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.
Public Works
Angela Walton
[email protected]
(510) 255-9688
8786
5845
Public Outreach and Plant Establishment for the Greening the Yellow Brick Road Grant Pogo Park
2604 Roosevelt Avneue
Richmond, CA 94804-1623
Toody Maher
(510) 215-5500
[email protected]
40046304
July 16, 2022
November 30, 2021
December 31, 2025
1,257,950
✔
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
B y :
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
B y :
B y : T i t l e :
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President
and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
Pogo Park
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF Executive Director
11/17/2021
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:
See attached.
Project Manager
Pogo Park
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF
FEE PROPOSAL
YELLOW BRICK ROAD®
URBAN GREENING PROJECT
May 1, 2021
Toody Maher
Execu/ve Director
POGO PARK
[email protected]
510-215-5500
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 1 SCOPE OF WORK
May 1, 2021
YELLOW BRICK ROAD® URBAN GREENING PROJECT:
PLANTING & THREE-YEAR PLANT ESTABLISHMENT
PROJECT BACKGROUND
As part of an 8-week summer jobs program in 2008, 30 youths from Richmond’s Iron Triangle neighborhood were tasked with developing a solution to some of the many challenges that plague their community: high levels of gun violence, poverty, widespread blight, environmental degradation, speeding cars, and a lack of safe, green, and vibrant public spaces. The result was the Yellow Brick Road (YBR), a safe, green, and clean bike and walking path through the Iron Triangle that links key community assets – churches, schools, parks, transportation, shopping, and cultural centers – together.
Twelve years of effort have gone into creating the Yellow Brick Road, a safe bike/pedestrian route through the Iron Triangle neighborhood. Richmond nonprofit Pogo Park joined the effort in 2009, working with the local community and using a bottom-up, grass-roots approach to realize the YBR project.
Multiple phases of planning and funding have been needed to implement the project. Pogo Park worked with the City of Richmond to include the YBR in the City’s Pedestrian and Bicycle Master Plan, helped secure an Environmental Justice grant from Caltrans to develop the project’s concepts, led a robust public engagement process to finalize the YBR elements and route, and facilitated two winning State of California grant applications that allocated $10.3 million to the City of Richmond to implement the YBR project.
Once the construction for YBR infrastructure elements is completed by December 2021, Pogo Park will employ local community members to install the project planting and maintain the plants during the three-year plant establishment period. In the final YBR construction phase, residents of the Iron Triangle will stencil yellow bricks across roadways and on sidewalks to finally create the iconic, safe pathway through the heart of their community that they envisioned over a decade ago.
The Scope of Work below details the tasks to be completed by Pogo Park as part of the State of California Natural Resource Agency Urban Greening grant deliverables.
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 2 PROJECT APPROACH
GRANT BACKGROUND & CONTEXT
Working in concert with community residents and on behalf of the City of Richmond, Pogo Park submitted a successful $4.2 million grant application to the State of California Natural Resource Agency to “green” a segment of the Yellow Brick Road.
A major reason why the State awarded the YBR grant to Richmond is because of the City's unique 14-year partnership with Pogo Park. The State wants this grant to green barren city streets to become vehicles for jobs, opportunity, and economic development in low-income communities. The State supports the City and Pogo Park's process of:
a) Directing grant funds into the community to hire, train, and empower community residents to do a significant portion of the work themselves.
b) Awarding contracts and procuring materials locally from Richmond businesses.
The combination of directing grant funds to create local jobs and contracts with local businesses will spark and foster economic development in one of Richmond's most under- resourced communities.
After over a decade of experience working with the City to transform two of the City’s public parks via Pogo Park's unique Design/Build process, Pogo Park is now prepared to assume the lead role in managing and directing the Yellow Brick Road planting and three-year plant establishment project from start to finish.
YBR GRANT DELIVERABLES
Per the State's grant agreement, the City is required to procure, install, and maintain the following for YBR:
● 93 trees
● 9,435 square feet of ornamental shrubs and groundcover ● 1,435 sf stormwater planting
● 3 years of plant establishment activities
POGO PARK'S FEE PROPOSAL
Pogo Park proposes to enter into a $1,257,950 contract with the City of Richmond to implement all the features listed above. The Scope of Work for this proposal is described below and itemized in Tasks 0-7.
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 3 Pogo Park will be the prime vendor for the Project and, as such, will organize, manage, and lead all aspects of the Project, including consultant work. Pogo Park, together including our team, will provide project management, community outreach, plant acquisition, plant installation and plant establishment services to:
- Manage all aspects of the Project
- Acquire the Project trees and shrubs
- Install all the trees and shrubs
- Conduct three years of plant establishment activities, including watering, pruning, weeding and mulching
CONSULTANTS
Pogo Park has assembled an experienced team of professional consultants to work on Yellow Brick Road. Each and every consultant understands and supports Pogo Park’s vision and values that underlie this Project: specifically Pogo Park's “build from the inside/out” process.
This process empowers community residents to be deeply involved in every aspect of the process and to imagine, design, and rebuild public parks in their own community. Pogo Park's team of consultants include:
ARBORISTS
SBCA Tree Services – Certified Arborists
Big Chief Tree Service – Certified Arborist
HORTICULTURALIST
Stewart Winchester, Adjunct Professor, Merritt College
LANDSCAPE ARCHITECTS
Kirsten Negus, Thuilot Associates
Amy Mitchell. MIG, Inc.
LANDSCAPE CONTRACTOR
Landspaces – Peter Rohan, Licensed Contractor and Landscape Architect
COMMUNITY INVOLVEMENT
Pogo Park will hire, train, and empower a core team of community residents (CDT) to work shoulder to shoulder with our licensed design partners to develop the plant installation and establishment plans.
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 4 SCOPE OF WORK – EXECUTIVE SUMMARY
The Yellow Brick Road Urban Greening Project is comprised of the following nine tasks.
TASK 1: PROJECT MANAGEMENT
Pogo Park will organize, lead, manage, and implement the community involvement, plant installation, and three-year plant establishment phase of the YBR UG Project, including all work performed by consultants. Project Management includes the following tasks:
● Oversee internal Project Administration and Contract Administration o Management of consultant contracts for timely invoicing and payment o Management of consultant work for timely performance
● Management of consultants during duration of project
Communicate with City and other key stakeholders about the Project ● Schedule and attend all project-related meetings
● Ensure project schedule is maintained and all team members' performance meet schedule requirements
Timeline: January 2020 - December 2024
Deliverables: Reports, invoices, and information submitted in a timely fashion; a information hub to gather, share, and archive all documents relating to the Project.
TASK 2: PLANT ACQUISITION
Pogo Park will coordinate with wholesale and retail nurseries to order and purchase all the plants and trees needed for the Project. Due to the high quality of their plants, Pogo Park will likely order most of the plants and trees from Devil Mountain Wholesale Nursery, which has the capacity to provide the large plant quantities needed for the YBR project. Pogo Park will also establish relationships with two Richmond nurseries, Annie’s Annuals and The Watershed Nursery. If necessary, these local nurseries can supply replacement plants in small quantities during the three-year plant establishment period.
Timeline: January 2021 – January 2022
Deliverables: Contracts with nurseries for all tree and plant quantities required for the project.
TASK 3: POGO GREEN TEAM DEVELOPMENT AND TRAINING
Pogo Park has adopted a proven, old world “Apprentice/Master” model for its projects. Pogo Park’s existing Community Development Team (CDT) of “Apprentices” and new “Green Team” hires will work alongside a team of arboriculture and horticulture “Masters” to complete the YBR project. Richmond residents will earn a living wage while re-making a city street that will benefit their own children and the larger community. In the process, CDT and Green Team members will acquire a diverse set of transferable horticulture, landscape maintenance, and community engagement skills.
Timeline: June 2021 – December 2024
Deliverables:, Green Team training program and project maintenance manual DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 5 TASK 4: TOOLS AND EQUIPMENT ACQUISITION
Pogo Park will acquire the work tools and equipment needed to complete the YBR project. This includes hand tools, special tree care tools, hand watering equipment, Green Team uniforms, a golf cart for transporting materials, and storage facilities for compost, mulch and tools. Tree pits will be dug as part of the City’s Yellow Brick Road contract with the City’s contractor; no digging will be necessary for YBR tree installation.
Timeline: June 2021 – January 2022.
Deliverables: Project tools, watering equipment, and storage facilities
TASK 5: COMMUNITY OUTREACH & EDUCATION
Pogo Park will lead the community outreach, engagement, and training efforts for the duration of the Project. Pogo Park will create and execute a comprehensive community outreach plan to reach out to, connect with, and inform all key stakeholders (i.e. neighbors, schools, churches, businesses, city staff, and city councils, media etc.) about the Project.
Timeline: January 2021 – December 2021
Deliverables: Outreach plan, outreach materials, and documentation of implemented outreach
TASK 6: PRE-INSTALLATION PLANT MAINTENANCE
As needed, Pogo Park will develop a short-term maintenance plan for trees and plants that have been delivered by the nurseries but are not being immediately installed. Pogo Park will provide space at its facility located at 909 Ohio Avenue Richmond 94804 to store and maintain plants.
Timeline June 2021 – December 2021
Deliverable: Short-term pre-installation maintenance plan
TASK 7: INSTALLATION – PLANTING TREES
Using arboriculture best practices, the Green Team will install the Project’s 93 trees. Planting will be supervised by licensed consulting arborists to ensure proper installation. Trees will be planted in phases, with approximately 10 trees planted per planting day, to assure careful installation of all trees, tree protection and interpretive signage. The tree location and species will be recorded at the time of planting and sent to the City of Richmond for inclusion in the City urban forest data.
Timeline: September 2021 – December 2021
Deliverables: Soil test and digital record of tree planting data
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 6 TASK 8: INSTALLATION – PLANTING PLANTS
Under the supervision of horticultural experts, the Green Team will install the project plants using horticulture best practices. The plants will be spaced to ensure proper growth and aesthetic value. The quantity and general location of plant groupings will be recorded for the City of Richmond project files. Pogo Park will furnish planting plans to the City’s Parks and Landscaping Department for their records. After the planting is complete, Pogo Park will install interpretive signage to provide detailed plant information for the local community.
Timeline: September 2021 – January 2022
Deliverable: Digital record of shrub data
TASK 9: 3-YEAR PLANT ESTABLISHMENT & MAINTENANCE
Prior to installation, and with the assistance of licensed arborists and landscape architects and expert horticulturalists, Pogo Park will develop a Maintenance Plan and work schedule for all three years of the plant establishment period. The plan will detail all plant care anticipated during the three-year plant establishment. With guidance from expert trainers and under the supervision of the Green Team Manager, the Green Team will provide all the Project maintenance. Pogo Park will develop a logbook to record all maintenance activities.
Timeline: January 2022 – December 2024
Deliverables: Three-year plant establishment maintenance plan, maintenance logbook, maintenance records
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 7 SCOPE OF WORK - DETAIL
TASK 1: PROJECT MANAGEMENT
1.1 Project Administration
● Execute contracts with consultants
● Manage consultants
o Ensure consultants invoices are received and are paid in a timely manner o Ensure consultants perform the contracted work in a timely manner ● Manage Project finances (budgets, reports, accounts receivable, accounts payable) ● Develop a digital communication hub to store, share, and archive Project documents ● Secure required insurance
● Secure required construction permits, if necessary
● Establish a strong Human Resources system to support the hiring and training of community residents
● Generate periodic Project Progress and Grant Reports
● Manage overall Project schedule to ensure the Project is completed on time and on budget
1.2 Meetings
● Schedule and attend all Project-related coordination meetings o Producing meeting minutes
o An average of one weekly meeting for the duration of the Project o Pay the out-of-pocket costs for meeting facilitation (e.g. materials and supplies, food and beverages etc.)
TASK 2: PLANT ACQUISITION
2.1 Visit Nurseries
Pogo Park’s Community Development Team (CDT), in partnership with consultants, will visit nurseries to select trees and plants for the project. Team members will learn about the tree species, what to look for when selecting plants and how to care for them. The Team will visit the nurseries to select plants in advance of the project installation period.
2.2 Set Up Contract Grow
As appropriate, Pogo Park will arrange to contract to grow trees and plants with the nurseries.
This will guarantee the selected plant species are available at the time of installation and minimizing the need for species replacement at the last minute. In order to protect against any potential plant losses during the contract grow period, Pogo Park will purchase 5% above the Project-required quantities.
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 8 2.3 Nursery Coordination
Pogo Park will coordinate with the nurseries to monitor the growth and development of the plants on the Project plant palette. As needed, Pogo Park will replace plant species that are not thriving with other plant species to assure a high quality of plant will be available for the Project.
2.4 Purchase Plants and Trees
Pogo Park will contract directly with the nurseries for payment.
2.5 Plant Delivery and Pick-up
The Project trees will be delivered by the nursery and this cost will be incorporated into the nursery contracts. As needed the Green Team will pick up the other plant species with Pogo Park vehicles.
TASK 3: POGO GREEN TEAM DEVELOPMENT AND TRAINING
3.1 Hire Green Team Manager
To complete the Project, Pogo Park will hire a “Green Team” – local residents employed and trained to implement the project. The first step to put this Team together will be to hire a Green Team Manager, who will manage the Green Team staff for the duration of the project and will be responsible for daily tracking of the completion of tasks in the grant agreement.
3.2 Design Green Team Trainings
Pogo Park will design in-person (socially distant as needed), hands-on trainings and training materials to teach the Green Team staff the skills they need to complete the project work. This will include: horticultural skills such as plant identification, proper planting techniques, pruning, weeding, mulching, and hand-watering.
3.3 Hire Green Team Members
Pogo Park will hire and train local Richmond residents to implement the tasks required to complete the project. Pogo Park will provide all training materials
3.5 Develop YBR Maintenance Manual
Pogo Park will work with consultants to develop an illustrative manual of techniques and plant information for the Project. The intent is for this manual to be used in the field and will supplement the trainings that are detailed in Task 3.2.
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 9 TASK 4: TOOLS AND EQUIPMENT ACQUISITION
4.1 Acquire Tools
Pogo Park will acquire work tools needed to complete the YBR project that include the following:
● General tools – tools needed for site maintenance such as wheelbarrows, rakes and pruners.
● Volunteer tools – As part of the ongoing outreach activities, Pogo Park will be sponsoring volunteer work days for YBR volunteer events and will supply tools such as gloves, trowels, and event t-shirts.
● Specialized tools – tree pruning and hand-watering tools.
4.2 Acquire Safety Clothing / Signage
Pogo Park will acquire Green Team uniforms, personal protection equipment, and boots as well as caution tape and warning signage boards to be used while work is in progress.
4.3 Acquire Motorized Vehicles
To facilitate hand watering and work on the YBR site, Pogo Park will purchase a golf cart, water tank, and water tank trailer.
4.4 Acquire Storage Facilities
Pogo Park will acquire the materials needed to bulk items such as tools, mulch, and compost.
TASK 5: COMMUNITY OUTREACH & EDUCATION
5.1 Develop Logos
Pogo Park will develop a YBR logo and a Green Team logo for uniforms and outreach materials.
5.2 Develop Outreach Plan
Pogo Park will develop a comprehensive outreach plan to inform local residents and key stakeholders about the YBR project for the length of the project.
5.3 Develop Outreach Materials
Pogo Park anticipates developing the outreach materials below. A final list of outreach materials will be developed after the completion of the outreach plan in 5.2. ● Flyers/Brochures
● Posters on project route
● Email campaign
● Social Media Campaign
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 10 5.4 Implement Outreach Plan
Pogo Park anticipates completing the outreach tasks below. A final list of outreach activities will be developed after the completion of the outreach plan in 5.2. ● Door-to-door outreach to homes/businesses along route ● Post flyers / brochures in key community locations
● Presentations to key community stakeholders
● Publish the informational materials via multiple media channels including:
o emailing updates to 5,000 subscribers on Pogo Park's mailing list; o emailing updates via Mayor Tom Butt's e-forum;
o posting Project updates on Pogo Park's social media accounts (facebook, instagram)
o sending press releases to local media outlets
5.5 Liaise with Community During ATP Construction
Pogo Park will provide Green Team staff to travel the site before the ATP construction phase to inform residents about the ATP infrastructure project and upcoming YBR project.
TASK 6: PRE-INSTALLATION PLANT MAINTENANCE
6.1 Develop Short-Term Maintenance Plan
Pogo Park will develop a short-term plan for maintaining the YBR trees and plants from the time they are received to the time they are installed in their final location.
6.2 Implement Short-Term Maintenance Plan
The Pogo Park Green Team will maintain the project plants to keep them in excellent condition, including daily watering, infestation checks, and adequate shade protection until their final installation.
TASK 7: INSTALLATION – PLANTING TREES
7.1 Soil Testing
Pogo Park will take soil samples from the entire length of the YBR site. Soil samples will be evaluated at a reputable commercial soil testing laboratory. The laboratory will assess the soil samples and make recommendations for amendments needed to the site soil to create soil conditions best for horticultural purposes.
7.2 Soil Prep
Pogo Park’s Green Team will remove any large debris or stones from the site soil and add amendments at a rate recommended by Pogo Park’s Master arborists and the soil report.
7.3 Install Trees
The Green Team will install the project’s 93 trees in the locations specified in MIG’s 100% permit set of plans. Tree planting will include evaluation of the tree pits for appropriate width and depth. Each tree will be staked and will receive compost, mulch and water on the day it is DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 11 planted. Trees will be planted in phases to allow for careful installation and attention during the installation process.
7.4 Install Tree Protection and Signage
Each tree will receive a custom-built wood tree protection box constructed by Pogo Park’s Green Team. Trees will be labeled with information about their species and growth habit.
7.5 Tree Installation Clean-Up
After each tree planting event, all nursery materials and trash will be removed from the site and disposed of in a responsible manner. Any planting materials such as soil, compost or mulch will be removed from paved areas. When feasible, the tree boxes will be recycled.
7.6 Water/Snack Station
Pogo Park will utilize a socially distant method to provide snacks and water for staff and volunteers on planting days.
7.7 Record Tree Data
Pogo Park will create a database to record the tree planting date, the tree species information, the tree location and tree number, per guidelines established by the City. Pogo Park will provide this information to the City for inclusion in the City urban forest data.
TASK 8: INSTALLATION – PLANTING PLANTS
8.1 Soil Prep
Pogo Park’s Green Team will remove any large debris or stones from the site soil and add amendments at a rate recommended by the soil report.
8.2 Install Plants
Using horticulture best practices, Pogo Park will install plants per the project construction documents found in MIG’s 100% permit set of plans. Plants will receive compost and water on the day of their installation.
8.3 Purchase and Install Sheet Mulch
Pogo Park will acquire cardboard rolls and wood mulch to sheet mulch the new shrub plantings. Sheet mulching depth and techniques will follow the recommendations in the ReScape California planting specification.
8.4 Create and Install Interpretive Signage
Pogo Park will develop interpretive signage for the YBR plantings and place signage at strategic locations along the site. The signage will include details about the project shrub species, many of which are California natives.
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 12 8.5 Plant Installation Clean-Up
After each planting event, all nursery materials and trash will be removed from the site and disposed of. Any planting materials such as soil, compost or mulch will be removed from paved areas. As feasible, plant containers will be recycled.
8.6 Water/Snack Station
Pogo Park will utilize a socially distant method to provide snacks and water for staff and volunteers on planting days.
8.7 Record Plant Data
Pogo Park will create a database to record the shrub planting date, the shrub species information, quantities installed and general location of shrub groupings.
TASK 9: THREE-YEAR PLANT ESTABLISHMENT & MAINTENANCE
9.1 Develop Maintenance Plan and Schedule
Pogo Park will develop a Maintenance Plan and work schedule for all three years of the plant establishment period. Maintenance will vary depending on plant need. The intent is that during Year 3, all trees and shrubs will be weaned off supplemental water.
9.2 Develop Project Maintenance Logbook and Records
Pogo Park will develop a project logbook to record tree and plant care information. This logbook will contain detailed maintenance information such as the project watering schedule with quantities of water applied, date of care, pruning and weeding events, and any replacement trees and shrubs and their locations.
9.3 Maintenance - Year 1
Year 1 maintenance will include daily tree/plant care as needed consisting of the following:
● Watering
● Weeding and Pruning
● Diagnosing and treating any plant disease or infestations ● Purchasing and replacing mulch
● Replace trees as needed
● Replace plants as needed
● Recording maintenance
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 13 9.4 Maintenance - Year 2
Year 2 maintenance will include daily tree/plant care as needed consisting of the following:
● Watering
● Weeding and Pruning
● Diagnosing and treating any plant disease or infestations ● Purchasing and replacing mulch
● Replace trees as needed
● Replace plants as needed
● Recording maintenance
9.5 Maintenance -Year 3
Year 3 maintenance will include daily tree/plant care as needed consisting of the following:
● Watering
● Weeding and Pruning
● Diagnosing and treating any plant disease or infestations ● Purchasing and replacing mulch
● Replace trees as needed
● Replace plants as needed
● Recording maintenance
* * *
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 05/01/21
TASK DESCRIPTION TOTAL ADMINISTRATIVE CONSTRUCTION
1.0 Project Management $215,000 $215,000
2.0 Acquistion of Trees and Plants $175,000 $175,000
3.0 Pogo Park's Green Team Development and Training $35,000 $35,000
4.0 Tools and Equipment Acquisition $50,000 $50,000
5.0 Community Outreach & Education $100,000 $100,000
6.0 Pre-Installation Plant Maintenance $10,000 $10,000
7.0 Installation - Trees $125,000 $125,000
8.0 Installation - Plants $147,950 $147,950
9.0 Three-Year Plant Establishment & Maintenance $400,000 $400,000 $1,257,950 $350,000 $907,950TOTAL
Planting and Three-Year Plant Establishment
BUDGET
YELLOW BRICK ROAD® URBAN GREENING PROJECT
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
Angela Walton
Pogo Park
Public Works
Angela Walton
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 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:
Pogo Park
Pogo Park
Angela Walton
450 Civic Center Plaza
Daniel Iacofano
2604 Roosevelt Avneue
Richmond, CA 94804-1623
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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, C opyrights 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: C316021E-7842-4D44-8626-B3D9B48A0DFF 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.
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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 C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
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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: C316021E-7842-4D44-8626-B3D9B48A0DFF 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.
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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: C316021E-7842-4D44-8626-B3D9B48A0DFF 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: C316021E-7842-4D44-8626-B3D9B48A0DFF 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 DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 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 DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 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.
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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: C316021E-7842-4D44-8626-B3D9B48A0DFF 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.
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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: C316021E-7842-4D44-8626-B3D9B48A0DFF 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):
None.
Pogo Park
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF 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.
Pogo Park
DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF DocuSign Envelope ID: C316021E-7842-4D44-8626-B3D9B48A0DFF