Agenda — Richmond City Council, May 16, 2023 (part 2 of 11)

BUSINESS LIABILITY COVERAGE FORM
b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred by the indemnitee at our request will be (1) The "suit" against the indemnitee paid as Supplementary Payments. seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph of Section – 1.b.(b) B. that is an "insured contract"; Exclusions, such payments will not be deemed to be damages for "bodily (2) This insurance applies to such liability injury" and "property damage" and will assumed by the insured; not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of Our obligation to defend an insured's the defense of, that indemnitee, has indemnitee and to pay for attorneys' fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract"; Supplementary Payments ends when: (4) The allegations in the "suit" and the (1) We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; or appears to exist between the interests of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in
Paragraph above, are no longer met. (6) (5) The indemnitee and the insured ask us to conduct and control the defense B. EXCLUSIONS
of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to:
and the indemnitee; and a. Expected Or Intended Injury
(6) The indemnitee: (1) "Bodily injury" or "property damage" expected or intended from the (a) Agrees in writing to:
standpoint of the insured. This (i) Cooperate with us in the exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit"; from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury".
indemnitee; and b. Contractual Liability
(iv) Cooperate with us with (1) "Bodily injury" or "property damage"; or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of (b) Provides us with written authorization to: liability in a contract or agreement.

This exclusion does not apply to liability (i) Obtain records and other for damages because of: information related to the
"suit"; and (a) "Bodily injury", "property damage" or
"personal and advertising injury" that (ii) Conduct and control the defense of the indemnitee in the insured would have in the such "suit". absence of the contract or
agreement; or
Form SS 00 08 04 05 Page 3 of 24 245

BUSINESS LIABILITY COVERAGE FORM
(b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured’s business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of above. (1)
subsequent to the execution of the This exclusion applies: contract or agreement. Solely for (1) Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract", reasonable and attorneys' fees and necessary
litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract".
the cost of, that party’s defense f. Pollution
has also been assumed in the
(1) "Bodily injury", "property damage" or same "insured contract", and "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants": resolution proceeding in which (a) At or from any premises, site or damages to which this location which is or was at any insurance applies are alleged. time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to:
reason of: (i) "Bodily injury" if sustained within
(1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from equipment that is used to heat, a person under the legal drinking age or cool or dehumidify the building, under the influence of alcohol; or or equipment that is used to (3) Any statute, ordinance or regulation heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only if you are in the (ii) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that
e. Employer’s Liability premises, site or location and
such premises, site or location "Bodily injury" to: is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or

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BUSINESS LIABILITY COVERAGE FORM
(iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or
"hostile fire"; subcontractor;
(b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection
with operations being performed (c) Which are or were at any time by you or on your behalf by a transported, handled, stored, contractor or subcontractor; or treated, disposed of, or processed as waste by or for: (iii) "Bodily injury" or "property
damage" arising out of heat, (i) Any insured; or smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally (e) At or from any premises, site or responsible; location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured’s behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations (2) Any loss, cost or expense arising out by such insured, contractor or of any: subcontractor. However, this subparagraph does not apply to: (a) Request, demand, order or statutory or regulatory requirement that any (i) "Bodily injury" or "property insured or others test for, monitor, damage" arising out of the clean up, remove, contain, treat, escape of fuels, lubricants or detoxify or neutralize, or in any way other operating fluids which are respond to, or assess the effects of, needed to perform the normal "pollutants"; or electrical, hydraulic or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be
discharged, dispersed or
Form SS 00 08 04 05 Page 5 of 24 247

BUSINESS LIABILITY COVERAGE FORM
g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or while in practice or preparation for, a "Bodily injury" or "property damage" arising prearranged racing, speed or out of the ownership, maintenance, use or demolition contest or in any stunting entrustment to others of any aircraft, "auto" activity. or watercraft owned or operated by or rented or loaned to any insured. Use includes i. War
operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of:
other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others (2) Warlike action by a military force, by that insured, if the "occurrence" which including action in hindering or caused the "bodily injury" or "property defending against an actual or damage" involved the ownership, expected attack, by any government, maintenance, use or entrustment to others of sovereign or other authority using any aircraft, "auto" or watercraft that is military personnel or other agents; or owned or operated by or rented or loaned to any insured. (3) Insurrection, rebellion, revolution,
usurped power, or action taken by This exclusion does not apply to: governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render any professional service. This includes for a charge;
but is not limited to: (3) Parking an "auto" on, or on the ways next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services;
rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications;
(5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or of the definition of "mobile f.(3) nursing services treatment, advice or equipment"; or instruction;
(6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. (7) Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar
(1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or
rented or loaned to any insured; or

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BUSINESS LIABILITY COVERAGE FORM
(8) Optometry or optometric services Paragraphs , and of this (1) (3) (4) including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit of Insurance applies to Damage To (9) Any: Premises Rented To You as described in (a) Body piercing (not including ear Section - Limits Of Insurance. D. piercing); Paragraph of this exclusion does not (2) (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs and of this exclusion do (3) (4) (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs , , and of this (3) (4) (5) (6)
(11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs and of this exclusion do (3) (4) Paragraphs and of this exclusion do (4) (5) not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site.

Paragraph in Section - Coverages. 1.e. A. Paragraph of this exclusion does not (6) k. Damage To Property apply to "property damage" included in the "products-completed operations hazard". "Property damage" to:
l. Damage To Your Product (1) Property you own, rent or occupy, including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, "Property damage" to "your work" arising restoration or maintenance of such out of it or any part of it and included in the property for any reason, including "products-completed operations hazard". prevention of injury to a person or damage to another's property; This exclusion does not apply if the damaged work or the work out of which (2) Premises you sell, give away or the damage arises was performed on your abandon, if the "property damage" arises behalf by a subcontractor. out of any part of those premises; n. Damage To Impaired Property Or (3) Property loaned to you; Property Not Physically Injured (4) Personal property in the care, custody "Property damage" to "impaired property" or control of the insured; or property that has not been physically (5) That particular part of real property on injured, arising out of: which you or any contractors or (1) A defect, deficiency, inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; or operations, if the "property damage" arises out of those operations; or (2) A delay or failure by you or anyone acting on your behalf to perform a (6) That particular part of any property contract or agreement in accordance that must be restored, repaired or with its terms. replaced because "your work" was incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.

Form SS 00 08 04 05 Page 7 of 24 249

BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by
Damages claimed for any loss, cost or an insured whose business is:
expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access,
(2) "Your work"; or content or service provider.
(3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs , and a. b. c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section – G. because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions.
condition in it. For the purposes of this exclusion,
p. Personal And Advertising Injury placing an "advertisement" for or linking to others on your web site, by "Personal and advertising injury": itself, is not considered the business (1) Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the insured with (9) Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2) Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control; publication took place before the beginning of the policy period; (10) Arising out of the unauthorized use of another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another’s "advertising idea" in your person's right of privacy created by "advertisement"; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (12) Arising out of: (6) Arising out of the wrong description of (a) An "advertisement" for others on the price of goods, products or services; your web site; (7) Arising out of any violation of any (b) Placing a link to a web site of intellectual property rights such as others on your web site; copyright, patent, trademark, trade name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes
However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or
"advertisement", of (d) Computer code, software or
programming used to enable: (a) Copyright;
(i) Your web site; or (b) Slogan, unless the slogan is also a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site;

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BUSINESS LIABILITY COVERAGE FORM
(13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit
alleging actual or threatened injury (14) Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks, bonds or other persons or property which would securities; or not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard"; humiliation committed by or at the (b) Arise out of any request, demand, direction of any "executive officer", order or statutory or regulatory director, stockholder, partner or member of the insured. requirement that any insured or
others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, monitoring, cleaning up, removing, "Bodily injury" or "personal and advertising encapsulating, containing, treating, injury" to:
detoxifying or neutralizing or in any (1) A person arising out of any: way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern Eemployment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information
coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate:
(2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law; or described in Paragraphs , , or (a) (b) (c) above is directed. (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act This exclusion applies: of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You –
(2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion
pay damages because of the injury. Exclusions through and through do c. h. k. o. s. Asbestos not apply to damage by fire, lightning or
(1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance applies to this coverage as described in (2) Any damages, judgments, settlements, Section - Liability And Medical Expenses D. loss, costs or expenses that: Limits Of Insurance.

Form SS 00 08 04 05 Page 9 of 24 251

BUSINESS LIABILITY COVERAGE FORM

2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured 2. Each of the following is also an insured: To any insured, except "volunteer workers". a. Employees And Volunteer Workers b. Hired Person
Your "volunteer workers" only while To a person hired to do work for or on behalf performing duties related to the conduct of of any insured or a tenant of any insured. your business, or your "employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by
you or while performing duties related to To a person, whether or not an the conduct of your business. "employee" of any insured, if benefits for However, none of these "employees" or the "bodily injury" are payable or must be provided under a workers' compensation "volunteer workers" are insureds for:
or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury":

To a person injured while practicing, (a) To you, to your partners or members (if you are a partnership instructing or participating in any physical exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability
company), or to a co-"employee" f. Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your
g. Business Liability Exclusions business, or to your other "volunteer workers" while Excluded under Business Liability Coverage. performing duties related to the C. WHO IS AN INSURED conduct of your business;

1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- "employee" or that "volunteer insureds, but only with respect to the conduct of a business of which you are the worker" as a consequence of Paragraph above; (1)(a) sole owner.
b. A partnership or joint venture, you are an (c) For which there is any obligation to share damages with or repay insured. Your members, your partners, and someone else who must pay their spouses are also insureds, but only with damages because of the injury respect to the conduct of your business. described in Paragraphs or (1)(a) c. A limited liability company, you are an (b) above; or insured. Your members are also insureds, but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of
d. An organization other than a partnership, providing professional health care services, Paragraph does not apply (d) joint venture or limited liability company, you are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by you to provide such services. to their duties as your officers or directors.

Your stockholders are also insureds, but only (2) "Property damage" to property:
with respect to their liability as stockholders. (a) Owned, occupied or used by,

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BUSINESS LIABILITY COVERAGE FORM
(b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to:
control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company). organization.
b. Real Estate Manager 4. Operator Of Mobile Equipment
Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such equipment along a public highway with your c. Temporary Custodians Of Your permission. Any other person or organization Property responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to: (2) Until your legal representative has been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, rented to, in the charge of or occupied by only with respect to duties as such. That you or the employer of any person who is representative will have all your rights and an insured under this provision. duties under this insurance.

5. Operator of Nonowned Watercraft e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an of which you own a financial interest of more than 50% of the voting stock on the insured while operating such watercraft with your permission. Any other person or effective date of this Coverage Part. organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be However, no person or organization is an an insured under such policy but for its insured with respect to: termination or upon the exhaustion of its limits of insurance. a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, b. "Property damage" to property owned by, rented to, in the charge of or occupied by other than a partnership, joint venture or you or the employer of any person who is limited liability company, and over which you maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit
a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs through below are additional a. f. or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and
Form SS 00 08 04 05 Page 11 of 24 253

BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products; A person or organization is an additional (f) Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an (g) Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; or F. – Optional Additional Insured Coverages. (h) "Bodily injury" or "property a. Vendors
damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part (i) The exceptions contained in provides coverage for "bodily injury" or Subparagraphs or ; or (d) (f) "property damage" included within the "products-completed operations hazard". (ii) Such inspections, adjustments, tests or servicing as the vendor (1) The insurance afforded to the vendor has agreed to make or normally is subject to the following additional undertakes to make in the usual exclusions:
course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equipment of the contract or agreement;
(1) Any person or organization from (b) Any express warranty whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;

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BUSINESS LIABILITY COVERAGE FORM
(2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions
insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit. (1) Any person or organization from whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to:
of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or
(a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "productsland or be a tenant in that completed operations hazard". premises; or f. Any Other Party
(b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through . above, but only with e behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or (1) Any architect, engineer, or surveyor, but the acts or omissions of those acting only with respect to liability for "bodily on your behalf: injury", "property damage" or "personal and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products-
(b) In the performance of your completed operations hazard", but ongoing operations performed by only if
you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "productsfailure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to:
maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including:
activities.

Form SS 00 08 04 05 Page 13 of 24 255

BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion.
(b) Supervisory, inspection, 3. Each Occurrence Limit
architectural or engineering Subject to or above, whichever 2.a. 2.b activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section – Limits D. "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in the Declarations. insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses in Section – Liability And Medical Expenses E. because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to above, the most we will pay for 2.b. company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations.

1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of: Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or "suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of the owner. 2. Aggregate Limits
In the case of damage by fire, lightning or The most we will pay for: explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations.

The most we will pay on behalf of a person or b. Damages because of all other "bodily organization who is an additional insured injury", "property damage" or "personal under this Coverage Part is the lesser of: and advertising injury", including medical expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or permit issued by a state or political This General Aggregate Limit applies subdivision; or separately to each of your "locations" owned by or rented to you. b. The Limits of Insurance shown in the Declarations. "Location" means premises involving the
same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad.

Page 14 of 24 ends

BUSINESS LIABILITY COVERAGE FORM
If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph above. 3. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Cost of determining the Limits of Insurance.

No insured will, except at that insured's own E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other

1. Bankruptcy than for first aid, without our consent.

Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered

2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs and apply to you or to a. b. (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to:
b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual;
against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity.

Form SS 00 08 04 05 Page 15 of 24 257

BUSINESS LIABILITY COVERAGE FORM
This Paragraph applies separately to f. (3) We have issued this policy in reliance you and any additional insured. upon your representations.

3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazards a. When this policy is certified as proof of
financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other a. Primary Insurance coverage required by any motor vehicle law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also primary, we will share with all that other 4. Legal Action Against Us insurance by the method described in c. No person or organization has a right under below. this Coverage Form:
b. Excess Insurance
a. To join us as a party or otherwise bring us
This insurance is excess over any of the into a "suit" asking for damages from an other insurance, whether primary, excess, insured; or
contingent or on any other basis: b. To sue us on this Coverage Form unless all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage,
A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the claimant or the claimant's legal representative. (3) Tenant Liability

5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies:
(4) Aircraft, Auto Or Watercraft a. As if each Named Insured were the only Named Insured; and If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to b. Separately to each insured against whom the extent not subject to Exclusion of g. a claim is made or "suit" is brought. Section – Coverages. A.

6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not subject to Exclusion of Section – k. A. (2) Those statements are based upon Coverages. representations you made to us; and

Page 16 of 24 ends

BUSINESS LIABILITY COVERAGE FORM
(6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that
exceeds the sum of: That is other insurance available to you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and selfadded as an additional insured by that insured amounts under all that other insurance; or insurance.
(7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the
However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first. have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers.
(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs and do not apply to (a) (b) apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage.

Form SS 00 08 04 05 Page 17 of 24 259

BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section is C.
amended to include as an additional insured If listed or shown as applicable in the Declarations, the person(s) or organization(s) shown in the one or more of the following Optional Additional Declarations as an Additional Insured - Insured Coverages also apply. When any of these Grantor Of Franchise, but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you. Paragraph (Additional Insureds When Required 6. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section , Who Is An Insured, does not apply C. Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section is C.

Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured – Lessor of Leased Equipment,

1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal
and advertising injury" caused, in whole or WHO IS AN INSURED under Section is C. in part, by your maintenance, operation or amended to include as an additional insured use of equipment leased to you by such the person(s) or organization(s) shown in the person(s) or organization(s). Declarations, but only with respect to liability for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment.
a. 5. Additional Insured - Owners Or Other In the performance of your ongoing operations; or Interests From Whom Land Has Been
Leased b. In connection with your premises owned
by or rented to you. a. WHO IS AN INSURED under Section is C. amended to include as an additional 2. Additional Insured - Managers Or Lessors insured the person(s) or organization(s) Of Premises shown in the Declarations as an Additional
a. WHO IS AN INSURED under Section is C. Insured – Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any "occurrence" that takes place after you cease to lease that land; or This insurance does not apply to:
(2) Structural alterations, new (1) Any "occurrence" which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision – Permits performed by or on behalf of such person or organization. a. WHO IS AN INSURED under Section is C. amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional

Page 18 of 24 ends

BUSINESS LIABILITY COVERAGE FORM
Insured – State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of business, in connection with the b. With respect to the insurance afforded to distribution or sale of the products; these additional insureds, the following additional exclusions apply: (f) Demonstration, installation, servicing or repair operations, This insurance does not apply to: except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any

7. Additional Insured – Vendors other thing or substance by or for a. WHO IS AN INSURED under Section is C. the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to:
sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs or ; or (d) (f) provides coverage for "bodily injury" or (ii) Such inspections, "property damage" included within the adjustments, tests or servicing "products-completed operations hazard". as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with the distribution or sale of the (a) "Bodily injury" or "property products. damage" for which the vendor is obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products.
(b) Any express warranty 8. Additional Insured – Controlling Interest unauthorized by you; WHO IS AN INSURED under Section is C. (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured –
Controlling Interest, but only with respect to (d) Repackaging, unless unpacked their liability arising out of: solely for the purpose of inspection, demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container;
Form SS 00 08 04 05 Page 19 of 24 261

BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section – Limits Of D. operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance

9. Additional Insured – Owners, Lessees Or is available to an additional insured is described in Contractors – Scheduled Person Or the Other Insurance Condition in Section – E.

Organization Liability And Medical Expenses General
a. WHO IS AN INSURED under Section is C. Conditions.
amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional

1. "Advertisement" means the widespread public Insured – Owner, Lessees Or Contractors, but only with respect to liability for "bodily dissemination of information or images that has the purpose of inducing the sale of goods, injury", "property damage" or "personal and advertising injury" caused, in whole or products or services through:
in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional (5) Newspaper; insured(s); or b. The Internet, but only that part of a web (2) In connection with "your work" site that is about goods, products or performed for that additional insured services for the purposes of inducing the and included within the "products- sale of goods, products or services; or completed operations hazard", but only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include:
"products-completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network. injury" arising out of the rendering of, or

2. "Advertising idea" means any idea for an the failure to render, any professional architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include "mobile equipment". 10. Additional Insured – Co-Owner Of Insured Premises 5. "Bodily injury" means physical:

WHO IS AN INSURED under Section is C. a. Injury;
amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured – CoOwner Of Insured Premises, but only with sustained by a person and, if arising out of the above, mental anguish or death at any time. respect to their liability as co-owner of the premises shown in the Declarations. 6. "Coverage territory" means:

Page 20 of 24 ends

BUSINESS LIABILITY COVERAGE FORM
a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by:
b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in above; a. b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means:
(1) Goods or products made or sold by you a. A contract for a lease of premises. in the territory described in above; a.

However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in . a person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. – Liability and Medical Expenses Limits of Insurance. provided the insured's responsibility to pay damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad;

7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in
a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property damage" to a third person or organization, 8. "Employee" includes a "leased worker". provided the "bodily injury" or "property "Employee" does not include a "temporary damage" is caused, in whole or in part, by worker". you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph includes that part of any f.

10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or

11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. a. It incorporates "your product" or "your work" that is known or thought to be defective, However, Paragraph does not include f. deficient, inadequate or dangerous; or that part of any contract or agreement:

Form SS 00 08 04 05 Page 21 of 24 263

BUSINESS LIABILITY COVERAGE FORM
(1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers;
drawings, opinions, reports, e. Vehicles not described in , , , or a. b. c. d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types:
or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render f. Vehicles not described in , , , or a. b. c. d. professional services, including those above maintained primarily for purposes listed in above and supervisory, (1) other than the transportation of persons or inspection, architectural or cargo. engineering activities.

However, self-propelled vehicles with the 13. "Leased worker" means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment" but agreement between you and the labor leasing will be considered "autos": firm, to perform duties related to the conduct of your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed primarily for: 14. "Loading or unloading" means the handling of property: (a) Snow removal;
a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or "auto"; (c) Street cleaning;
b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck
c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and
but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft, watercraft or "auto". well servicing equipment.

15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses:
b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on
which are permanently mounted:

Page 22 of 24 ends

BUSINESS LIABILITY COVERAGE FORM
c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of:
privacy; (1) The transportation of property, unless
f. Copying, in your "advertisement", a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement"; or operated by you, and that condition g. was created by the "loading or Infringement of copyright, slogan, or title of any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or
h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials.

18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means:
thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the

19. "Products-completed operations hazard"; physical injury that caused it; or a. b. Loss of use of tangible property that is not Includes all "bodily injury" and "property damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or "your work" except: "occurrence" that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property.
(2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. "Suit" includes: (a) When all of the work called for in your contract has been completed. a. An arbitration proceeding in which such damages are claimed and to which the (b) When all of the work to be done at insured must submit or does submit with the job site has been completed if our consent; or your contract calls for work at more than one job site. b. Any other alternative dispute resolution proceeding in which such damages are (c) When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent. intended use by any person or organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions.

23. "Volunteer worker" means a person who:
a. Is not your "employee";
Form SS 00 08 04 05 Page 23 of 24 265

BUSINESS LIABILITY COVERAGE FORM
b. Donates his or her work; (2) The providing of or failure to provide warnings or instructions. c. Acts at the direction of and within the scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work":

24. "Your product": a. Means:
a. Means: (1) Work or operations performed by you
(1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations.
(b) Others trading under your name; b. Includes:
or (1) Warranties or representations made at
(c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and
(2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such
goods or products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and

Page 24 of 24 ends

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 06/22/22 Policy Expiration Date: 08/01/23

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC EN4621 Endorsement Number:

Effective Date: 08/01/22 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: DAVID PAUL ROSEN
3527 MT DIABLO BLVD # 361
LAFAYETTE CA 94549
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

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

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
267
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SS 12 23 06 11 Page 1 of 1
© 2011, The Hartford

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional Conditions:

A. If this policy is cancelled by the Company, other
than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

B. If this policy is cancelled by the company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within ten (10)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term.

Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation
becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or
representatives.
#72SBAAK7546
#72SBAAK7546
268
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form WC 99 03 94 Printed in U.S.A.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: 72 WEC EN4621 Endorsement Number:

Effective Date: 08/01/22 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: DAVID PAUL ROSEN
3527 MT DIABLO BLVD # 361
LAFAYETTE CA 94549
This policy is subject to the following additional
Conditions:

A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

B. If this policy is cancelled by the Company for
non-payment of premium, or by the insured, notice
of such cancellation will be provided within ten (10)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term.

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.

Community Development Jesus Morales [email protected] (510) 620-6649 13759 / 6349 David Paul Rosen & Associates (DRA) will provide on-call real estate development economic and financial analyses related to real estate property negotiations.

David Paul Rosen & Associates
3527 Mt. Diablo Blvd., #361 Lafayette, CA 94549 David Paul Rosen (510) 451-2552 [email protected] 4005-8084 December 31, 2022 November 1, 2022 October 31, 2023 50,000.00 ✔ DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 270

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
David Paul Rosen & Associates
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC Principal
12/22/2022
12/30/2022 MayoryMayor
271
For the Contract between the City of
Richmond and

EXHIBIT A

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

City of Richmond
David Paul Rosen & Associates will provide on call financial and economic analyses related to real property negotiations. The City reserves the right to make changes to the scope of work as needed. Services that will be provided include, but are not limited to the following:
• Provide professional financial services to assist the City in developing economic analyses on an on-call basis related to real property negotiations. • Financial review and analysis of developer proforma statements to ascertain the accuracy and feasibility of the financial model to construct, sell and or rent proposed mixed use, mixed income, market rate, and affordable housing developments. • Make recommendations on restructuring the proposed financial model if needed and provide alternative financing resources to develop the proposed project. • Support staff in meetings with developers to present city’s concerns and answer questions regarding financial and proforma shortfalls.
• Respond to City staff inquiries on matters of financial and economic analyses and impacts on City resources from proposed development projects.
• Attend meetings of the City and its staff on an as-needed basis and make presentations to the City Council as needed.

When the City determines specific services that are required, the Consultant(s) shall prepare a scope of work and budget proposal based on staffing needs and the tasks required.

Negotiations will take place and a task order will be created with the negotiated scope and budget.

David Paul Rosen & Associates
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 272

DAVID PAUL ROSEN & ASSOCIATES

D EVELOPMENT, FINANCE AND POLICY ADVISORS
3527 Mt. Diablo Blvd., #361
Lafayette, California 94549
tel: 510.451.2552
fax: 510.451.2554
[email protected]
www.draconsultants.com
Exhibit A
2022 Professional Fee and Expense
Reimbursement Schedule
Principal I $375
Principal II $345
Data Entry, Word Processing, Administrative
Assistance and Accounting
$125
The following costs are reimbursable expenses with supporting receipts:
• Mileage at the equivalent of the then current federal mileage reimbursement rate; tolls • Round-trip coach airfare, as mutually agreed by client and consultant • Ground expenses: rental cars, parking, cabs and other • Meals and lodging
• Long-distance telephone charges, facsimile charges and expedited courier service • Copying and production charges
• Data service charges
• Supplies, as required for deliverables.

A 1.00% per month surcharge will be added to any invoice that is unpaid 30 days after the original date of the invoice.

DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 273
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.

Jesus Morales David Paul Rosen & Associates Community Development Jesus Morales DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 274
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:

David Paul Rosen & Associates David Paul Rosen & Associates Jesus Morales 450 Civic Center Plaza David Paul Rosen 3527 Mt. Diablo Blvd., #361 Lafayette, CA 94549 DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 275
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 276
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 277
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 278
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 279
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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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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 281
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 282
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 283
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 284
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 286
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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 288
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.

David Paul Rosen & Associates
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 289
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.

David Paul Rosen & Associates
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 290
___ 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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 291
___ 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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 292
___ 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: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 293
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

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.

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

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

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

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

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
7/15/2022
(800) 272-3256 (805) 388-7138
11000
David Paul Rosen
dba: David Paul Rosen & Associates
3527 Mt. Diablo Blvd. #361
Lafayette, CA 94549
34690
15792
A 1,000,000
X X 72SBAAK7546 4/1/2022 4/1/2023 1,000,000
10,000
1,000,000
2,000,000
2,000,000
A 1,000,000
72SBAAK7546 4/1/2022 4/1/2023
A 3,000,000
72SBAAK7546 4/1/2022 4/1/2023 3,000,000
10,000
B
X 72WECEN4621 8/1/2022 8/1/2023 1,000,000 Y 1,000,000
1,000,000
C Errors and Omissions MPL300205 4/1/2022 $10,000 Ded 2,000,000 D Excess E&O PEO91074301 4/1/2022 4/1/2023 $10,000 Ded 3,000,000 The City of Richmond, its officers, employees, agents and volunteers are named as Additional Insured under the General Liability per the attached. General Liability coverage is Primary per the coverage form. Waiver of Subrogation applies to the General Liability and Workers Compensation per the attached endorsements.

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
DAVIROS-01 MNAVARRO
Chambers & Company Insurance Brokers
751 E Daily Dr. Suite 230
Camarillo, CA 93010-0761
Sentinel Ins Company Ltd.

Prop & Cas Ins Co of Hartford
Lloyds of London
Ironshore Specialty Insurance Company
X
4/1/2023
X
X
X X
X
X
X
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 294

ABCDEFGHIJ

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance.

The word "insured" means any person or organization qualifying as such under Section . - Who Is An Insured. C Other words and phrases that appear in quotation marks have special meaning. Refer to Section . - Liability And G Medical Expenses Definitions.

A. COVERAGES (a) The "bodily injury" or "property
damage" is caused by an 1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory"; AND ADVERTISING INJURY) (b) The "bodily injury" or "property Insuring Agreement damage" occurs during the policy a. We will pay those sums that the insured period; and
becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph of Section 1. "property damage" or "personal and C. – Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been D. known prior to the policy period. limited as described in Section - Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your business, but only if the offense was (2) Our right and duty to defend ends when we have used up the applicable limit of committed in the "coverage territory" during the policy period. insurance in the payment of judgments, settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any insured listed under Paragraph of Section 1. perform acts or services is covered unless explicitly provided for under Coverage C. – Who Is An Insured or any "employee" Extension - Supplementary Payments. authorized by you to give or receive notice of an "occurrence" or claim: b. This insurance applies: (1) Reports all, or any part, of the "bodily (1) To "bodily injury" and "property injury" or "property damage" to us or damage" only if: any other insurer; Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford
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BUSINESS LIABILITY COVERAGE FORM
(2) b. Receives a written or verbal demand or We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay reasonable expenses for: (3) Becomes aware by any other means that "bodily injury" or "property damage" has First aid administered at the time of an (1) occurred or has begun to occur. accident;
d. (2) Damages because of "bodily injury" include Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services.
(1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an (1) All expenses we incur. "occurrence", but only if:
(2) Up to $1,000 for the cost of bail bonds (a) The physician, dentist, nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury" applies. We (b) You are not engaged in the do not have to furnish these bonds. business or occupation of providing (3) The cost of appeal bonds or bonds to such services. release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or (4) All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence". "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work.
a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit".
accident: (6) Prejudgment interest awarded against
(1) On premises you own or rent; the insured on that part of the judgment we pay. If we make an offer to pay the (2) On ways next to premises you own or applicable limit of insurance, we will not rent; or
pay any prejudgment interest based on (3) Because of your operations; that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under through (1) (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by
physicians of our choice as often as we
reasonably require.

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BUSINESS LIABILITY COVERAGE FORM
b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred by the indemnitee at our request will be (1) The "suit" against the indemnitee paid as Supplementary Payments. seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph of Section – 1.b.(b) B. that is an "insured contract"; Exclusions, such payments will not be deemed to be damages for "bodily (2) This insurance applies to such liability injury" and "property damage" and will assumed by the insured; not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of Our obligation to defend an insured's the defense of, that indemnitee, has indemnitee and to pay for attorneys' fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract"; Supplementary Payments ends when: (4) The allegations in the "suit" and the (1) We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; or appears to exist between the interests of the insured and the interest of the The conditions set forth above, or the (2) indemnitee; terms of the agreement described in
Paragraph above, are no longer met. (6) (5) The indemnitee and the insured ask us to conduct and control the defense B. EXCLUSIONS
of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to:
and the indemnitee; and a. Expected Or Intended Injury
(6) The indemnitee: (1) "Bodily injury" or "property damage" expected or intended from the (a) Agrees in writing to:
standpoint of the insured. This (i) Cooperate with us in the exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit"; from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury".
indemnitee; and b. Contractual Liability
(iv) Cooperate with us with (1) "Bodily injury" or "property damage"; or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of (b) Provides us with written authorization to: liability in a contract or agreement.

BUSINESS LIABILITY COVERAGE FORM
(b) (b) "Bodily injury" or "property damage" Performing duties related to the assumed in a contract or agreement conduct of the insured’s business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of above. (1)
subsequent to the execution of the This exclusion applies: contract or agreement. Solely for (1) Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract", reasonable and attorneys' fees and necessary
litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract".
the cost of, that party’s defense f. Pollution
has also been assumed in the
(1) "Bodily injury", "property damage" or same "insured contract", and "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants": resolution proceeding in which (a) At or from any premises, site or damages to which this location which is or was at any insurance applies are alleged. time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to:
reason of: (i) "Bodily injury" if sustained within
(1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from equipment that is used to heat, a person under the legal drinking age or cool or dehumidify the building, under the influence of alcohol; or or equipment that is used to (3) Any statute, ordinance or regulation heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only if you are in the (ii) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that
e. Employer’s Liability premises, site or location and
such premises, site or location "Bodily injury" to: is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or

Page 4 of 24 ends

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BUSINESS LIABILITY COVERAGE FORM
(iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or
"hostile fire"; subcontractor;
(b) (ii) At or from any premises, site or "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection
with operations being performed (c) Which are or were at any time by you or on your behalf by a transported, handled, stored, contractor or subcontractor; or treated, disposed of, or processed as waste by or for: "Bodily injury" or "property (iii)
damage" arising out of heat, (i) Any insured; or smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally (e) At or from any premises, site or responsible; location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured’s behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations (2) Any loss, cost or expense arising out by such insured, contractor or of any: subcontractor. However, this subparagraph does not apply to: Request, demand, order or statutory (a) or regulatory requirement that any (i) "Bodily injury" or "property insured or others test for, monitor, damage" arising out of the clean up, remove, contain, treat, escape of fuels, lubricants or detoxify or neutralize, or in any way other operating fluids which are respond to, or assess the effects of, needed to perform the normal "pollutants"; or electrical, hydraulic or mechanical functions Claim or suit by or on behalf of a (b) necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be
discharged, dispersed or
Form SS 00 08 04 05 Page 5 of 24
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Paragraph in Section - Coverages. 1.e. A. Paragraph of this exclusion does not (6) k. Damage To Property apply to "property damage" included in the "products-completed operations hazard". "Property damage" to:
l. Damage To Your Product (1) Property you own, rent or occupy, including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, "Property damage" to "your work" arising restoration or maintenance of such out of it or any part of it and included in the property for any reason, including "products-completed operations hazard". prevention of injury to a person or damage to another's property; This exclusion does not apply if the damaged work or the work out of which (2) Premises you sell, give away or the damage arises was performed on your abandon, if the "property damage" arises behalf by a subcontractor. out of any part of those premises; n. Damage To Impaired Property Or (3) Property loaned to you; Property Not Physically Injured (4) Personal property in the care, custody "Property damage" to "impaired property" or control of the insured; or property that has not been physically (5) That particular part of real property on injured, arising out of: which you or any contractors or (1) A defect, deficiency, inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; or operations, if the "property damage" arises out of those operations; or A delay or failure by you or anyone (2) acting on your behalf to perform a (6) That particular part of any property contract or agreement in accordance that must be restored, repaired or with its terms. replaced because "your work" was incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.

Form SS 00 08 04 05 Page 7 of 24
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BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by
Damages claimed for any loss, cost or an insured whose business is:
expense incurred by you or others for the Advertising, broadcasting, (a) loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access,
(2) "Your work"; or content or service provider.
(3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs , and a. b. c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section – G. because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions.
condition in it. For the purposes of this exclusion,
p. Personal And Advertising Injury placing an "advertisement" for or linking to others on your web site, by "Personal and advertising injury": itself, is not considered the business (1) Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the insured with (9) Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2) Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control; publication took place before the beginning of the policy period; (10) Arising out of the unauthorized use of another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another’s "advertising idea" in your person's right of privacy created by "advertisement"; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (12) Arising out of: (6) Arising out of the wrong description of (a) An "advertisement" for others on the price of goods, products or services; your web site; (7) Arising out of any violation of any (b) Placing a link to a web site of intellectual property rights such as others on your web site; copyright, patent, trademark, trade name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes
However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or
"advertisement", of (d) Computer code, software or
programming used to enable: (a) Copyright;
(i) Your web site; or (b) Slogan, unless the slogan is also a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site;

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BUSINESS LIABILITY COVERAGE FORM
(13) (a) Arising out of a violation of any anti- May be awarded or incurred by trust law; reason of any claim or suit
alleging actual or threatened injury (14) Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks, bonds or other persons or property which would securities; or not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard"; humiliation committed by or at the (b) Arise out of any request, demand, direction of any "executive officer", order or statutory or regulatory director, stockholder, partner or member of the insured. requirement that any insured or
others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, monitoring, cleaning up, removing, "Bodily injury" or "personal and advertising encapsulating, containing, treating, injury" to:
detoxifying or neutralizing or in any (1) A person arising out of any: way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern Eemployment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information
coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate:
(2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law; or described in Paragraphs , , or (a) (b) (c) above is directed. (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act This exclusion applies: of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You –
(2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion
pay damages because of the injury. Exclusions through and through do c. h. k. o. s. Asbestos not apply to damage by fire, lightning or
(1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance applies to this coverage as described in (2) Any damages, judgments, settlements, Section - Liability And Medical Expenses D. loss, costs or expenses that: Limits Of Insurance.

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BUSINESS LIABILITY COVERAGE FORM

Your stockholders are also insureds, but only (2) "Property damage" to property:
with respect to their liability as stockholders. (a) Owned, occupied or used by,

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BUSINESS LIABILITY COVERAGE FORM
(b) b. Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to:
control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company). organization.
b. Real Estate Manager 4. Operator Of Mobile Equipment
Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such equipment along a public highway with your c. Temporary Custodians Of Your permission. Any other person or organization Property responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to: (2) Until your legal representative has been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, rented to, in the charge of or occupied by only with respect to duties as such. That you or the employer of any person who is representative will have all your rights and an insured under this provision. duties under this insurance.

BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a Any failure to make such (e) permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products; A person or organization is an additional (f) Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an (g) Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; or F. – Optional Additional Insured Coverages. (h) "Bodily injury" or "property a. Vendors
damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part (i) The exceptions contained in provides coverage for "bodily injury" or Subparagraphs or ; or (d) (f) "property damage" included within the "products-completed operations hazard". Such inspections, adjustments, (ii) tests or servicing as the vendor (1) The insurance afforded to the vendor has agreed to make or normally is subject to the following additional undertakes to make in the usual exclusions:
course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equipment of the contract or agreement;
(1) Any person or organization from (b) Any express warranty whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;

Page 12 of 24 ends

DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 306

BUSINESS LIABILITY COVERAGE FORM
(2) e. Permits Issued By State Or Political With respect to the insurance afforded to these additional insureds, this Subdivisions
insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit. (1) Any person or organization from whom you lease land or premises, but With respect to the insurance afforded (2) only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to:
of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or
(a) (b) Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "productsland or be a tenant in that completed operations hazard". premises; or f. Any Other Party
(b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through . above, but only with e behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or (1) Any architect, engineer, or surveyor, but the acts or omissions of those acting only with respect to liability for "bodily on your behalf: injury", "property damage" or "personal and advertising injury" caused, in whole In the performance of your (a) or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products-
(b) In the performance of your completed operations hazard", but ongoing operations performed by only if
you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to This Coverage Part provides (ii) "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "productsfailure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to:
maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including:
activities.

Form SS 00 08 04 05 Page 13 of 24
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 307

Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in the Declarations. insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses in Section – Liability And Medical Expenses because of "bodily injury" sustained by any E.

General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to above, the most we will pay for 2.b. company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations.

Page 14 of 24 ends

DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 308

BUSINESS LIABILITY COVERAGE FORM
If more than one limit of insurance under this Immediately send us copies of any (1) policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph above. 3. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Cost of determining the Limits of Insurance.

No insured will, except at that insured's own E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other

1. Bankruptcy than for first aid, without our consent.

Form SS 00 08 04 05 Page 15 of 24
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 309

BUSINESS LIABILITY COVERAGE FORM
This Paragraph applies separately to We have issued this policy in reliance f. (3) you and any additional insured. upon your representations.

Page 16 of 24 ends

DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 310

BUSINESS LIABILITY COVERAGE FORM
(6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that
exceeds the sum of: That is other insurance available to you covering liability for damages The total amount that all such other (1) arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and selfadded as an additional insured by that insured amounts under all that other insurance; or insurance.
(7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the
However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first. have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its by the method described in applicable limit of insurance to the total c. below. applicable limits of insurance of all insurers.
(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs and do not apply to apply to Medical Expenses Coverage. (a) (b) other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage.

Form SS 00 08 04 05 Page 17 of 24
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 311

1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal
and advertising injury" caused, in whole or WHO IS AN INSURED under Section is C. in part, by your maintenance, operation or amended to include as an additional insured use of equipment leased to you by such the person(s) or organization(s) shown in the person(s) or organization(s). Declarations, but only with respect to liability for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment.
a. 5. Additional Insured - Owners Or Other In the performance of your ongoing operations; or Interests From Whom Land Has Been
Leased b. In connection with your premises owned
by or rented to you. a. C. WHO IS AN INSURED under Section is amended to include as an additional 2. Additional Insured - Managers Or Lessors insured the person(s) or organization(s) Of Premises shown in the Declarations as an Additional
a. C. WHO IS AN INSURED under Section is Insured – Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any "occurrence" that takes place after you cease to lease that land; or This insurance does not apply to:
(2) Structural alterations, new (1) Any "occurrence" which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision – Permits performed by or on behalf of such person or organization. a. C. WHO IS AN INSURED under Section is amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional

Page 18 of 24 ends

DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 312

BUSINESS LIABILITY COVERAGE FORM
Insured – State Or Political Subdivision - Any failure to make such (e) Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of business, in connection with the b. With respect to the insurance afforded to distribution or sale of the products; these additional insureds, the following additional exclusions apply: (f) Demonstration, installation, servicing or repair operations, This insurance does not apply to: except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any

7. Additional Insured – Vendors other thing or substance by or for a. C. WHO IS AN INSURED under Section is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to:
sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs or ; or (d) (f) provides coverage for "bodily injury" or (ii) Such inspections, "property damage" included within the adjustments, tests or servicing "products-completed operations hazard". as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with the distribution or sale of the (a) "Bodily injury" or "property products. damage" for which the vendor is obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products.
(b) Any express warranty 8. Additional Insured – Controlling Interest unauthorized by you; WHO IS AN INSURED under Section is C. (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured –
Controlling Interest, but only with respect to (d) Repackaging, unless unpacked their liability arising out of: solely for the purpose of inspection, demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container;
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DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 313

9. Additional Insured – Owners, Lessees Or is available to an additional insured is described in Contractors – Scheduled Person Or the Other Insurance Condition in Section – E.

Organization Liability And Medical Expenses General
a. C. WHO IS AN INSURED under Section is Conditions.
amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional

Page 20 of 24 ends

DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 314

BUSINESS LIABILITY COVERAGE FORM
a. b. The United States of America (including its You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by:
b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in above; a. b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means:
(1) Goods or products made or sold by you a. A contract for a lease of premises. in the territory described in above; a.

America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad;

Form SS 00 08 04 05 Page 21 of 24
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 315

BUSINESS LIABILITY COVERAGE FORM
(1) (1) That indemnifies an architect, Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers;
drawings, opinions, reports, e. a. b. c. d. Vehicles not described in , , , or surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types:
or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render f. a. b. c. d. Vehicles not described in , , , or professional services, including those above maintained primarily for purposes listed in above and supervisory, (1) other than the transportation of persons or inspection, architectural or cargo. engineering activities.

Page 22 of 24 ends

DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 316

BUSINESS LIABILITY COVERAGE FORM
c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. b. Oral, written or electronic publication of Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of:
privacy; (1) The transportation of property, unless
f. Copying, in your "advertisement", a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement"; or operated by you, and that condition g. was created by the "loading or Infringement of copyright, slogan, or title of any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or
h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials.

23. "Volunteer worker" means a person who:
a. Is not your "employee";
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DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 317

BUSINESS LIABILITY COVERAGE FORM
b. (2) Donates his or her work; The providing of or failure to provide warnings or instructions. c. Acts at the direction of and within the scope of duties determined by you; and Does not include vending machines or c. d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work":

24. "Your product": a. Means:
a. Means: (1) Work or operations performed by you
(1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations.
(b) b. Others trading under your name; Includes:
or (1) Warranties or representations made at
(c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and
(2) (2) Containers (other than vehicles), The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such
goods or products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and

Page 24 of 24 ends

DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 318
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 06/22/21 Policy Expiration Date: 08/01/22

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC EN4621 Endorsement Number:

Effective Date: 08/01/21 Effective hour is the same as stated on the Information Page of the policy.

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

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
DocuSign Envelope ID: 7FF348E6-9A07-4AFF-8C51-5F12C8F5C7BC 319

Page 1 of 2 ends

May 16, 2023
Economic Development
Port of Richmond
DATE: May 16, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Nannette Beacham, Director of Economic Development Lizeht Zepeda, Senior Business Assistance Officer
Lilia Corral, Management Analyst
Subject: Point San Pablo Harbor Lease Amendment
FINANCIAL IMPACT: This action authorizes the receipt of annual lease revenue for the Port of Richmond, in an amount ranging
from $9,437.40 – $9,613.80 (seven to nine percent CPI
adjustment), for the remainder of Fiscal Year (FY) 2022- 2023 and FY 2023-2024, with subsequent fiscal years to
be determined based on a seven to nine percent annual
CPI increase through FY 2027-2028. (Account String
40162780-362801)

PREVIOUS COUNCIL
ACTION:
06/15/2021

STATEMENT OF THE
ISSUE:

City staff is seeking approval of a lease amendment with Point San Pablo Harbor for a portion of the Terminal 4
property.

RECOMMENDED ACTION APPROVE a Lease Amendment with Point San Pablo Harbor, Inc., a California Corporation, to lease a portion of Terminal 4 through May 31, 2024, with five additional one-year extension options to potentially extend the
lease through May 31, 2029 – Economic Development
Department (Lizeht Zepeda 510-620-6653/ Nannette
Beacham 510-621-1306).

AGENDA
REPORT
320

Page 2 of 2 ends

May 16, 2023
DISCUSSION:

Point San Pablo Harbor currently leases a small area shown in Exhibit A, located to the West of Stenmark Drive (Attachment 1). The current lease agreement was for a oneyear period, with a one-year extension option. The tenant has exercised their only extension option, and the agreement is set to expire on May 31, 2023 (Attachment 2).

Point San Pablo Harbor has expressed their interest in continuing to lease a portion of Terminal 4. The key items for the lease amendment are as follows:
 Extend the term for one year (June 1, 2023 - May 31, 2024)  Add five (5) additional one-year extension options which would potentially extend the lease for an additional 5 years (June 1, 2024 - May 31, 2029)  Annual rent increase by Consumer Price Index (CPI) will be no less than seven percent and no more than nine percent.

The City entered into the original lease (Attachment 2) to assist with the maintenance of the area, as prior to the lease, there was extensive dumping and vandalism at the site.

Under the proposed lease amendment (Attachment 3), Point San Pablo Harbor proposes to continue using the property for the storage of boats, vehicles, and equipment.

DOCUMENTS ATTACHED:

Attachment 1 – Exhibit A – Premises
Attachment 2 – Current Lease Agreement
Attachment 3 – Lease Amendment
321
Terminal 4
20,663 square feet
322
20,663 square feet
usable area
Terminal 4
20,663 square feet
323
324
325
326
327
328
329
330
331
332
333
334
335
336
337
338
339
340
341
342
343
344
345
346
347
348
349
350
Request to Exercise Lease Extension; Leased Parcel off of 1900 Stenmark Drive, Port of Richmond, Terminal 4 Facility
05/20/2022
This letter will serve as notice that Point San Pablo Inc. chooses to exercise a One Year Lease Extension Option on the Port of Richmond Terminal 4 parcel currently under Lease to Point San Pablo Inc..One Year Lease Option on this parcel to extend 12 month from June 1, 2022. to May 30, 2023.

Thank You,
Daryl Henline, Secretary, PSP Inc.

Harbormaster
Point San Pablo Harbor
[email protected]
510-472-6195 mobile
510-233-3224 office
Point San Pablo Harbor ∙ 1900 Stenmark Drive, Richmond, CA 94801 ∙ 510-233-3224 ∙ [email protected]
351
1322 Canal Blvd, Richmond, CA 94804
Telephone: (510) 215-4600 Fax: (510) 233-3105 www.ci.richmond.ca.us

PORT OF RICHMOND
May 31, 2022
Daryl Henline via Email (.pdf)
Point San Pablo Harbor
1900 Stenmark Drive
Richmond, CA 94801
Re: Lease between Point San Pablo Harbor and Surplus Property Authority of the City of Richmond / Tenant’s First Extension Election Notice Dear Daryl,
Thank you for your letter dated May 20th, 2022, indicating that Point San Pablo Harbor wishes to extend the lease term for an additional one-year period in accordance with Section 2.01 (b) of the lease.

This letter serves as confirmation of the lease extension. As discussed, both parties mutually agree to extend the lease term beginning June 1, 2022. The new lease expiration date is May 31, 2023. Please also note that the new base rent will be $735 per month representing a five percent (5%) annual increase as referenced in paragraph

2.01 (c) of the lease agreement.

As a reminder, Point San Pablo Harbor is required to maintain a current City of Richmond business license and insurance during the extended term of the lease. If you have any questions, please contact Lilia Corral at (510) 620-6787.

Sincerely,
Lizeht Zepeda
Senior Business Assistance Officer
Cc: Lucy Zhou, Port Marketing and Operations Manager
Shasa Curl, City Manager
Antonio Banuelos, Revenue Manager
352
1 FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) dated as of May 16, 2023, is made by and between the City of Richmond, a public body corporate and charter city (“Landlord”) and Point San Pablo Inc., a California corporation (sic Point San Pablo Harbor, Inc.) (“Tenant”). Landlord and Tenant are sometimes individually referred to as a “Party” and sometimes jointly referred to as the “Parties”.

RECITALS
A. Landlord and Tenant entered into that certain Lease dated June 1, 2021 (“Lease”).

B. Pursuant to the Lease, Landlord leased to Tenant that certain property shown on Exhibit A, located in Terminal 4, at the Port, in Richmond, California (“Premises”).

C. The Lease currently terminates on May 31, 2023. The current Base Rent is $8,820.

D. As no demolition or development is to be done to the Property, this Lease is exempt under the Surplus Land Act (“SLA”).

E. The Parties desire to amend the Lease as set forth below including extending the Lease term as set forth below.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:

1. Recitals. The foregoing recitals are true and correct and incorporated herein by reference.

2. Lease Term Extension. The lease term (“Term”) is hereby extended to May 31, 2024 (“Expiration Date”), unless sooner terminated or extended pursuant to the terms of this First Amendment. The Base Rent for this extended term commencing on June 1, 2023 shall be increased in accordance with Section 2.01(c) below.

3. Defined Terms. Defined terms not otherwise specifically defined in this Amendment shall have the meaning in the Lease.

4. Effective Date. This First Amendment shall be effective upon the date this First Amendment is approved by Landlord and two (2) copies are executed by Landlord after execution by Tenant and delivered to Landlord.

5. Amendments to Lease. As of the Effective Date, the Lease is hereby amended as follows:

5.1 Section 2.01(b): Section 2.01(b) is hereby deleted in its entirety and replaced with the following:
“(b) Option To Extend. Provided Tenant is not in default under the Lease 353
2 and no Event of Default (as defined in Section 6.07) has occurred during the existing Term, Tenant shall have five (5) successive options (“Options”) to extend the Term each for one (1) year periods commencing when the prior term expires upon prior written consent from the Landlord in Landlord’s sole discretion. Tenant must exercise each Option in writing delivered to Landlord at least sixty (60) days but not more than One hundred twenty (120) days prior to the expiration of the then existing Term (“Option Exercise Notice”).

The Options must be exercised sequentially. If an Option is not exercised in the time and manner specified, the Option and all future Options shall automatically terminate and be of no further force or effect.

During each extension period, provisions of this Lease, as it may be amended in writing prior to the date of the commencement of such extended period, shall continue in effect except that Tenant shall continue to occupy the Premises in its then AS IS condition and shall pay Base Rent as provided in Section 2.01(c).

Notwithstanding the foregoing, if the State of California determines that this Lease is subject to the SLA, Landlord shall have the right to terminate this Lease upon written notice to Tenant.”

5.2 Section 2.01(c). Section 2.01(c) is hereby deleted in its entirety and replaced with the following:
“2.01(c) Rent for Option Periods. Base Rent for the extension period following exercise of an Option pursuant to Section 2.01(b) shall be calculated as follows: during the extension option period, effective as of the first day of the extension option, the Base Rent shall be increased (“CPI Increase”) to equal the sum of (i) the Base Rent for the Lease Year immediately preceding the extension option, plus (ii) the product obtained by multiplying such amount by the percentage increase in the Consumer Price Index measured from the measuring month which is two (2) months preceding the commencement of such extension option to the measuring month fourteen (14) months preceding the commencement of the specific extension option. However, in no event shall the annual CPI Increase be less than seven percent (7%) nor more than nine percent (9%) of Base Rent for the immediately preceding Lease Year. As used herein, the term “Consumer Price Index” (“Consumer Price Index”) shall mean the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumers, All Items, San FranciscoOakland-San Jose, California (1982-84 equals 100), or the successor of such index. Tenant shall continue paying the current Base Rent until the increased Base Rent has been calculated. Upon such calculation, Landlord shall give written notice to Tenant of the amount of the new Base Rent which shall be due and payable effective as of the commencement of the extension period (“Rent Increase Notice”) and Tenant shall, upon the receipt of the Rent Increase Notice, promptly pay Landlord any shortage in Base Rent accruing 354
3 between the commencement of the extension period and the date of the Rent Increase Notice.”

5.3 New Section 1.05 Mandatory Disclosure. A new section 1.05 is added to the Lease as follows:
“Pursuant to California Civil Code Section 1938, Landlord provides the following statutory notice to Tenant:
“A Certified Access Specialist (CASp) can inspect the subject Leased Premises and determine whether the subject Leased Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject Leased Premises, the commercial Leased Premises owner or Landlord may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject Leased Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Leased Premises.”
Landlord advises Tenant that the Leased Premises has not gone through CASp Inspection.”

5.5 Notices to Landlord. The Basic Lease Information is amended to require any notice to Landlord to also be copied to:

Office of the City Attorney
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-1630
Attn: David Aleshire, City Attorney

6. Attorney’s Fees. If any legal action is commenced to enforce any of the terms of this First Amendment, the prevailing party will have the right to recover its reasonable attorney's fees and costs from the other Party.

7. Effect of First Amendment. Except as provided in this First Amendment, all other terms of the Lease are unamended and shall remain in full force and effect. In case of any inconsistencies between the terms and conditions contained in the Lease and the terms and conditions contained herein, the terms and conditions of this First Amendment shall control. This First Amendment supersedes any and all other documents pertaining to the subject matter of this First Amendment.

8. Counterparts. This First Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 355
4 9. Authorization. The person(s) executing this First Amendment on behalf of Tenant represents and warrants that: (i) Tenant is duly organized and existing under the laws of California; (ii) they are duly authorized to execute and deliver this First Amendment on behalf of Tenant; (iii) upon execution, this First Amendment is binding upon Tenant; and (iv) entering into of this First Amendment does not violate any provision of any other agreement to which Tenant is bound.

10. Exhibits. Exhibit A attached hereto is incorporated herein by reference.

IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their properly authorized representatives as of the date and year specified below.

TENANT: LANDLORD:

Point San Pablo Inc, a California corporation
(sic Point San Pablo Harbor, Inc.)
By: __________________________
Robert Fyfe,
Chief Executive Officer
By: __________________________
Daryl Henline,
Secretary

City of Richmond, a municipal corporation &
charter city
By: __________________________
Eduardo Martinez, Mayor
Dated: ____________, 2023

ATTEST:
___________________________
Pamela Christian, City Clerk
Approved as to form:
___________________________
David J. Aleshire, City Attorney
356
5 EXHIBIT A

DEPICTION OF PREMISES
To be added prior to execution
357

Page 1 of 2 ends

May 16, 2023
Finance Department
DATE: May 16, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Nickie Mastay, Deputy City Manager – Internal Services Mubeen Qader, Deputy Director of Finance
Antonio Banuelos, Accounting Manager
Subject: Revision to Richmond Municipal Code Chapter 13.45 to Update Procedures Regarding Adoption of City of
Richmond Fees
FINANCIAL IMPACT: There is no impact on the City’s General Fund as a result of this action.

PREVIOUS COUNCIL
ACTION:

Click or tap here to enter text.

STATEMENT OF THE
ISSUE:

City staff requests adoption of an ordinance amending
Chapter 13.45 of the Richmond Municipal Code. The
Tax, Fee, and Charge Adjustments Code should be
adjusted per recommendation from the State Auditor and
to align with current practice of yearly updates rather than quarterly updates as currently contemplated in the
Richmond Municipal Code.

RECOMMENDED ACTION: ADOPT an ordinance (second reading) amending Chapter 13.45 [Tax, Fee, and Charge Adjustments] of the Richmond Municipal Code to change the frequency of the
fee updates from quarterly to yearly – Finance
Department (Nickie Mastay/Mubeen Qader/Antonio
Banuelos 510-620-6741).

AGENDA
REPORT
358

Page 2 of 2 ends

May 16, 2023
DISCUSSION:

The Finance Department updates the Master Fee Schedule on a yearly basis, like most, if not all, California cities. However, Richmond Municipal Code 13.45 entitled “Tax, Fee, and Charge Adjustments” states that fees must be updated on a quarterly basis.

However, no other California city updates their fees on a quarterly basis. This proposed update also stems from the State of California’s Audit of the City of Richmond Financial records and report published in November 2022. On page 4 of Attachment 3, the State Audit Report recommends the following:

To ensure that city fees appropriately cover the cost of providing services, by June 2023, Richmond should determine a cost‑ effective frequency for updating its Master Fee Schedule (fee schedule) to reflect all allowable costs, including adjusting fees for inflation as appropriate. Richmond should then revise its municipal code as necessary.

Additionally, page 32 of the State Audit Report (Attachment 3) states:

The city indicated that updating its fees on a set schedule has not been feasible because of staffing limitations and the significant amount of labor required to calculate fee increases. The city’s assessment may be reasonable given the staffing issues we identified earlier. The city must balance the time and labor of conducting more frequent updates against any potential lost revenue to determine a reasonable frequency for conducting citywide fee updates, and it should revise its municipal code to reflect its decision on the required frequency of those updates.

The proposed amendments will change sections 13.45.010 and 13.45.020 by updating the frequency of the fee updates from quarterly to yearly. Additionally, section 13.45.010 will include language regarding the need for a comprehensive fee study to be done at least every five years.

DOCUMENTS ATTACHED:

Attachment 1 – Ordinance
Attachment 2 – Redlined Version Ordinance
Attachment 3 – State Audit Report
359
ORDINANCE NO. N.S.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RICHMOND AMENDING CHAPTER 13.45 OF THE MUNICIPAL CODE OF THE CITY OF RICHMOND REVISING

THE PROCEDURES TO ADOPT AND UPDATE CITY OF RICHMOND FEES The Council of the City of Richmond do ordain as follows:

Section I. Amendment of Chapter 13.45
Sections 13.45.010 and 13.45.020 of the Richmond Municipal Code are hereby amended to read as follows:

13.45.010 - Employment Cost Index adjustments.

The Director of Finance of the City shall adjust all city-levied taxes, fees and charges provided for in the Richmond Municipal Code on a yearly basis, or as needed, in accordance with any increase or decrease in the Bureau of Labor Statistics Employment Cost Index (ECI), State and Local Government Workers component, during the preceding fiscal year. Additionally, a comprehensive fee study should be conducted at least every five years.

13.45.020 - Approval of adjustments by City Council.

Each year, the Director of Finance shall submit to the City Council a report listing all proposed adjustments for approval. No proposed adjustment shall take effect until it is approved by the City Council. The Council may reject, but may not modify, any one or more of the proposed adjustments in any report before approving the adjustments.

Section II. Severability.

If any provisions of this Ordinance or any application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or application of this Ordinance that can be given effect without the invalid provisions or application, and to this end the provisions of this Ordinance are declared to be severable.

Section III. Effective Date.

This ordinance becomes effective thirty days after its final passage and adoption. *****************************
(This section to be completed by Clerk’s Office)
First introduced at a regular meeting of the City Council of the City of Richmond held on and finally passed and adopted at a regular meeting held on___ by the following vote:

AYES: NOES:

ABSTENTIONS:

ABSENT:

Clerk of the City of Richmond
(SEAL)
360
Approved:

Mayor
Approved as to form:

City Attorney
361

Page 1 of 2 ends

ORDINANCE NO. ___ N.S.

AN ORDINANCE OF THE COUNCIL OF THE CITY OR RICHMOND AMENDING CHAPTER 13.45 OF THE MUNICIPAL CODE OF THE CITY OF RICHMOND. THIS

ORDINANCE PROVIDES PROCEDURES TO UPDATE CITY OF RICHMOND FEES The Council of the City of Richmond do ordain as follows:

Section I. Amendment of Chapter 13.45
Chapter 13.45 of the Municipal Code of the City of Richmond is hereby amended to read as follows:

Chapter 13.45

TAX, FEE AND CHARGE ADJUSTMENTS
Sections:

13.45.010 - Employment Cost Index adjustments.

The Finance Director of Finance of the City shall adjust all city-levied taxes, fees and charges provided for in the Richmond Municipal Code on a fiscal quarter yearly basis, or as needed, in accordance with any increase or decrease in the Bureau of Labor Statistics Employment Cost Index (ECI), State and Local Government Workers component, during the preceding fiscal yearquarter. Additionally, a comprehensive fee study should be conducted at least every five years.
(Amended by Ordinance No. 43-03 N.S.)

13.45.020 - Approval of adjustments by City Council.

Each year quarter, the Finance Director of Finance shall submit to the City Council a report listing all proposed adjustments for approval. No proposed adjustment shall take effect until it is approved by the City Council. The Council may reject, but may not modify, any one or more of the proposed adjustments in any report before approving the adjustments.
(Source: Ordinance No. 20-78 N.S.)
362

Page 2 of 2 ends

Section II. Severability.
(a) Severability.

Section III. Effective Date.

This ordinance becomes effective thirty days after its final passage and adoption.

I certify that the foregoing ordinance was passed and adopted by the Council of the City of Richmond, California, at a regular meeting held on ______________ by the following vote:
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Page 1 of 2 ends

May 16, 2023
Finance Department
DATE: May 16, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Nickie Mastay, Deputy City Manager, Internal Services Mubeen Qader, Deputy Director of Finance
Antonio Banuelos, Accounting Manager
Subject: Contract with David Wellhouse & Associates to Prepare and File Claims for State Mandated Cost Reimbursement
FINANCIAL IMPACT: The City will receive approximately $100,000 per year when the State Mandated Claims are paid by the State of California. The revenue will be deposited in the General Fund (01917090-334352). The proposed expenditure,
not to exceed $10,000 per year (01177015-400201).

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

City staff requests approval of a contract with David
Wellhouse & Associates, Inc. to prepare and file claims for state Mandated Cost Reimbursement.

RECOMMENDED ACTION: APPROVE a contract with David Wellhouse & Associates in an amount not to exceed $30,000, to prepare and file claims for State Mandated Cost Reimbursement, with a
term beginning July 1, 2023, and ending June 30, 2026,
with a $20,000 two-year option to renew – Finance
Department (Nickie Mastay/ Mubeen Qader 510-412-
2077/ Antonio Banuelos 510-620-6741).

AGENDA
REPORT
413

Page 2 of 2 ends

May 16, 2023
DISCUSSION:

Article XIIIB, Section 6, of the California Constitution requires the State of California to reimburse local agencies for the costs of new programs mandated by the state. The requirement that the state pay for the costs of programs it mandates to local governments first originated in 1972 with the passage of SB 90, also known as the Property Tax Relief Act of 1972. Since the passage of SB 90, the original law has been amended several times and was written into the Constitution in 1979, when California voters approved Proposition 4. Although Article XIIIB provides the legal guidance for reimbursement to local agencies, the reimbursement process is still referred to as the “SB 90” process. This term has been commonly used to refer to the entire body of statutes and procedures that govern the reimbursement process.

Every year, the City of Richmond is eligible to claim reimbursement for its SB 90 state mandated programs. Eligible reimbursements in past years have included the Open Meetings Act, absentee ballots, domestic violence background checks, identity theft, municipal storm water, crime statistic reports, and administrative license suspension, including others. In prior years, the City has utilized the services of a consultant, David Wellhouse and Associates, to research, prepare, and submit its SB 90 claims for reimbursement.

On August 31, 2022, the Finance Department issued a Request for Qualifications (RFQ) for the collection, documentation, preparation, filing, and monitoring of its state mandated claims (Attachment 2). The RFQ was posted on the City’s BidsOnline system where 886 vendors were notified, and 10 vendors downloaded copies of the RFQ. On September 22, 2022, two electronic proposals were received. The proposals were reviewed by City staff members and each vendor was found to be compliant. David Wellhouse and Associates was selected because of their qualifications, experience, and final cost. The rating matrix for both vendors is attached as Attachment 4.

City staff is requesting approval of a three-year contract with David Wellhouse and Associates to prepare and file claims for state mandated cost reimbursement, in an amount not-to exceed $30,000, with a term beginning July 1, 2023, and ending June 30, 2026, with a $20,000 two-year option to renew.

DOCUMENTS ATTACHED:

Attachment 1 – Contract
Attachment 2 – Request for Qualifications
Attachment 3 – Project Report
Attachment 4 – Rating Matrix
414

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:

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

Finance Antonio Banuelos
[email protected] (510) 620-6741
5794
CONSUL TANT shall prepare and file with the State Controller's Office on behalf of CITY the state mandated cost claims
David Wellhouse & Associates, Inc.
3609 Bradshaw Road, Suite H-382
Sacramento, CA 95826
Renee Wellhouse
(916) 797-4883 [email protected]
40012550 December 31, 2023
July 1, 2023
June 30, 2026
30,000
✔
415

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
a municipal corporation
By:

Title:

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

Approved as to form:

By: --~c~,~ty-A~t~to_r_n_e_y ______ _
LIST OF ATTACHMENTS:

Service Plan
Payment Provisions
Authorized Representatives and Notices
General Conditions
Special Conditions
Insurance Provisions
Standard ContracUEJfTE 9-26-07
CONTRACTOR:

David Wellhouse & Associates, Inc.
(*The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title:

Date Signed: ----------~
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Title: _____________ _
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.

Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
416

EXHIBIT A

SERVICE PLAN
For the Contract between the City of
Richmond and
David Wellhouse & Associates, Inc.

Contractor shall, to the satisfaction of the ~~~~~~~~~~-, perform the fo 11 owing services and be compensated as outlined below:

Contractor shall perform the services and shall be compensated as set forth in the David Wellhouse & Associates RFP Response that is attached hereto and incorporated herein by this reference.
417
For the Contract between the City of
Richmond and
David Wellhouse & Associates, Inc.

EXHIBIT 8

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Antonio Banuelos Department: Finance --=-:..:...:="-'-"-:;__~~~~~~~- 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, Antonio Banuelos 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.

EXHIBIT C
For the Contract between the City of
Richmond and
David Wellhouse & Associates, Inc.

AUTHORIZED REPRESENTATIVES AND NOTICES

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

Antonio Banuelos
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:

David Wellhouse & Associates, Inc.
3609 Bradshaw Road, Suite H-382
Sacramento, CA 95826
419

EXHIBIT D

GENERAL CONDITIONS

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/EJrrE 01-19-11 1 of 13
420
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.

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

General Conditions/EJ!TE 01-19-11 2 of 13
421
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.

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.

General Conditions/EJfTE 01-19-11 3of13
422
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:

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ!TE 01-19-11 4 of 13
423
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

General Conditions/EJfTE 01-19-11 5 of 13
424

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 6of13
425
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.

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 7of13
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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.

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/EJrrE 01-19-11 8 of 13
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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.

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.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJrrE 01-19-11 9of13
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City reserves the right to employ other Contractors in connection with the project.

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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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.

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.

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/EJrrE 01-19-11 11 of 13
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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.

39. Performance and Final Acceptance.

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

General Conditions/EJ/TE 01-19-11 12 of 13
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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.

General Conditions/EJfTE 01-19-11 13 of 13
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For the Contract between the City of
Richmond and
David Wellhouse & Associates, Inc.

EXHIBIT E

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

None
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For the Contract between the City of
Richmond and
Short Form Contract Insurance Provisions/EJ/TE 11-30-07

INSURANCE PROVISIONS

1. Insurance Requirements – During the Term of this Contract, the City’s Insurance Requirements are hereby waived.

2. Waiver of Liability – As a condition of this Contract, the Contractor, its officers, agents and employees, hereby waive any and all rights to seek recovery for loss or damages of any kind against the City of Richmond, its officers, agents, and employees arising out of the goods or services provided under this Contract. This waiver of liability shall survive the expiration or termination of this Contract.
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• David Wellhouse
Ms. Ofelia Alvarez, CPPB
Senior Buyer, Purchasing Division
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
... and Associates, Inc.

Re: Proposal For State Mandated Cost Claiming Services (SB90) Dear Ms. Alvarez:

September 20, 2022
David Wellhouse & Associates, Inc. (DWA) specializes in the state mandate reimbursement process. Our main goal is to increase cities' state mandate cost reimbursements and offer the best claiming expertise available.

This proposal outlines both the claims available to the City of Richmond and the advantages of utilizing David Wellhouse & Associates, Inc. in the identification and preparation of the City's state mandated cost claims.

The Claiming Process
David Wellhouse & Associates proposes to interview city staff to identify all mandates and costs that are eligible to the City of Richmond. We will interview all city employees who perform and supervise these mandated activities to determine the procedures used by the City to comply with each mandate available for reimbursement.

We will then cost out each program and prepare indirect cost rate proposals in order to fully maximize the City's reimbursement. DWA will then prepare all claims on behalf of the City and submit these claims to the State Controller's Office. Upon the submittal of claims to the State Controller's Office, we will obtain a receipt signed by the Controller's staff certifying the acceptance and timely filing of each claim prepared. We will always share with the City our recommendations on procedures the City can follow to ·ensure full maximization of future reimbursements.

This proposal outlines both the claims available to the City and the advantages of utilizing David Wellhouse & Associates, Inc. in the identification and preparation of the City's state mandated cost claims.
3609 Bradshaw Road. Suite I l-3S2 • Sacramento, Ca liforni a 95827 (916) 797-4883 • FAX (916 ) 797-4887
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Advantages of David We/lhouse & Associates, Inc.

Knowledge mu/ U11derst(lndi11g of Mand(ltes and Reimbursable Costs With over twenty-five years experience working with hundreds oflocal agencies filing state mandate claims, we have a thorough understanding of city operations and costs relating to the reimbursement of state mandates. With this experience, we can fully maximize the City's state mandate reimbursements. We were hired by the City Manager for the City of Richmond in 2005 and have worked for the City since this time. We have worked extensively with City staff and know the contacts within the City to get the required infommtion to file the City's claims with minimal assistance from other Departments. Renee Wellhouse is the main contact for the claims and has a good working relationship with all the Departments within the City to get the information in order to prepare and file the City's claims in a timely manner.

Service Oriented Approaclt
David Wellhouse & Associates, Inc. continues our service oriented approach as the cornerstone of its relationship with clients. We propose not only to file your claims but to assist the City in identifying additional potentially reimbursable state mandates. This is an important long-term benefit to the City that should not be overlooked.

In addition, we are always available to answer any and all questions regarding state mandate issues. We know that year-round service can be just as important to the City as the preparation of claims.

We propose this service oriented approach as part of our claiming service at no additional cost to the City. Our fee is based solely upon the filing of the City's state mandated reimbursement claims.

Increased Reimbursement Tltrouglt Indirect Costs
Our experience in preparing departmental indirect cost rate proposals ensures that claims filed by us include departmental overhead, as well as direct costs incurred as a result of compliance with state mandated programs. By developing these rates, we are often able to substantially increase your reimbursement.

Close Working Relations/tip With State Agencies
We work closely with the State Controller's Office, Depatiment of Finance, and the Commission on State Mandates. We stay in close contact with state staff involved in this process and are aware of the latest decisions and issues that can affect the City's reimbursements.
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Assistance if Audited
David Wellhouse & Associates, Inc. will assist the City in defending claims which result in an audit disallowance. Having worked closely with the State Controller's Office for many years, DWA is in a strong position to assist the City in defending claims should the need arise.

Costs of Services
David Wellhouse & Associates, Inc. will prepare and file the City of Richmond's annual SB90 claims for fiscal year 2021/2022 for a fixed fee of $7 ,500.00. Our fee for the preparation and filing of the City's SB90 claims includes all time and expenses necessary to prepare and file the City's claims. If the City has additional claims to be filed for new mandates, the fee would not exceed $2,500 for any additional claims during the fiscal year. The fee will remain the same for both the annual claims and any additional claims and will not exceed the amount quoted above during the three year contract. The contract may be extended, at the City's option, for an additional two years at no increase in fees.

I would appreciate the opportunity to continue to work with the City of Richmond. Should you have any questions, please contact me at (916) 797-4883.

Thank you for your consideration of our proposal.

Sincerely,
~°{{(~~ Renee M. Wellhouse
President
Enclosures:
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References
Ms. Rosalyn Taormina
Senior Accountant/ Accounts Payable Supervisor
City of Walnut Creek
1666 N. Main Street
Walnut Creek, CA 94596
(925) 943-5899 x2134
[email protected]
Prepared SB90 for the City of Walnut Creek since 1994
Mr. Ross Yangwus
Accountant
City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523
[email protected]
(925) 671-5230
Prepared SB90 for the City of Pleasant Hill since 1994
Ms. Lori Oken
Accounting Manager
City of Reedley
845 G Street
Reedley, CA 93654
(559) 637-4200
[email protected]
Prepared SB90 for the City of Reedley since 1994
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Request for Qualifications
SB90 State Mandated Cost Reimbursement
Release Date: September 1, 2022
Deadline for Submittal
September 22, 2022, by 9:00 a.m. Pacific Time
City of Richmond
Finance Department
439

INTRODUCTION
The City of Richmond is interested in receiving proposals for the collection, documentation, preparation, filing, and monitoring of its state mandated claims. Term of Agreement. The initial contract term shall be for three (3) years, with the option to renew for two (2) additional years, not to exceed five (5) years. The contract term for services shall commence after the date of Council award, the execution of an Agreement for Professional Services and the issuance of a City of Richmond purchase order.

SCOPE OF SERVICES
A. Conduct a yearly on-site or telephone meetings with appropriate City departments and the Finance department explaining the methods employed in preparing SB-90 state mandated claims and eligible reimbursable activities.

B. Annual State of California Mandated Cost Reimbursement Claims:

1. Consultant shall prepare, submit and file annual State of California mandated cost reimbursement claims by the submission deadlines on the City’s behalf.

2. Consultant shall prepare, submit and file all other new or first-time applicable actual and estimated State-mandated cost reimbursement claims for which State Controller Claiming Instructions are issued in accordance with submission deadlines.

3. Consultant shall also file actual cost reimbursement claims for the prior fiscal year where appropriate documentation is available.

C. State-Mandated Cost Test Claim Services:

1. Consultant shall coordinate with the City and lead efforts in filing any and all City’s claims, and manage the process once submitted to the Commission through final consideration.

2. Consultant shall:
a) respond to all filings;
440
b) attend all prehearing conferences and hearings of the Commission; c) respond to inquiries by, and discussions with, the State Controller’s office; and
d) prepare and file associated reimbursement claims, if applicable.

D. Consultant Response to all State of California Agencies:

1. Consultant shall respond to all filings by all State of California agencies and other parties and provide City staff copies/reports of these communications.

2. Consultant shall also monitor and assist in providing Legislature information related to the appropriation legislation that will provide funding for the actual cost claims.

E. Maintain Communications with City Staff:

1. Consultant shall provide guidance to the City in determining the data required for claims submission.

2. Consultant shall maintain communication with, and provide regular project status information to the City’s designated mandate cost program coordinator throughout the contracted period. These communications include, but are not limited to:
a) status of all submitted reimbursement claims;
b) issues from the State Controller’s Office associated with submitted claims; c) necessary information to be provided by the City for submissions; and d) upcoming legislative statues that may impact the City.

3. Consultant shall hold meetings with City personnel to explain methods employed and provide guidance to City staff.

F. Audit Assistance:

1. Provide requested documents, logs and other records to the City and auditors.

2. Assist the City during audit of claims by the State Controller’s Office, and provide assistance in defending those claims.

3. Assist the City in negotiations with the State pertaining to claims, including the preparation and filing of any applicable incorrect reduction claims.

G. List of Submitted Claims: Consultant shall maintain and provide a list of claims filed for reimbursement after each filing cycle.
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H. New Claims:

1. Identify new claims that are expected to become mandated programs.

2. Provide timely descriptions of these claims and data collection requirements to the appropriate department.

I. Amended Claims: Prepare amended claims as needed.

J. On-Going Consultation: During the term of the contract, Consultant shall serve as the City’s resource for questions relating to SB-90 state mandated cost reimbursement claims.

K. Indirect costs: Both direct and indirect costs may be included in mandate reimbursement claims submitted by the Consultant. The Consultant and city will decide upon whether to use the State controller’s ten percent (10%) indirect cost rate, or calculate a higher rate as authorized by the Local Agencies Mandated Cost Manual issued by the State.

L. City Staff Responsibilities: The City will provide the consultant with all relevant information pertaining to the financial operations of programs and areas under reimbursement consideration.

PROPOSAL FORMAT GUIDELINES
The following proposal sections are to be included in your response:

A. Qualifications
The information requested in this section should describe the qualifications of your firm, including key staff, to perform the work described. Information shall include:

1. Names of key staff that participated on named projects and their specific responsibilities with respect to this scope of service. Resumes will be considered responsive.

2. A summary of your firm’s demonstrated capability, including length of time that your firm has provided the services being requested in this Request for Proposal.

3. Provide at least three (3) references that received similar services from your firm. The City of Richmond reserves the right to contact any of the organizations or individuals listed. Information provided shall include:
a) Client Name and contact info
• Telephone number(s)
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• E-mail Address
• Address
b) Description of services provided including contract amount c) Project start and end dates
B. Cost Information
Provide the total costs to complete all tasks identified in the scope of services and Proposed Fee Schedule – a statement of hourly rates for all proposed classifications.

PROCESS FOR SUBMITTING PROPOSALS
Submission of Proposals
The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer.

Electronic Proposals shall be submitted via the City’s secure online bidding system. All required sections of the proposal must be submitted via the website. Contractor is solely responsible for “on time” submission of their electronic proposal. The Bid Management System will not accept late proposals and no exceptions shall be made. Contractors will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.

The proposal must be received no later than 9:00 a.m., local time, on September 22, 2022.

The City of Richmond reserves the right to waive inconsequential irregularities.

Questions Concerning Request for Qualifications
All questions must be submitted via the electronic BidsOnline system on the Q&A tab by 5:00pm PST, on September 14, 2022. If the City finds it necessary to issue an addendum, prospective Offerors will receive e-mail notification of addendum.

Otherwise, answers to questions received will be provided on the Q&A tab and notification will be sent by September 15, 2022. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/bids for any possible Addenda to the RFQ that may have been posted.

Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFQ.

Any party attempting to influence or circumvent the RFQ, bid submittal, and review process may have their proposal rejected for violating this provision of the RFQ.

Interested parties may download copies of the above mentioned proposal by 443
visiting the City's web site, www.ci.richmond.ca.us/bids. To download RFP, new vendors will be required to register. Once the vendor downloads any documents relative to a solicitation, that vendor's name will appear on the Prospective Bidders list for that project and will receive any addenda or notifications relating to the RFP.

GENERAL GUIDELINES
This RFQ does not commit the City of Richmond to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFQ, or to procure or contract for work. The City of Richmond may reject a proposal without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against the City of Richmond. The City may investigate the qualifications of any respondent under consideration, require confirmation of information furnished by the respondent, and require additional evidence or qualifications to perform the Services described in this RFQ.

The City reserves the right to:

1. Reject any or all proposals.

2. Issue subsequent Requests for Qualifications.

3. Postpone opening for its own convenience.

4. Remedy technical errors in the Request for Qualification process.

5. Negotiate with any, all, or none of the Respondents.

6. Solicit best and final offers from all or some of the Respondents.

7. Select one or more Respondents.

8. Accept other than the lowest proposed fees.

9. Waive informalities and irregularities in proposals.

Insurance Requirements
The City of Richmond requires consultants doing business with it to obtain insurance, as shown in RFQ Attachment A. The required insurance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the Project.

Business Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived.
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PROPOSAL EVALUATION AND SELECTION PROCESS
The criteria upon which the evaluation of the proposals will be based include, but are not limited to, the following:

Experience/Past Performance/References – 40%
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.

Proposer Qualifications and Experience – 40%
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.

Cost Proposal – 20%
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City of Richmond Attachment 3 – Project Report
Project Participation Report for Project SB90 State Mandated Cost Reimbursement RFQ Issued on 08/31/2022
Bid Due on September 22, 2022 9:00 AM (PDT)
Vendor Name Notified Prospective Bidder Downloaded Files 22nd Century Staffing, Inc. X
A Squared Ventures, Inc. X
A. M. Peche & Associates LLC X
A2Z Engineering Inc. X

AAMCOM X
ABM Electrical Power Services, LLC X

AECOM X
AECOM Technical Services, Inc. X
AIM Computer Training Inc X
AIM Consulting Inc X
AIM Consulting Services X
AIS Market Reserch, Inc X

ALIRON INTERNATIONAL INC X
AMEC Environment & Infrastructure, Inc. X
AMI Risk Consultants Inc. X

AP TRITON X

AQYER, LLC X
Aanko Technologies Inc. X
Above Consulting Inc. X
Abt Associates Inc. X
Academy Securities X
Accell PA X
Access Capital Services, Inc. X
Access Credit Management, Inc. X
Access Limited Construction X
Accountable Assets Inc X
Achievement Engineering Corp. X
Acro Service Corporation X
Actuarial Factor LLC X
Advanced Chemical Transport Inc X
Advanced Problem Solving, LLC X
Aero-Metric, Inc X
Aescit Corporation X
Affiliated Research Economics X
Air Science Technologies, Inc. X
Ajilon LLC X
Alamo Capital X
Alarm Program Systems LLC X
Albion Environmental, Inc. X
Alcalde & Fay X
Alexander Weiss Consulting LLC X
All Environmental Inc. X
All-Phase Electric Supply X
Allerion Consulting Group, Inc. X
Alliance Resource Consulting LLC X
Alliant Consulting Inc. X
Allvision, LLC X
Altran Control Solutions X
Amenta Systems Research and Development X
Amy Ekan Business Enterprises X

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Richmond City CouncilMay 16, 2023

Richmond City Council
May 16, 2023