Exhibit 6 - Lehr Standard Contract.pdf — Richmond City Council, September 12, 2023

CITY OF RICHMOND

STANDARD CONTRACT

Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

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

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

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

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

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

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

Title: By:

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

Date Signed:

B y :

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

B y :

B y : T i t l e :

City Attorney
Date Signed:

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

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
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Item No. Description
Manufacturer
Name Quantity Unit Price Total Price
MISC GETAC MOUNT, MODEM & ANTENNA, LABOR TO INSTALL Service Items 35 5,000.00 175,000.00 192,062.50
17062.50
175,000.00
Total:

Total Sales Tax:

Subtotal:

0.00 175000.00
Amount Exempt from Sales Tax
Amount Subject to Sales Tax
Name: __________________________________________________ Auth. Signature: ________________________________________ Agency Approval
PLEASE READ: No returns without approval and an RMA# will be accepted. All shortages, damage, or return claims must be made within 10 days of invoice date. NO EXCEPTIONS. A copy of the invoice and RMA paperwork must be shipped with returns. All return orders or cancellations are subject to a 25% restocking fee plus freight. Any change orders made 60 days prior to the installation date may be subject to a production delay and pricing changes. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE.

Page:

Document Date:

Quote Number:

Sales Quote
To:

Ship
SalesPerson
Customer IDShip Via
To:

Sell
39460
Mary Pagliero
57750
Phone:

Richmond, CA 94801
#6 13th Street
Attn: Dee Karnes
City of Richmond - Corp Yard
Installation at Lehr
Phone: 510-620-6735
450 Civic Center Plaza
Attn: Finance Department - Vendor # 7446
Wanda Mason - Lewis
City of Richmond
Phone: 925-370-2144 Fax: 925-370-2087
661 Garcia Avenue Pittsburg, CA 94565
5/17/2023
1 Tax Ident. Type Legal Entity
Vehicle Information:

Terms: Net 30
Payment Method:

PRICES ARE VALID FOR 30 DAYS FROM DATE OF QUOTE UNLESS OTHERWISE SPECIFIED Exhibit A-1
Fire Apparatus List
Page1

Type 1 Engines

Station 61

#512

2008 Spartan Gladiator – HiTech

1193440
Station 62 #519 2020 Spartan Gladiator – HiTech 1611986 Station 63 #518 2012 Spartan Metro Star – HiTech 1387512 Station 64 #521 2020 Spartan Gladiator – HiTech 1611987 Station 66

Station 67

Station 68

Spare
#522

#520

#527

#515
2020 Spartan Gladiator – HiTech

2019 Spartan Gladiator – HiTech

2008 Spartan Gladiator – HiTech
1611988

1587858

1587938

1193441
Spare #514 2008 Spartan Gladiator – HiTech 1193442
Spare #517 2008 Spartan Gladiator – HiTech 1193443

Type 6 Engines

Station 62 #469 2001 Chevrolet 3500 1081831
Station 63

Station 66
#462

#468
2009 Ford F450 ‐ HiTech

2001 Chevrolet 3500
1193438

1081824

Station 68

#463 2009 Ford F450 ‐ HiTech

1193437

Exhibit A‐1
Fire Apparatus List
Page2

Ladder Trucks

Station 64

#513

2008 Spartan Gladiator/LTI Aerial‐

1193423

Station 68

#525
American La France

2001 Spartan Gladiator/LTI Aerial‐

1143402

Spare

#523
American La France

2001 Spartan Gladiator/LTI Aerial‐

1090978
American La France

New Tiller Truck Tiller Truck 64

New Tiller Truck Tiller Truck 68

Specialized Apparatus

Station 61

#530

2004 Spartan Metro Star – SVI

1173353

Station 61

#5548

Breathing Support‐BS61

2013 Moose Vessel M2‐37

Fire Boat Victory

CF5548XC

Station 64

Station 67

Station 68
#529

#533

#531
2005 Spartan Metro Star – SVI
Haz Mat‐HM64
2015 Spartan Metro Star – EVI
Rescue‐R67
1999 Navistar Rescue‐R67
1195343

XXXXXXX

1035643
Spare #532 1999 Navistar Rescue 1035642
Exhibit A‐1
Fire Apparatus List
Page3

Support Vehicles
Fire Chief (6100) #5459 2021 Ford Explorer 1613730
Deputy Chief (6101) #5452 2021 Ford Explorer 1 613732 BC 64 (Shared) #1456 2015 Ford Explorer 1470101
Training BC (6120) #1451 2015 Ford Explorer 1470102
Spare BC #474 2011 Ford F‐250 1358826
Fire Marshall Govan #5458 2021 Ford Explorer 1613729 Deputy Fire Marshall Munson #449 2015 Chevrolet Tahoe 1470014 Fire Inspector #447 2015 Chevrolet Tahoe 1470015
Fire Inspector #446 2015 Chevrolet Tahoe 1470016
Fire Inspector #446 2015 Chevrolet Tahoe 1470016

Exhibit A‐1
For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

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

THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT

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

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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

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

For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond

Richmond, CA 94804-0046

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

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

EXHIBIT D

GENERAL CONDITIONS

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

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

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

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

import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

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

General Conditions/EJ/TE 01-19-11 3 of 13

Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 4 of 13

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15. Indemnification.

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to General Conditions/EJ/TE 01-19-11 7 of 13

indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 10 of 13

City reserves the right to employ other Contractors in connection with the project.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 12 of 13

toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

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

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

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

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

39. Performance and Final Acceptance.

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

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

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

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

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

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

For the Contract between the City of
Richmond and

EXHIBIT E

SPECIAL CONDITIONS

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

For the Contract between the City of
Richmond and

EXHIBIT F

INSURANCE PROVISIONS

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

MultiCover
-C G7 15 80 11 4
Policy Amendment(s) Commercial General Liability Coverage Form Your Commercial General Liability Coverage Form is
revised as follows:

1. Broadened Named Insured
A. SECTION II - WHO IS AN INSURED,
item 3., is deleted and replaced by the follow-
ing:

3. Any organization that you own at the
inception of this policy, or newly acquire
or form during the policy period, and
over which you maintain during the pol-
icy period majority ownership or major-
ity interest, will qualify as a Named
Insured if:
a. There is no other similar insurance
available to that organization; and
b. The first Named Insured shown in
the Declarations has the responsi-
bility of placing insurance for that
organization; and
c. That organization is incorporated or
organized under the laws of the
United States of America.

However:
(1) Coverage under this provision 3 is
afforded only until the next occur-
ring annual anniversary of the be-
ginning of the policy period shown
in the Declarations, or the end of the
policy period, whichever is earlier;
and
(2) Coverage A does not apply to
bodily
injury or property damage that
occurred before you acquired or
formed the organization; and
(3) Coverage B does not apply to
per-
sonal and advertising injury arising
out of an offense committed before
you acquired or formed the organ-
ization.

B. SECTION II - WHO IS AN INSURED, the
last paragraph, is deleted and replaced by the
following:

No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture, or limited liability
company that is not shown as a Named In-
sured in the Declarations. However, this does
not apply to a limited liability company that
meets all of the conditions in Section II -
Who Is An Insured, item 3., above.

2. Additional Insured
If an Additional Insured endorsement is attached
to this policy that specifically names a person or
organization as an additional insured, then this
Section 2. Additional Insured does not apply to
such person or organization.

SECTION II - WHO IS AN INSURED, sub-
section 2.e., is added as follows:
e. Any person or organization is included as an
additional insured, but only to the extent such
person or organization is legally obligated to
pay for
bodily injury , property damage or
personal and advertising injury caused by your
acts or omissions. With respect to the insur-
ance afforded to such additional insured, all
of the following additional provisions apply:

This Form must be attached to Change Endorsement when issued after the policy is written.

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Page 1 of 7 ends

(1) You have agreed in a written insured
contract that such person or organization
be added as an additional insured under
this policy;
(2) The bodily injury , property damage or
personal and advertising injury for which
said person or organization is legally ob-
ligated to pay occurs subsequent to the
execution of such
insured contract ;
(3) The most we will pay is the lesser of
either the amount of insurance available
under the applicable Limits of Insurance
shown in the Declarations or the limits
of insurance required by the
insured
contract;
(4) The insurance afforded to such additional
insured only applies to the extent per-
mitted by law;
(5) Such person or organization is an addi-
tional insured only with respect to:
(a) Their ownership, maintenance, or
use of that part of the premises, or
land, owned by, rented to, or leased
to you, except such person or or-
ganization is not an insured with re-
spect to structural alterations, new
construction or demolition oper-
ations performed by or on behalf of
such person or organization;
(b) Your ongoing operations performed
for that insured;
(c) Their financial control of you, ex-
cept such person or organization is
not an insured with respect to struc-
tural alterations, new construction
or demolition operations performed
by or on behalf of such person or
organization;
(d) The maintenance, operation or use
by you of equipment leased to you
by such person or organization;
(e) Operations performed by you or on
your behalf and for which a state or
political subdivision has issued a
permit, provided such operations are
not performed for such state or
political subdivision, and are not in-
cluded within the
products-completed
operations hazard; or
(f) Their liability as a grantor of a fran-
chise to you.
(6) This insurance does not apply to bodily
injury, property damage , personal and
advertising injury, occurrence or offense:
(a) Which takes place at a particular
premises after you cease to be a
tenant of that premises;
(b) Which takes place after all work, in-
cluding materials, parts or equip-
ment furnished in connection with
such work to be performed by or on
behalf of the additional insured at
the site of the covered operations,
has been completed;
(c) Which takes place after that portion
of
your work out of which the injury
or damage arises has been put to its
intended use by any other person or
organization other than another
contractor or subcontractor engaged
in performing operations for a prin-
cipal as part of the same project; or
(d) Which takes place after the expira-
tion of any equipment lease to
which (4)(d) above applies;
(7) With respect to architects, engineers or
surveyors, coverage does not apply to
bodily injury , property damage or per-
sonal and advertising injury arising out
of the rendering or failure to render any
professional services by or for you, in-
cluding:
(a) The preparing, approving, or failing
to prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, or draw-
ings and specifications; or
(b) Supervisory, inspection, architec-
tural, or engineering services.

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other wrongdoing in the supervision,
hiring, employment, training or moni-
toring of others by that insured, if the
occurrence which caused the bodily
injury or property damage , or the offense
which caused the personal or advertising
injury involved the rendering of or the
failure to render any professional services
by or for you.

3. Additional Insured - Vendors
If an Additional Insured Vendors endorsement is
attached to this policy that specifically names a
person or organization as an additional insured,
then this Section 3. Additional Insured - Vendors
does not apply to that person or organization.

Unless the
products-completed operations hazard
is excluded from this policy, SECTION II - WHO
IS AN INSURED, item 2.f. is added as follows:
f. Any vendor of yours is included as an addi-
tional insured, but only with respect to bodily
injury or property damage caused by your
products which are distributed or sold in the
regular course of the vendor’s business, sub-
ject to the following additional exclusions:
(1) The insurance afforded such vendor does
not apply to:
(a)
Bodily injury or property damage for
which the vendor is obligated to pay
damages by reason of the assump-
tion of liability in a contract or
agreement. This exclusion does not
apply to liability for damages that
the vendor would have in the ab-
sence of the contract or agreement;
(b) Any express warranty unauthorized
by you;
(c) Any physical or chemical change in
the product made intentionally by
the vendor;
(d) Repackaging, unless unpacked solely
for the purpose of inspection, dem-
onstration, testing, or the substi-
tution of parts under instructions
from the manufacturer, and then re-
packaged in the original container;
(e) Any failure to make such in-
spections, adjustments, tests or ser-
vicing as the vendor has agreed to
make or normally undertakes to
make in the usual course of busi-
ness, in connection with the distrib-
ution or sale of the products;
(f) Demonstration, installation, servic-
ing or repair operations, except such
operations performed by the vendor
in full compliance with the man-
ufacturer’s written instructions at the
vendor’s premises in connection
with the sale of the product;
(g) Products which, after distribution
or sale by you, have been labeled or
relabeled or used as a container, part
or ingredient of any other thing or
substance by or for the vendor; or
(h)
Bodily injury or property damage
arising out of the liability of the
vendor for its own acts or omissions
or those of its employees or anyone
else acting on its behalf.
(2) This insurance does not apply to any in-
sured person or organization from whom
you have acquired such products or any
ingredient, part or container, entering
into, accompanying or containing such
products;
(3) The most we will pay is the lesser of ei-
ther the amount of insurance available
under the applicable Limits of Insurance
shown in the Declarations or the limits
of insurance required by the contract or
agreement; and
(4) The insurance afforded to such vendor
only applies to the extent permitted by
law.

4. Additional Insured - Limited Primary and Non-
contributory Provision
The following is added as a second paragraph to
Section IV Conditions, Condition 4. Other Insur-
ance, following paragraph b.(2):

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Page 3 of 7 ends

this policy by way of this MultiCover
endorse-
ment and have agreed in a written insured contract
that this insurance is primary and non-contribu-
tory with other insurance available to that addi-
tional insured, this insurance is primary and we
will not seek contribution from such additional
insured’s other insurance, provided that the addi-
tional insured is a Named Insured under such
other insurance.

5. Waiver of Subrogation

SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS, item 8., is deleted
and replaced by the following:

8. Transfer of Rights of Recovery Against Oth-
ers to Us and Blanket Waiver of Subrogation
a. If the insured has rights to recover all or
part of any payment we have made under
this Coverage Part, those rights are
transferred to us. The insured must do
nothing after the loss to impair those
rights. At our request, the insured will
bring
suit or transfer those rights to us
and help us enforce them.
b. If required by a written insured contract
executed prior to the occurrence or of-
fense, we waive any right of recovery we
may have against any person or organ-
ization named in such
insured contract ,
because of payments we make for injury
or damage arising out of your operations
or
your work for that person or organ-
ization.

6. Cancellation - 90 Days
Common Policy Conditions endorsement IL0017,
A. Cancellation, item 2.b. is deleted and replaced
by the following:
b. 90 days before the effective date of cancella-
tion if we cancel for any other reason.

7. Liberalization

SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS , the following is ad-
ded as an additional Condition:

Liberalization
If we adopt a change in our forms or rules which
would broaden the coverage provided by any form
that is a part of this policy without an extra
premium charge, the broader coverage will apply
to this policy. This extension is effective upon the
approval of such broader coverage in your state.

8. Fire, Explosion, Sprinkler Leakage, or Lightning
Legal Liability Coverage
A. SECTION I - COVERAGES, COVERAGE

A BODILY INJURY AND PROPERTY
DAMAGE LIABILITY, 2. Exclusions, the
last paragraph, is deleted and replaced by the
following:

Exclusions c. through n. do not apply to
damage by fire, explosion, sprinkler leakage,
or lightning to premises while:

1. Rented to you;

2. Temporarily occupied by you with the
permission of the owner; or

3. Managed by you under a written agree-
ment with the owner.

A separate limit of insurance applies to this
coverage as described in Section III - LIMITS
OF INSURANCE.

B. SECTION III - LIMITS OF INSURANCE,
item 6., is deleted and replaced by the follow-
ing:

6. Subject to 5. above, the Damage to
Premises Rented To You Limit shown
in the Declarations, for
property damage
to any one premises while rented to you,
or in the case of damage by fire, explo-
sion, sprinkler leakage, or lightning while
rented to you, temporarily occupied by
you with the permission of the owner,
or managed by you under a written
agreement with the owner, is the greater
of:
a. $1,000,000 Any One Premises; or
b. The Damage To Premises Rented
To You Limit shown in the Decla-
rations.

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C. SECTION IV - COMMERCIAL GEN-
ERAL LIABILITY CONDITIONS, 4.

Other Insurance, b. Excess Insurance, (1)(a),
items (i) and (iii), are deleted and replaced by
the following:
(i) That is Fire, Explosion, Sprinkler Leak-
age, or Lightning insurance for premises
while rented to you, temporarily occu-
pied by you with permission of the
owner, or managed by you under a writ-
ten agreement with the owner;
(iii) That is insurance purchased by you to
cover your liability as a tenant for
property damage to premises rented to
you, temporarily occupied by you with
the permission of the owner, or managed
by you under a written agreement with
the owner; or
D. SECTION V - DEFINITIONS, 9.

Insured
Contract , item a., is deleted and replaced by
the following:
(a) A contract for a lease of premises.

However, that portion of the contract for
a lease of premises that indemnifies any
person or organization for damage by
fire, explosion, sprinkler leakage, or
lightning to premises while rented to you,
temporarily occupied by you with per-
mission of the owner, or managed by you
under a written agreement with the
owner, is not an
insured contract ;

9. Damage to Invitees’ Automobiles from Falling
Trees or Tree Limbs - Limited Coverage
This coverage applies to direct physical damage to
automobiles owned by invitees subject to all of the
following:

1. Provided such damage originates from trees
on premises owned, managed, leased or rented
by an insured;

2. Coverage applies only to invitees of an in-
sured or an insured’s tenant;

3. Such damage is directly caused by wind-dri-
ven falling trees or tree limbs;

4. The most we will pay for any one loss is the
lowest of:
a. the actual cash value of the damaged au-
tomobile as of the time of the loss; or
b. the cost of repairing the damaged auto-
mobile; or
c. the cost of replacing the damaged auto-
mobile with another automobile of like
kind and quality.

Regardless of the number of occurrences,
losses or claims, this coverage is subject to a
limit of $25,000 in any one policy period;

5. This coverage is not subject to the General
Liability General Aggregate Limit; and

6. We will make payments under this coverage
without regard to fault.

10. Non-Owned or Chartered Watercraft

SECTION I - COVERAGES, COVERAGE A

BODILY INJURY AND PROPERTY DAM-
AGE LIABILITY, 2. Exclusions, item g. Aircraft,
Auto, or Watercraft, item (2), is deleted and re-
placed by the following:
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used for public transportation
or as a common carrier;

11. Chartered Aircraft

SECTION I - COVERAGES, COVERAGE A

BODILY INJURY AND PROPERTY DAM-
AGE LIABILITY, 2. Exclusions, g. Aircraft,
Auto Or Watercraft, item (6), is added as follows:
(6) An aircraft in which you have no ownership
interest and that you have chartered with
crew.

12. Coverage Territory - Broadened
SECTION V - DEFINITIONS, item 4.a., is de-
leted and replaced by the following:
a. The United States of America (including its
territories and possessions), Puerto Rico,
Canada, Bermuda, the Bahamas, The Cayman
Islands, and the British Virgin Islands;
CG7158 1-14
Copyright 2013, Fireman’s Fund Insurance Company, Novato, CA. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc., with

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13. Personal and Advertising Injury - Contractual
Unless personal and advertising injury is excluded
from this policy the following applies:

SECTION I - COVERAGES, COVERAGE B,

2. Exclusions, item e., is deleted.

14. Fellow Employee Coverage
SECTION II - WHO IS AN INSURED, 2.a.,
item (1) is deleted and replaced by the following:
(1)
Personal and advertising injury:

However, subsections (a), (b), (c) and (d) of item
(1) remain unchanged.

15. Bodily Injury Definition - Broadened
SECTION V - DEFINITIONS, 3. Bodily Injury
is deleted and replaced by the following:

Bodily injury means bodily injury, sickness or dis-
ease sustained by a person including death or
mental anguish resulting from any of these at any
time. Mental anguish means any type of mental
or emotional illness or disease.

16. Expected or Intended Injury - Amendment to Ex-
clusion
SECTION I. Coverage A Bodily Injury and Pro-
perty Damage Liability, 2. EXCLUSIONS, a. Ex-
pected or Intended Injury, is deleted and replaced
by the following:
a. Expected or Intended Injury
Bodily injury or property damage expected or
intended from the standpoint of the insured.

This exclusion does not apply to
bodily injury
or property damage resulting from the use of
reasonable force to protect persons or prop-
erty.

17. Unintentional Failure to Disclose Hazards

SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS, item 6. Representa-
tions, the following is added:
d. If you unintentionally fail to disclose any ha-
zards existing at the inception date of this
policy, we will not deny coverage under this
Coverage Form because of such failure.

However, this provision does not affect our
right to collect additional premium or exercise
our right of cancellation or non-renewal.

18. Supplementary Payments - Increased Limits

SECTION I - COVERAGES, SUPPLEMEN-

TARY PAYMENTS - COVERAGES A AND
B, items 1.b. and 1.d., are deleted and replaced by
the following:
b. The cost of bail bonds required because of
accidents or traffic law violations arising out
of the use of any vehicle to which the Bodily
Injury Liability Coverage applies. We do not
have to furnish these bonds.
d. All reasonable expenses incurred by the in-
sured at our request to assist us in the inves-
tigation or defense of the claim or
suit,
including substantiated loss of earnings up to
$500 a day because of time off from work.

19. Duties in the Event of an Occurrence, Offense,
Claim or Suit - Amended

SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS, item 2.a. is deleted
and replaced by the following:
(1) You must see to it that we or any licensed
agent of ours are notified of a General
Liability
occurrence or offense which may re-
sult in a claim as soon as practicable after it
becomes known to:
(a) You, if you are an individual;
(b) Your partner or member, if you are a
partnership or joint venture;
(c) Your member, if you are a limited liabil-
ity company;
(d) Your executive officer if you are an or-
ganization other than a partnership, joint
venture or limited liability company; or
(e) Your authorized representative or insur-
ance manager.

Knowledge of an
occurrence or offense by
persons other than those listed above does not
imply that those listed above also have such
knowledge.

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(2) To the extent possible, notice should include:
(a) How, when and where the occurrence or
offense took place;
(b) The names and addresses of any injured
persons and witnesses; and
(c) The nature and location of any injury or
damage arising out of the occurrence or
offense.

20. Non Employment Discrimination Liability
Unless personal and advertising injury is excluded
from this policy the following applies:

A. SECTION V - DEFINITIONS, 14. Personal
and advertising injury , item h. is added as fol-
lows:
h. Discrimination .

B. SECTION V - DEFINITIONS, item 23. is
added as follows:

23. Discrimination means the unlawful treat-
ment of a person or class of persons be-
cause of their specific race, color, religion,
gender, age, or national origin in com-
parison to one or more persons who are
not members of the specified class.

C. SECTION I - COVERAGES, COVERAGE

B PERSONAL AND ADVERTISING
INJURY LIABILITY, 2. Exclusions, the
following are added:
q.

Discrimination directly or indirectly re-
lated to the past employment, employ-
ment or prospective employment of any
person or class of persons by any insured;
r.

Discrimination directly or indirectly re-
lated to the sale, rental, lease or sublease
or prospective sale, rental, lease or sub-
lease of any dwelling or permanent lodg-
ing by or at the direction of any insured;
s.

Discrimination , if insurance thereof is
prohibited by law; or
t. Fines, penalties, specific performance, or
injunctions levied or imposed by a gov-
ernmental entity, governmental code,
law, or statute because of
discrimination.

21. Medical Payments
Unless COVERAGE C MEDICAL PAY-
MENTS, or the
products-completed operations
hazard has been excluded from this policy the fol-
lowing applies:

A. SECTION I - COVERAGES, COVERAGE
C MEDICAL PAYMENTS, 2. Exclusions,
item f., is deleted and replaced by the follow-
ing:
f.

Products-Completed Operations Hazard
Included within the products-completed
operations hazard . However, this exclu-
sion does not apply to expenses for den-
tal services.

B. Section I - COVERAGES, COVERAGE C
MEDICAL PAYMENTS, is amended to in-
clude item 3. as follows:

3. Limit of Insurance
The Medical Expense Limit of Insurance
shall be the greater of:
a. $20,000 Any One Person; or
b. The amount shown in the Declara-
tions.

All other terms and conditions of the policy apply.

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Richmond City CouncilSeptember 12, 2023

Richmond City Council
September 12, 2023