚ ŝŶĐůƵĚĞƐ ŝŶĨŽƌŵĂƚŝŽŶ ĂďŽƵƚ ĂŶLJ ĐƌŝŵŝŶĂů ĂĐƚŝŽŶƐ͕ ƌĞŐƵůĂƚŽƌLJ ĂĐƚŝŽŶƐ͕ ŝŶǀĞƐƚŝŐĂƚŝŽŶƐ͕ ƚĞƌŵŝŶĂƚŝŽŶƐ͕ ũƵĚŐŵĞŶƚƐ͕ůŝĞŶƐ͕ĐŝǀŝůũƵĚŝĐŝĂůĂĐƚŝŽŶƐ͕ĐƵƐƚŽŵĞƌĐŽŵƉůĂŝŶƚƐ͕ĂƌďŝƚƌĂƚŝŽŶƐĂŶĚĐŝǀŝůůŝƚŝŐĂƚŝŽŶ͘dŚĞŝƚLJŵĂLJ ĞůĞĐƚƌŽŶŝĐĂůůLJĂĐĐĞƐƐŽŶƐƵůƚĂŶƚ͛ŵŽƐƚƌĞĐĞŶƚ&ŽƌŵDĂŶĚĞĂĐŚŵŽƐƚƌĞĐĞŶƚ&ŽƌŵDͲ/ĨŝůĞĚǁŝƚŚƚŚĞ ŽŵŵŝƐƐŝŽŶĂƚƚŚĞĨŽůůŽǁŝŶŐǁĞďƐŝƚĞ͗
ǁǁǁ͘ƐĞĐ͘ŐŽǀͬĞĚŐĂƌͬƐĞĂƌĐŚĞĚŐĂƌͬĐŽŵƉĂŶLJƐĞĂƌĐŚ͘Śƚŵů







 

  



 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

dŚĞƌĞŚĂǀĞďĞĞŶŶŽŵĂƚĞƌŝĂůĐŚĂŶŐĞƐƚŽĂůĞŐĂůŽƌĚŝƐĐŝƉůŝŶĂƌLJĞǀĞŶƚĚŝƐĐůŽƐƵƌĞŽŶĂŶLJ&ŽƌŵDŽƌ&Žƌŵ DͲ/ĨŝůĞĚǁŝƚŚƚŚĞ^
͘
ZĞĐŽŵŵĞŶĚĂƚŝŽŶƐ
/ĨŽŶƐƵůƚĂŶƚŵĂŬĞƐĂƌĞĐŽŵŵĞŶĚĂƚŝŽŶŽĨĂŵƵŶŝĐŝƉĂůƐĞĐƵƌŝƚŝĞƐƚƌĂŶƐĂĐƚŝŽŶŽƌŵƵŶŝĐŝƉĂůĨŝŶĂŶĐŝĂůƉƌŽĚƵĐƚ ŽƌŝĨƚŚĞƌĞǀŝĞǁŽĨĂƌĞĐŽŵŵĞŶĚĂƚŝŽŶŽĨĂŶŽƚŚĞƌƉĂƌƚLJŝƐƌĞƋƵĞƐƚĞĚŝŶǁƌŝƚŝŶŐďLJƚŚĞŝƚLJĂŶĚŝƐǁŝƚŚŝŶƚŚĞ ƐĐŽƉĞ ŽĨ ƚŚĞ ĞŶŐĂŐĞŵĞŶƚ͕ ŽŶƐƵůƚĂŶƚ ǁŝůů ĚĞƚĞƌŵŝŶĞ͕ ďĂƐĞĚ ŽŶ ƚŚĞ ŝŶĨŽƌŵĂƚŝŽŶ ŽďƚĂŝŶĞĚ ƚŚƌŽƵŐŚ ƌĞĂƐŽŶĂďůĞ ĚŝůŝŐĞŶĐĞ ŽĨ ŽŶƐƵůƚĂŶƚ ǁŚĞƚŚĞƌ Ă ŵƵŶŝĐŝƉĂů ƐĞĐƵƌŝƚŝĞƐ ƚƌĂŶƐĂĐƚŝŽŶ Žƌ ŵƵŶŝĐŝƉĂů ĨŝŶĂŶĐŝĂů ƉƌŽĚƵĐƚŝƐƐƵŝƚĂďůĞĨŽƌƚŚĞŝƚLJ͘/ŶĂĚĚŝƚŝŽŶ͕ŽŶƐƵůƚĂŶƚǁŝůůŝŶĨŽƌŵƚŚĞŝƚLJŽĨ͗ x ƚŚĞĞǀĂůƵĂƚŝŽŶŽĨƚŚĞŵĂƚĞƌŝĂůƌŝƐŬƐ͕ƉŽƚĞŶƚŝĂůďĞŶĞĨŝƚƐ͕ƐƚƌƵĐƚƵƌĞ͕ĂŶĚŽƚŚĞƌĐŚĂƌĂĐƚĞƌŝƐƚŝĐƐŽĨƚŚĞ ƌĞĐŽŵŵĞŶĚĂƚŝŽŶ͖
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 DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

For the Contract between the City of
Richmond and

EXHIBIT F

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

NHA Advisors, LLC
DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

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

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

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

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

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

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

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

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

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

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

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

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

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

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

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

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

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

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

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

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

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

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

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

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

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

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

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

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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

DocuSign Envelope ID: 61EB0FE1-F9D1-41DA-A4B5-CEB6AE8303F5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

CITY OF RICHMOND
Standard Contract Approval and Execution Routing Slip
Step 1: Staff Preparation
Contractor Name:__________________________ Contract# _______BL#_______Exp. Date:_______ Description of Services ___________________________________________Vendor #___________ Department:_______________________ Project Manager:_________________ Phone:___________ Initial Contract Amount:$_________________________ Term of Contract: ____________________ Total Contract: $ ________________________________
Initial Contract: Amendment: 1 2 3 4 Amendment $__________ Check One Attach

1. Check Emergency Justification (Please Attach)
One Sole Source Approval Signed (Please Attach)
Evidence of Competitive Bidding (Please Attach)

2. Prepare Scope of Work

3. Add Insurance Provisions

4. Obtain Tentative Contractor Approval (Scope of Work, General Conditions, Insurance Provisions)

5. Prepare Contract

6. Secure Legal Opinion

7. Purchasing Division Approval in Munis
City Clerk ensures that contract received City Council approval that took place at the ______________________Council meeting. ____________________City Clerk Signature Delivered Date Return Date
City Attorney ________________ ________________
Mayor ________________ ________________
City Clerk ________________ ________________
City Clerk will return two original documents to Project Manager for the contractor and department and place a copy on the Intranet
Step 2: Council Approval Process (Contracts above $10,000) Step 4: Submit Contractor Signed Documents to City Clerk

Step 3: After City Council Approval, Project Manager Executes Contract by

8. Check
Applicable
boxes
Council Approval
(over $10,000) (Council Meeting Date) _______________
Finance Committee Approval
(over $100,000) (Committee Meeting Date) _______________ This contract is grant funded by ________________________ Obtaining contractor signature on 3 original contracts and attaching Insurance Certificate and additional Insurance Endorsement
Using Agenda Plus System to Place Items on the City Council Agenda for Action NHA Advisors, LLC 5830 4006-1768 08/18/2022 On-Call Municipal Advisor Consulting Services 15086 Finance Anil Comelo 510-620-6600 100,000.00 10/6/2021 - 10/6/2024 100,000.00 ✔ ✔
✔
✔
✔
✔
✔
✔
✔
10/5/2021 ✔
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

From: Ofelia Alvarez [[email protected]] To: Valerie Lewis [[email protected]]
Subject: RE: NHA Advisors - Contract #5830
Sent: Wed 1/5/2022 2:59 PM GMT-08:00
Importance: Normal
Hello:

Unfortunately I cannot change this field. Just let the City Clerk’s office know that it was Posted in error. It was approved by me on 12-20-21. See below:

Ofelia Alvarez, CPPB
Senior Buyer, Purchasing Division
City of Richmond
Phone: 510-620-6699
[email protected] <mailto:[email protected]> Note to Vendors: You can now register to receive bid announcements on-line, at www.ci.richmond.ca.us/bids <http://www.ci.richmond.ca.us/bids> .

From: Valerie Lewis <[email protected]>
Sent: Wednesday, January 5, 2022 2:22 PM
To: Ofelia Alvarez <[email protected]>
Subject: NHA Advisors - Contract #5830
Hi Ofelia,
This contract expired in DocuSign and I need to route the contract for final signatures. Is there a way you can change posted to approved as the City Clerk will not accept the printout with the current status.

Thanks,
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

Valerie Lewis
Finance Department
510-620-6891
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
11/04/2021
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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
NAME: K T L Business Insurance Services, Inc.

KEVIN LEVINE
K T L BUSINESS INSURANCE SERVICES, INC.
322 8TH STREET SUITE # 101
DEL MAR CA 92014
PHONE
(A/C, No, Ext): (858) 350-0555 FAX(A/C, No): (858) 350-0556 E-MAIL
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
Agency Lic#: CA # 0D86601 INSURER A : Valley Forge Insurance Company 20508

INSURED

NHA ADVISORS, LLC
4040 CIVIC CENTER DR STE 200
SAN RAFAEL CA 94903
INSURER B : Hartford Casualty Insurance Company 29424
INSURER C : Underwriters at Lloyd's, London 15642
INSURER D:

INSURER E :

COVERAGES CERTIFICATE NUMBER: 90468
INSURER F :

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

LTR TYPE OF INSURANCE ADDLINSD
SUBR

WVD POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
A X COMMERCIAL GENERAL LIABILITY 6025083654 01/23/21 01/23/22 EACH OCCURRENCE $ 2,000,000

CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurence) $ 300,000
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
PROJECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000
OTHER: $
A
AUTOMOBILE LIABILITY 6025083654 01/23/21 01/23/22 COMBINED SINGLE LIMIT (Ea accident) 1,000,000
ANY AUTO BODILY INJURY (Per person) $
$

ALL OWNED
AUTOS

SCHEDULED
AUTOS BODILY INJURY (Per accident) $

X HIRED AUTOS X

NON-OWNED
AUTOS

PROPERTY DAMAGE
(per accident) $
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED

EXCESS LIAB
RETENTION $ $
B

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
72WECAA9ESI 11/08/21 11/08/22 X
PER

STATUTE
OTHER
Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N / A
(Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $ 1,000,000 C PROFESSIONAL LIABILITY MPL437400021 02/06/21 02/06/22 AGGREGATE $2,000,000 EACH CLAIM $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

THE CITY OF RICHMOND, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY AS PER ATTACHED ENDORSEMENT AND POLICY FORM. 10-DAY NOTICE OF CANCELLATION GIVEN FOR NON-PAYMENT OF PREMIUM.

CERTIFICATE HOLDER CANCELLATION

CITY OF RICHMOND
450 CIVIC CENTER PLAZA
RICHMOND, CA 94804

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
Attention:

Kevin Levine
ACORD 25 (2014/01)
The ACORD name and logo are registered marks of ACORD
© 1988-2014 ACORD CORPORATION. All rights reserved.

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

SB-146932-E
(Ed. 06/11)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED – LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM
Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. own acts or omission or those of its 1. ADDITIONAL INSURED – BLANKET VENDORS employees or anyone else acting on its
WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to:
to below as vendor) with whom you agreed, because
(1) The exceptions contained in of a written contract or agreement to provide Subparagraphs d. or f.; or insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in
connection with the distribution or sale of 1. The insurance afforded the vendor does not apply the products. to:

2. This insurance does not apply to any insured a. "Bodily injury" or "property damage" for which person or organization, from whom you have the vendor is obligated to pay damages by acquired such products, or any ingredient, part or reason of the assumption of liability in a container, entering into, accompanying or contract or agreement. This exclusion does containing such products. not apply to liability for damages that the vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any by us and made a part of this Policy. express warranty unauthorized by you;

4. This provision 2. does not apply if "bodily injury" or c. Any physical or chemical change in the "property damage" included within the "products- product made intentionally by the vendor; completed operations hazard" is excluded either
d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration,

2. MISCELLANEOUS ADDITIONAL INSUREDS testing, or the substitution of parts under instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. e. Any failure to make such inspections, below whom you are required to add as an additional adjustments, tests or servicing as the vendor insured on this policy under a written contract or has agreed to make or normally undertakes to make agreement but the written contract or agreement must in the usual course of business, in be: connection with the distribution or sale of the
products; 1. Currently in effect or becoming effective during the term of this policy; and f. Demonstration, installation, servicing or repair operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage" or "personal and advertising injury," but the sale of the product;
Only the following persons or organizations are
g. Products which, after distribution or sale by additional insureds under this endorsement and you, have been labeled or relabeled or used coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein:
thing or substance by or for the vendor; or
a. Additional Insured – Your Work
h. "Bodily injury" or "property damage" arising
out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability
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due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury," "property damage" or "personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of
c. Controlling Interest the additional insured.

Any persons or organizations with a
The insurance provided to the additional controlling interest in you but only with respect insured is limited as follows: to their liability arising out of:
(1) The Limits of Insurance applicable to the (1) Their financial control of you; or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises.

Insurance are inclusive of, and not in
This insurance does not apply to structural addition to, the Limits of Insurance shown alterations, new construction and demolition in the Declarations. operations performed by or for such additional
(2) The coverage provided to the additional insured.
insured by this endorsement and
d. Managers or Lessors of Premises paragraph F.9. of the definition of "insured contract" under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, "bodily injury" or "property damage" maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard" unless required by the following additional exclusions:
written contract or written agreement.

This insurance does not apply to:
(3) The insurance provided to the additional
(1) Any "occurrence" which takes place after insured does not apply to "bodily injury," you cease to be a tenant in that premises; "property damage," or "personal and advertising or injury" arising out of the
rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured.

A state or political subdivision subject e. Mortgagee, Assignee or Receiver to the following provisions: A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, (1) This insurance applies only with respect to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision has issued a ownership, maintenance, or use of a premises permit by you. in connection with premises you
own, rent, or control and to which this This insurance does not apply to structural insurance applies: alterations, new construction or demolition operations performed by or for such additional (a) The existence, maintenance, repair, construction, erection, or insured. removal of
advertising signs, awnings, canopies, f. Owners/Other Interests – Land is Leased cellar entrances, coal holes, driveways, manholes, marquees, An owner or other interest from whom land hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures; or maintenance or use of that specific part of the land leased to you and subject to the following (b) The construction, erection, or additional exclusions: removal of elevators; or This insurance does not apply to: (2) This insurance applies only with respect to operations performed by you or on your (1) Any "occurrence" which takes place behalf for which the state or political after you cease to lease that land; or subdivision has issued a permit.

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(2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following:
performed by or on behalf of such k. Damage To Property additional insured. "Property damage" to: g. Co-owner of Insured Premises

1. Property you own, rent or occupy, A co-owner of a premises co-owned by you including any costs or expenses and covered under this insurance but only incurred by you, or any other person, with respect to the co-owners liability as co- organization or entity, for repair, owner of such premises. replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such property for any reason, including Any person or organization from whom you prevention of injury to a person or lease equipment. Such person or organization damage to another's property; are insureds only with respect to their liability
arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care,
custody or control of the insured; With respect to the insurance afforded these additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any
contractors or subcontractors working This insurance does not apply: directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the "property after the equipment lease expires; or damage" arises out of those operations; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was
incorrectly performed on it. Any insurance provided to an additional insured designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for operations hazard." rental by you.

3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to
premises: H. Other Insurance
(1) rented to you:

4. This insurance is excess over any other
(2) temporarily occupied by you with the insurance naming the additional insured permission of the owner, or as an insured whether primary, excess, contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and A separate limit of insurance applies to noncontributing. Damage To Premises Rented To You as

4. LEGAL LIABILITY – DAMAGE TO PREMISES described in Section D – Liability and Medical Expenses Limits of Insurance.

A. Under B. Exclusions, 1. Applicable to
Business Liability Coverage, Exclusion k.

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SB-146932-E
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Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability insured is a partnership; assumed under a sidetrack agreement. (3) Any manager, if you or an additional Paragraph 6 of this exclusion does not insured is a limited liability company; apply to "property damage" included in (4) Any "executive officer" or insurance the "products-completed operations manager, if you or an additional insured is hazard." a corporation;
B. Under B. Exclusions, 1. Applicable to (5) Any trustee, if you or an additional Business Liability Coverage, the last insured is a trust; or paragraph of 2. Exclusions is deleted and replaced by the following: (6) Any elected or appointed official, if you or an additional insured is a political Exclusions c, d, e, f, g, h, i, k, l, m, n, and o, subdivision or public entity. do not apply to damage by fire to premises while rented to you or temporarily occupied by This paragraph e. applies separately to you you with permission of the owner or to the and any additional insured. contents of premises rented to you for a

7. Bodily Injury period of 7 or fewer consecutive days. A separate limit of insurance applies to this Section F. Liability and Medical Expenses coverage as described in Section D. Liability Definitions, item 3. "Bodily Injury" is deleted and And Medical Expenses Limits Of replaced with the following:

Insurance.
"Bodily injury" means bodily injury, sickness or
C. The first Paragraph under item 5. Damage To disease sustained by a person, including death, Premises Rented To You Limit of Section humiliation, shock, mental anguish or mental D. Liability And Medical Expenses Limits injury by that person at any time which results as Of Insurance is replaced by the following: a consequence of the bodily injury, sickness or disease. The most we will pay under Business Liability
for damages because of "property damage" 8. Expanded Personal and Advertising Injury to any one premises, while rented to you, or Definition temporarily occupied by you, with the
permission of the owner, including contents of a. The following is added to Section F. Liability such premises and Medical Expenses Definitions, item 14. rented to you for a period of 7 or fewer consecutive days, is the Damage to Personal and Advertising Injury, in the Premises Rented to You limit shown in the Businessowners General Liability Declaration. Coverage Form:

5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural
We waive any right of recovery we may have person, but only if such discrimination or against: humiliation is:
a. Any person or organization with whom you 1. Not done intentionally by or at the have a written contract that requires such a direction of:
waiver.
a. The insured; or

6. Broad Knowledge of Occurrence
b. Any "executive officer," director,
The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions manager (if you are a limited liability in the Businessowners Liability Coverage company) of the insured; and Form:

2. Not directly or indirectly related to the
e. Paragraphs a. and b. apply to you or to any employment, prospective employment, additional insured only when such past employment or termination of "occurrence," offense, claim or "suit" is known employment of any person or person by to: any insured.
(1) You or any additional insured that is an b. The following is added to Exclusions, Section individual; B.:

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SB-146932-E
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(15)Discrimination Relating to Room, Personal and Advertising Injury Liability is Dwelling or Premises excluded either by the provisions of the Policy or by endorsement. Caused by discrimination directly or indirectly related to the sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease or prospective sale, rental, Section F. Liability and Medical Expenses lease or sub-lease of any room, dwelling Definitions, item 14, Personal Advertising Injury, or premises by or at the direction of any Paragraph c. is replaced by the following: insured. c. The wrongful eviction from, wrongful entry (16)Fines or Penalties into, or invasion of the right of private Fines or penalties levied or imposed by a occupancy of a room dwelling or premises governmental entity because of that a person or organization occupies discrimination. committed by or on behalf of it's owner, landlord or lessor.
c. This provision (Expanded Personal and
Advertising Injury) does not apply if
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SB-146935-C
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS –

WITH PRODUCTS COMPLETED OPERATIONS COVERAGE
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM
A. Paragraph C. WHO IS AN INSURED is amended to C. The insurance provided to the additional insured does include as an additional insured: not apply to "bodily Injury," "property damage," or "personal and advertising injury" arising out of: 1. Any person or organization whom you are required by written contract to add as an additional a. The rendering of, or the failure to render, any insured on the Businessowners Liability Coverage professional architectural, engineering, or Form. surveying services, including:

B. The insurance provided to the additional insured is (1) The preparing approving, or failing to prepare limited as follows: or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders 1. The person or organization is an additional or drawings and specifications; and insured only with respect to liability for "bodily injury," "property damage," or "personal and (2) Supervisory, inspection, architectural or advertising injury" caused in whole or in part by: engineering activities. a. Your acts or omissions; or b. "Bodily Injury," "property damage," or "personal and advertising injury" arising out of any premises b. The acts or omissions of those acting on your or work for which the additional insured is behalf specifically listed as an additional insured on another endorsement attached to this Policy. in the performance of your ongoing operations specified in the written contract; or D. Section E. of the Businessowners General Liability c. "Your work" Conditions is amended as follows: that is specified in the written contract but only for "bodily injury" or "property The Duties in the Event of Occurrence, Offense, damage" included in the products completed Claim or Suit condition is amended to add the operations hazard, and only if :
following additional conditions applicable to the
(1) The written contract requires you additional insured: to provide the additional insured such An additional insured under this endorsement will as coverage; and soon as practicable:
(2) This Coverage Form provides such a. Give us written notice of an "occurrence" or an coverage. offense which may result in a claim or "suit" under

2. We will not provide the additional insured any this insurance, and of any claim or "suit" that does broader coverage or any higher result; limit of insurance than the least that is: b. Tender the defense and indemnity of any claim or a. Required by the written contract; "suit" to any other insurer or self insurer whose policy or program applies to all loss we cover
b. Described in B.1. above; or under this Policy;
c. Afforded to you under this policy. c. Except as provided in Paragraph B.3. of this

3. This endorsement, agree to make available any other insurance is excess of all other insurance insurance the additional insured has for a loss we available to the additional insured, whether on a cover under this Policy; and primary, excess, contingent or any other basis.

But if required by the written contract, this d. Send us copies of all legal papers received, and insurance will be primary and non-contributory otherwise cooperate with us in the investigation, relative to insurance on which the additional defense, or settlement of the claim or "suit." insured is a Named Insured.

We have no duty to defend or indemnify an
additional insured under this endorsement until we
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receive from the additional insured written notice that person at any time which results as a of a claim or "suit." consequence of the bodily injury, sickness or disease.

E. With respect only to the insurance provided by this J. Expanded Personal and Advertising Injury endorsement, the first sentence of Paragraph H.1. Definition Other Insurance Condition in the Businessowners A. The following is added to Section F. Liability and Common Policy Conditions, is deleted and replaced Medical Expenses Definitions, item 14. with the following: Personal and Advertising Injury, in the Other Insurance Businessowners General Liability Coverage Form: 1. This insurance is primary and non-contributory except when rendered excess by this h. Discrimination or humiliation that results in endorsement, or when Paragraph 2. below injury to the feelings or reputation of a natural applies. person, but only if such discrimination or
humiliation is: F. The provisions of the written contract or written agreement do not in any way broaden or amend this 1. Not done intentionally by or at the Policy. direction of:

G. Blanket Waiver of Subrogation a. The insured; or
We waive any right of recovery we may have against: b. Any "executive officer," director, stockholder, partner, member or 1. Any person or organization with whom you have a manager (if you are a limited liability written contract that requires such a waiver. company) of the insured; and H. Broad Knowledge of Occurrence 2. Not directly or indirectly related to the The E. Businessowners employment, prospective employment, following items are added to General Liability Conditions Businessowners past employment or termination of in the Liability Coverage Form: employment of any person or person by any insured.
e. Paragraphs a. and b. apply to you or to any
additional B. The following is added to Exclusions, Section B.: insured only when such "occurrence," offense, claim or "suit" is known to: (15)Discrimination Relating to Room, Dwelling

1. You or any additional insured that is an or Premises individual; Caused by discrimination directly or indirectly (2) Any partner, if you or an additional related to the sale, rental, lease or sub-lease insured is a partnership; or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the
(3) Any manager, if you or an additional direction of any insured. insured is a limited liability company;
(16)Fines or Penalties
(4) Any "executive officer" or insurance
manager, if you or an additional insured is Fines or penalties levied or imposed by a a corporation; governmental entity because of
discrimination.
(5) Any trustee, if you or an additional
insured is a trust; or C. This provision (Expanded Personal and Advertising Injury) does not apply if Personal
(6) Any elected or appointed official, if you or and Advertising Injury Liability is excluded an additional insured is a political either by the provisions of the Policy or by subdivision or public entity. endorsement.

This paragraph e. applies separately to you D. Personal and Advertising Injury Re-defined and any additional insured.

Section F. Liability and Medical Expenses
I. Bodily Injury Definitions, item 14, Personal Advertising Injury, Section F. Liability and Medical Expenses Paragraph c. is replaced by the following:

Definitions, item 3. "Bodily Injury" is deleted and c. The wrongful eviction from, wrongful entry replaced with the following: into, or invasion of the right of private occupancy of a room dwelling or premises "Bodily injury" means bodily injury, sickness or that a person or organization occupies disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by
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committed by or on behalf of its owner,
landlord or lessor.

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From: Sabrina Lundy
To: Sabrina Lundy
Cc: Jasuara Castaneda; Pamela Christian; Ursula Deloa
Subject: APPROVED CONSENT CALENDAR ITEMS - October 5, 2021, City Council Meeting Date: Wednesday, October 6, 2021 9:54:25 AM
The following Consent Calendar items were approved by the City Council at its October 5, 2021, meeting:

HOUSING AUTHORITY CONSENT CALENDAR
G-1.       ADOPT a resolution authorizing a contract amendment for as-needed temporary staffing services with Renoir Staffing in an amount of $180,000 for a total amount not to exceed $330,000.

CITY COUNCIL CONSENT CALENDAR
I-1.         APPROVE contract amendment No. 1 with Larry Walker Associates in the amount of $320,000, for a total amount not to exceed $520,000 to assist with the Environmental Compliance Program Inspections, Sampling and the City's National Pollutant Discharge Elimination System (NPDES) and Stormwater Municipal Regional Permit (MRP).

I-2.         ADOPT a resolution authorizing the issuance of a task authorization to Veolia Water to manage (on behalf of the City of Richmond) subcontracts with W.R. Forde and Associates, VW Housen and Questa Engineers to replace and or rehabilitate specific sanitary sewer pipelines in an amount not to exceed $474,274.50 [W.R. Forde and Associates. cost of $317,000 plus 16.5 percent mark-up of $52,305, plus 15 percent contingency of $47,550 plus 9 percent mark-up of $4,279.50; VW Housen project cost of $25,000, plus 16.5 percent mark-up of $4,125, plus 15 percent contingency of $3,750, plus 9 percent mark-up of $337.50; Questa Engineers Project Cost of $15,000, plus 16.5 percent mark-up of $2,475, plus 15 percent contingency of $2,250, plus 9 percent mark-up of $202.50].

I-3.         ADOPT a resolution to appropriate budget from the 2019A Wastewater Bonds proceeds for the unanticipated work; and approve contract amendment No. 1 for Bay Hawk Inc., in the amount of $224,750 for the sewer pipeline repairs as listed in the 2018/2019 Risk Assessment Analysis (RAA) Clean-up Proposal Project list for a total contract amount not to exceed $598,750.

I-4.         APPROVE a contract with Pisor Fence Division, Inc., for replacing existing damaged fence at the Wastewater Treatment Plant (601 Canal Blvd.) with a new 1,120 linear foot (LF) of 8' height fence filled with Green Vinyl Strips, in an amount not to exceed $128,070 (project cost of $121,393 plus 5.5 percent contingency of $6,677).

I-5.         ADOPT a resolution authorizing the issuance of a task authorization to Veolia Water to manage (on behalf of the City of Richmond) subcontracts with: D'Arcy and Harty Construction, Inc., VW Housen and Questa Engineers to replace and or rehabilitate specific sanitary sewer pipelines in an amount not to exceed $956,440 [D'Arcy and Harty Project cost of $680,000 plus 16.5 DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

percent mark-up of $112,200, plus 15 percent contingency of $102,000 plus 9 percent mark-up of $9,100; VW Housen project cost of $25,000, plus 16.5 percent mark-up of $4,125, plus 15 percent contingency of $3,750, plus 9 percent mark-up of $337.50; Questa Engineers Project Cost of $15,000, plus 16.5 percent mark-up of $2,475, plus 15 percent contingency of $2,250, plus 9 percent mark-up of $202.50].

I-6.         ADOPT a resolution authorizing the city manager, or designee, to enter into a Maintenance Agreement with Caltrans. The City of Richmond will be responsible for maintaining the signage and striping improvements that are installed at the intersection of Harbour Way South and Hoffman Boulevard as shown in Exhibit A.

I-7.         APPROVE contracts with: (1) Avery and Associates;(2) The Byers Group; (3) Cooperative Personnel Services; (4) Koff and Associates, and(5) Management Partners each for $75,000 $50,000 for executive recruitment services over a three-year period from September 28, 2021, to September 27, 2024.  The Council authorized $50,000 for each contract NOT $75,000.

I-8.         AMEND the salary schedule to acknowledge Richmond Fire Management Association's executing the option to move a differential pay into base salary.

I-9.         Continued to the October 19, 2021, City Council meeting.

I-10.       APPROVE two legal services agreements, first amendments to five legal services agreements, and two second amendments to existing legal services agreements with: (1) Liebert, Cassidy Whitmore; (2) Sloan Sakai Yeung & Wong LLP; (3) Maloney Employment Law; (4) Orbach, Huff, Suarez & Henderson; (5) McNamara, Ney, Beatty, Slattery, Borges & Ambacher;  (6) Newdorf Legal; and (7) Allen Glaessner Hazelwood & Werth to represent the City of Richmond in pending and future employment, dangerous condition, police/tort defense and other municipal law litigation in state and federal court.

I-11.       ADOPT a resolution authorizing the city manager to execute a professional services agreement for Municipal Advisor services for land-secured financing districts if and when needed with any of the following firms (listed alphabetically): KNN Public Finance, LLC; NHA Advisors, LLC; Public Resources Advisory Group, Inc. ("PRAG"). Professional services agreements for as-needed services shall be for individual amounts not to exceed $100,000 over a three-year period, with an option to extend the contract for two years. Total authority is limited to $300,000 maximum, with no single contract exceeding $100,000. This list and these limits may be revised, amended, or canceled by the action of the City Council, including by resolution for the issuance of bonds. The Council authorized the recommended service agreement amounts with revision to some of the language in the resolution.

I-12.       APPROVE and AUTHORIZE the Police Department to spend up to $50,000 per vendor over the next three (3) years. The four vendors were chosen based upon their ability to source and provide, at reasonable cost, the ammunition sizes utilized by the department. The four vendors are: Dooley, LC Action, San Diego Police Supply, and Ammo.com.

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I-13.       APPROVE a sole-source agreement with the Contra Costa County District Attorney's Office for the continued and dedicated services of a deputy district attorney who would be specifically assigned as Richmond's Community Based Prosecutor, in an amount not to exceed $100,000 from July 1, 2021, through June 30, 2022.

I-14.       APPROVE a three-year contract with the Richmond Rod & Gun Club in an amount not to exceed $35,000 for ongoing training and practice.

I-15.       AUTHORIZE the city manager or designee to execute a grant agreement with the State Department of Parks and Recreation for a $25,000 Certified Local Government (CLG) grant and APPROPRIATE the $25,000 CLG grant in Fiscal Year 21/22 budget.

I-16.       APPROVE a sole-source contract with PES Environmental, Inc. (PES) in an amount not to exceed $70,000 for environmental consultation services related for the Miraflores Property, through June 30, 2023, to be paid for by funding from the Successor Agency to the Richmond Community Redevelopment Agency.

I-17.       APPROVE a request to waive the rental fees in the amount of $873.50 for the 2021 Soulful Softball Sunday games and activities scheduled for October 17, 2021, at Nicholl Park.

I-18.       PROCLAMATION declaring October 16, 2021, as Arbor Day in the City of Richmond.

I-19.       PROCLAMATION declaring October 6, 2021, as California Clean Air Day in the City of Richmond.

Resolutions and Ordinances adopted at this meeting and the official minutes will be posted on the City Clerk’s webpage within 14 business days following the City Council meeting.

The Purchasing Division will accept a printout of this email as proof of contract approval by the City Council. Please include a copy of this email with contracts delivered to the City Clerk’s Office for signature routing.

Sabrina Lundy
City Clerk’s Office
(510) 231-3048
Please Note: This message is being sent on a public e-mail system and may be subject to disclosure pursuant to the California Public Records Act. The City Clerk’s Department is prohibited from giving legal advice (per California Business and Professions Code 6125).

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City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9/20/2021_________________________
Vendor ___KNN_______ Evaluator Name ______JOE LEACH________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 25 Did well to research
city; exp. w/ LLMD
and Geol Haz
Abatement Dist into
CFD instead of
separate;

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 25 Helped Santee w/
first CFD; Vacaville’s
first CFD in 28 years;
marina, Oakland and
SoSF; familiar w/
combined CFDs w/
EBMUD; strong
disclaimer re: scope
of clients as public
entities, local
governments, school
districts; long-tenured
staff experience w/
firm; comment on the
need for formally
adopted CFD
goals/policies

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 15 Capable.

DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

2 Cost Proposal 20 20 competitive
TOTAL 85
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9.14.2021_________________________
Vendor ___KNN_______ Evaluator Name ______T. Fuller________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 25 Long established
firm.

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 25 Qualified.

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 25 Capable.

Cost Proposal 20 20
TOTAL 85
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9/20/2021_________________________
Vendor ___NHA ADVISORS___ Evaluator Name ______JOE LEACH________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 28 Researched various
issues in Richmond
and provided similar
expertise;

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 28 Well qualified. Have
done many, many
CFDs, so excellent
firm to have on-call.

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 20 Proposes to be lead
on finance meetings
to ensure milestones
are met; headquarted
in San Rafael; limited
Bay Area experience
cited; cited several
CFDs that included
soil remediation
issues; ranked No. 1
in last 5 years based
upon volume in No
Cal
Cost Proposal 20 20 thorough
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

2 TOTAL 96
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9.14.2021_________________________
Vendor ___NHA_______ Evaluator Name ______T. Fuller________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 30 Experienced and
creative.

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 30 Well qualified. Have
done many, many
CFDs, so excellent
firm to have on-call.

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 20 Experienced team
with high
commitment to
serving clients well.

Cost Proposal 20 20
TOTAL 100
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9/20/2021_________________________
Vendor ___PRAG_______ Evaluator Name ______JOE LEACH________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 25 Good firm. Seem to
have strength in
certain types of
financing w/
competency in most
others

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 25 Good competent.

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 18 competent
Cost Proposal 20 18
TOTAL 86
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

City of Richmond RFQ Evaluation Form – Municipal Advisor Consulting Services Date:______9.14.2021_________________________
Vendor ___PRAG_______ Evaluator Name ______T. Fuller________________ Evaluation Criteria Maximum
Points
Assigned
Score Comments

1. Experience/Past Performance/References
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
30 25 Good firm. But not for
every type of
financing.

2. Proposer Qualifications
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
30 25 Good generally, but
not my first choice for
the CFD work.

3. Project Team
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

This category will evaluate the firm’s:
• Qualifications and relevant individual experience
• Unique qualification of key personnel
• Staff Availability / Time commitment of key members
• Organization chart
20 20
Cost Proposal 20 15
TOTAL 85
DocuSign Envelope ID: 08BE7E71-86E6-4229-98F3-87897B65FB83

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

Amendment No. ___ 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:

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

2. 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 , which original term commenced on and terminates with an original
contract payment limit of $ . 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.

Contract Amendment/EJ/TE 09-26-07

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.

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

6. Insurance Coverage Updated and Maintained. Pursuant to the 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
a municipal corporation
By _______________________
Title:

I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.

By _______________________
City Clerk
Approved as to form:

By_______________________
City Attorney
List of Attachments:

1. Amendment Provisions

2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

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 $ . 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 $ 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

Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the
following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

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

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

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

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

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

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

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

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

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

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

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

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

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

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

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

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

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

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

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

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

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

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

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

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

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

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

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

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

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

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

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

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

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

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

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

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

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

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

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

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

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
03/04/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

PRODUCER CONTACT
NAME: K T L Business Insurance Services, Inc.

KEVIN LEVINE
K T L BUSINESS INSURANCE SERVICES, INC.
322 8TH STREET SUITE # 101
DEL MAR CA 92014
PHONE
(A/C, No, Ext): (858) 350-0555 FAX(A/C, No): (858) 350-0556 E-MAIL
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
Agency Lic#: CA # 0D86601 INSURER A : Valley Forge Insurance Company 20508

INSURED

NHA ADVISORS, LLC
4040 CIVIC CENTER DR STE 200
SAN RAFAEL CA 94903
INSURER B : Hartford Property & Casualty 34690
INSURER C : Underwriters at Lloyd's, London
INSURER D:

INSURER E :

COVERAGES CERTIFICATE NUMBER: 91696
INSURER F :

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

LTR TYPE OF INSURANCE ADDLINSD
SUBR

WVD POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
A X COMMERCIAL GENERAL LIABILITY 6025083654 01/23/22 01/23/23 EACH OCCURRENCE $ 2,000,000

CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurence) $ 300,000
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
PROJECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000
OTHER: $

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
$

ALL OWNED
AUTOS

SCHEDULED
AUTOS BODILY INJURY (Per accident) $

HIRED AUTOS NON-OWNED
AUTOS

PROPERTY DAMAGE
(per accident) $
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED

EXCESS LIAB
RETENTION $ $
B

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
72WECAA9ESI 11/08/21 11/08/22 X
PER

STATUTE
OTHER
Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N / A
(Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $ 1,000,000 C PROFESSIONAL LIABILITY MPL437400022 02/06/22 02/06/23 AGGREGATE $2,000,000 EACG CLAIM $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

CITY OF RICHMOND, ITS OFFICERS, OFFICIALS, EMPLOYEES OR VOLUNTEERS NAMED AS ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY AS PER ATTACHED BLANKET ENDORSEMENT AND POLICY FORM. 30-DAY NOTICE OF CANCELLATION GIVEN FOR NON-PAYMENT OF PREMIUM.

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

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
Attention:

Kevin Levine
ACORD 25 (2014/01)
The ACORD name and logo are registered marks of ACORD
© 1988-2014 ACORD CORPORATION. All rights reserved. Page 894 of 2052

December 20, 2022
Fire Department
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Angel Montoya, Fire Chief
Aaron Osorio, Deputy Fire Chief
Subject: Revised Contract with Stryker Sales Corporation Dba Stryker Medical
FINANCIAL IMPACT: The total contract amount shall not exceed $46,267.20.

Funding for this year’s portion of the total expenditure (estimated $20,000) is included in the approved Fiscal
Year 2022-2023 Fire Department budget (10706022-
400501). The balance of the contract amount will be
budgeted over subsequent fiscal years.

PREVIOUS COUNCIL
ACTION:

September 21, 2021

STATEMENT OF THE
ISSUE:

The Fire Department utilizes various medical equipment
to provide emergency medical care to the community. In
order to ensure maximum operational readiness, the
equipment must be serviced annually and repaired as
needed.

RECOMMENDED ACTION: APPROVE a sole-source contract with Stryker Medical to provide maintenance, software updates, diagnostics, and certain repairs for emergency medical equipment used by the Fire Department, for a total contract amount not to exceed $46,267.20, and a contract term through
November 30, 2025 - Fire Department (Chief Angel
Montoya 510-307-8041).

AGENDA
REPORT

December 20, 2022
DISCUSSION:

On September 21, 2021, City Council approved the sole-source contract with Stryker Medical, for a total amount not to exceed $46,267.20, for a term of September 1, 2021 through August 31, 2024. After the approval, Stryker Medical provided amended language to the standard contract language and insurance provisions. The City Attorney’s Office reviewed and negotiated further modifications to the contract language, and Risk Management approved the proposed changes to the insurance requirements.

The Fire Department has eight (8) LUCAS chest compression devices and twelve (12) Life Pak 1000 AED defibrillators used to provide emergency medical care to patients experiencing cardiac arrest.

The devices are manufactured by Stryker Medical. City staff is requesting approval of a sole-source contract with Stryker medical to perform its ProCare service on all of the aforementioned devices. The ProCare service includes:
 Software updates
 Integrity inspection
 Testing sensors and recalibration
 Lubricating and adjusting parts
 Functional tests and computer-aided diagnostics
 Repairs per the parties’ agreement
Having the manufacturer annually service the equipment is critical to ensuring that the equipment is in good working order so that the Fire Department can provide necessary care to the citizens of Richmond.

For these reasons, City staff requests that City Council approve the revised sole-source contract with Stryker in an amount not to exceed $46,267.20, for a term of December 1, 2022 through November 30, 2025.

DOCUMENTS ATTACHED:

Attachment 1 – Original Contract
Attachment 2 – Amended Contract
Attachment 3 – Sole Source Justification
Attachment 4 – September 21, 2021 Item I-1 Council Approval

CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

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

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

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

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

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

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

Title: By:

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

Date Signed:

By:

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

By:

By: Title:

City Attorney
Date Signed:

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

LIST OF ATTACHMENTS:

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

For the Contract between the City of
Richmond and

EXHIBIT A

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

Sales Rep Name:

ProCare Service Rep:

Date:

ID #:

Billing Acc Num: Name: Aaron Osorio
Shipping Acct Num: Title: EMS Chief
Account Name Phone:

Account Address Email:

City, State Zip
See below for complete payment schedule
Start Date:

End Date:

Stryker Signature Date Customer Signature Date
If contract is over $5,000 please send hard copy PO
LP1000 LifePak 1000 LP1000 PM Only Onsite
Trevyn Haller
12 3 $4,752.00 $14,256.00
Item
No.

Model
Number
Model Description ProCare Program Qty Yrs Annual Price Total 1 Adam Meyers 3800 E. Centre Ave
Portage, MI 49009
PROCARE PROPOSAL SUBMITTED TO:

PROCARE COVERAGE
1504552
Richmond Fire Dept.

PO Box 4046
5/24/2021
2 LUCAS LUCAS LUCAS Prevent Onsite 8 3 $10,670.40 $32,011.20 COMMENTS:

Please email signed Proposal and Purchase Order to [email protected].

All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure. **Quote pricing valid for 30 days.
8/31/2024
Unless otherwise stated on contract, payment is expected upfront. ProCare Total $46,267.20 FINAL TOTAL $46,267.20
PROGRAM INCLUDES:
9/1/2021
Purchase Order Number
The Terms and Conditions of this quote and any subsequent purchase order of the Customer are governed by the Terms and Conditions located at https://techweb.stryker.com
The terms and conditions referenced in the immediately preceding sentence do not apply where Customer and Stryker are parties to a Master Service Agreement. [email protected]
LP1000 PM Only Onsite:

LUCAS Prevent Onsite:
• Update software to the most current version
• Check all batteries and battery pins
• Inspect the integrity of accessories and recommend replacement as needed • Test linear sensor and recalibrate if needed
• Lubricate and adjust mechanical parts, including compression module and claw lock • Clean hood, fan, intake and bellows
• Perform functional test on all mechanical components and electronics • Computer-aided diagnostics
• Replacement of LUCAS Disposable suction cup, LUCAS Patient Straps, or LUCAS Stabilization Strap, as deemed necessary by Stryker • Repairs (parts and labor) to restore equipment to manufacturer specifications • Replace up to 2 LUCAS chest compression system batteries in accordance with the Instructions for Use or upon battery failure* • LUCAS Battery Desk-Top Charger, LUCAS Aux Power Supply, LUCAS Car Cable repair or replacement as deemed necessary by Stryker* • Replacement of LUCAS Disposable suction cup, LUCAS Patient Straps, or LUCAS Stabilization Strap **(Onsite Repairs or Depot Depending on Agreement) **
210524151049
• Update software to the most current version
• Check all batteries and battery pins
• Inspect the integrity of accessories and recommend replacement as needed • Test the integrity of all cables and recommend replacement as needed • Electrical safety check in accordance with NFPA guidelines • Computer-aided diagnostics to verify the unit functions accurately, including waveform shape and defibrillation energy • Replace up to 1 battery pack in accordance with the device operating instructions or upon battery failure • Replace 1 set of expired adult therapy electrodes at schedule ed time of service **(Onsite PM or Depot Depending on Agreement) **
(510) 620-6893
Annual Payments $15,422.40
Richmond Fire Dept., CA 94804
1325506

Please email signed Proposal and Purchase Order to [email protected].

All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure. **Quote pricing valid for 30 days.

Date Payment Int Paid Prin. Remaining Balance
9/1/2021
9/1/2022
9/1/2023 $ 15,422.40 $ - $ - $ -
Starting Balance
$ 15,422.40 $ - $ 30,844.80
$ 15,422.40 $ - $ 15,422.40

PAYMENT SCHEDULE
$ 46,267.20
$ 30,844.80
$ 15,422.40

Serial Number Program
LUCAS Prevent Onsite
3519F175 LUCAS Prevent Onsite
3519F308 LUCAS Prevent Onsite
3519F327 LUCAS Prevent Onsite
3519F328 LUCAS Prevent Onsite
3519F330 LUCAS Prevent Onsite
38681028 LP1000 PM Only Onsite
43899728 LP1000 PM Only Onsite
44360090 LP1000 PM Only Onsite
44458607 LP1000 PM Only Onsite
44539732 LP1000 PM Only Onsite
43763706 LP1000 PM Only Onsite
43758140 LP1000 PM Only Onsite
43986060 LP1000 PM Only Onsite
46308105 LP1000 PM Only Onsite
38681036 LP1000 PM Only Onsite
38681020 LP1000 PM Only Onsite
38690888 LP1000 PM Only Onsite
11 8
9 6
7 4
5 2
3 10

SERIAL NUMBER SHEET
Model
LP1000
Item
No.
1 LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
16 17
14 15
12 13
LP1000
LUCAS
LUCAS
LUCAS
LUCAS
LUCAS
LUCAS
LUCAS
LUCAS
3519F331
18 19
3519F311
LUCAS Prevent Onsite
20 3519F037 LUCAS Prevent Onsite

Purchase Order Form
Account Manager Purchase Order Date
Cell Phone Expected Delivery Date
Stryker Quote Number
Check box if Billing same as Shipping
BILL TO CUSTOMER # SHIP TO CUSTOMER #
Billing Account Num Shipping Account Num
Company Name Company Name
Contact or Department Contact or Department
Street Address Street Address
Addt'l Address Line Addt'l Address Line
City, ST ZIP City, ST ZIP
Phone Phone
Authorized Customer Initials Authorized Customer Initials

DESCRIPTION QTY TOTAL

REFERENCE QUOTE
Accounts Payable Contact Information
Name
Email
Phone
Authorized Customer Signature
Printed Name
Title
Signature
Date
Attachment Stryker Quote Number 210524151049
*Sales or use taxes on domestic (USA) deliveries will be invoiced in addition to the price of the goods and services on the Stryker Quote.

Stryker Terms and Conditions
www.strykeremergencycare.com/terms
1504552
210524151049
Richmond Fire Dept.

Aaron Osorio
1325506
PO Box 4046
Richmond Fire Dept., CA 94804
(510) 620-6893

For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT 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: Department:

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, 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

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond
Richmond, CA 94804-0046

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

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

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall 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 2 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 3 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 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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

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

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

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue

General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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