Richmond City Council
September 19, 2023

September 19, 2023

Police Department

DATE: September 19, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Bisa French, Chief of Police

Subject:

First Contract Amendment with Flock Group, Inc. to Add
Additional Cameras Throughout the City
FINANCIAL IMPACT: The proposed $405,500 expenditure is included within the approved fiscal year 2023-2024 budget and the
remaining annual charge of $330,000 will be included in future budget proposals – account string 01191021-
400209.

PREVIOUS COUNCIL
ACTION:

February 28, 2023

STATEMENT OF THE
ISSUE:

Based on budget appropriation and approval by City
Council, Richmond Police Department staff is proposing
a contract amendment with Flock Group, Inc. to provide
cameras throughout the City. The City currently
maintains 30 Automated License Plate Reader (ALPR)
cameras and would like to add an additional 70 ALPR
cameras and 40 Pan-Zoom-Tilt cameras at a number of
intersections and at known hot-spots with incidents of
illegal dumping.

RECOMMENDED ACTION:

APPROVE a first contract amendment with Flock Group,
Inc. in the amount of $748,500, including a $13,000
contingency, for a new total contract amount not to
exceed $998,100, for additional cameras to be installed and replaced throughout the City, for the term ending
February 28, 2026 – Police Department (Chief Bisa
French 510-621-1802).

AGENDA
REPORT
849

September 19, 2023

DISCUSSION:

On October 18th, 2022, the Richmond Police Department (RPD) issued a Request for Proposals (“RFP”) seeking quotes from qualified professionals to install approximately 30 stationary Automated License Plate Reader (“ALPR”) camera systems at strategic locations within the City of Richmond. Seven-hundred and ten (710) vendors were notified, and four (4) submitted proposals before the deadline of December 9, 2022. Two (2) of the bids received did not meet the RFP requirements (one submitted a letter of intent, and the other was above the budgeted amount of $100,000/year). RPD staff met with the two remaining vendors, Flock Group, Inc., and Utility Associates. After thorough research, discussion, and reference checks, the evaluation committee scored Flock Group, Inc. 295 points out of 300. The evaluation committee scored Utility Associates 185 out of a possible 300 points.

On February 28, 2023, the Richmond City Council unanimously authorized the approval of a three-year agreement with Flock Group, Inc. During Flock Group, Inc.’s first round of analysis, it reviewed the City of Richmond’s geographical layout and proposed camera locations to cover significant entry and exit points with considerations including sunlight, efficiency, LTE availability, and potential crime reduction impacts. Following the March 8, 2023 installation, the department has since achieved significant results with various cameras functionality. The cameras have provided greater efficiencies in tracking automobiles involved in crimes, as detailed in the following statistics:

850

September 19, 2023

851

September 19, 2023

City Council has praised the ALPR cameras serving Richmond and has discussed the possibilities of having the cameras be used for more than just Automated License Plate Reading (ALPR). During the budget presentation on June 6, 2023, the proposed expenditure of $253,500 was added to the Police departments general fund budget. The $253,500 expenditure was to fund 70 additional ALPR cameras, and to maintain the annual expenditure for the 30 ALPR cameras already installed.

On June 20, 2023, City Council reviewed the adoption of the Fiscal Year 2023-2024 budget which included the proposal to add an additional $200,000 expenditure to fund 40 Pan-Tilt-Zoom cameras, the budget was adopted. In total, City Council authorized expenditures by the Richmond Police Department in the amount of $375,000 to fund an additional 110 cameras. To move forward with City Council’s budgetary priorities, RPD staff proposes installing the additional cameras in other high-crime/high-traffic, geographic locations, including those that are currently served by our CCTV cameras.

These cameras have now reached their end of life (the average cost to replace the defunct equipment is about $9,000 to $12,000 per camera). The department wishes to replace the outmoded camera equipment with the new Flock Falcon (CCTV camera) instead, because it can work in conjunction with Flock Safety’s ALPR system. This will create significant investigation efficiencies, allowing officers to more quickly search the digital evidence in the ALPR and CCTV records in one platform.

852

September 19, 2023
In addition to the ALPR cameras, the Richmond Police Department will also be adding Flock Condor Pan-Tilt-Zoom (PTZ) cameras. These cameras offer a wider range of capabilities than the ALPR cameras, including live video, recording, and remote pan-tilt- zoom. This makes them ideal for use in open areas and for enhanced investigative purposes. The Condor PTZ cameras will be used to supplement the ALPR cameras and provide the police department with a more comprehensive view of the city. They can be used to monitor traffic, identify suspects, and gather evidence for investigations.

Condor Falcon PTZ cameras have several benefits including:

 Expeditious remote crime deterrence and resolution without hardware inefficiencies or on-site software maintenance issues
o Streamlined operations with a 100 percent cloud-based solution, eliminating the need for servers or IT assistance
 Maintenance-free, reliable performance
o Eliminate downtime and reactive fixes with proactive (hardware) health monitoring and maintenance services
 All-Inclusive Capabilities
o Enhance safety through a single vendor, including hardware, installation, and cellular data
 Remote Pan-Tilt-Zoom Controls
o Get a comprehensive live view during critical incidents with remote PTZ controls
 Replacement of current CCTV cameras
o Condor PTZ cameras would replace existing CCTV cameras that require maintenance at the city’s expense and constant monitoring from one central location

853

September 19, 2023
Flock Group’s Background

Flock Group, Inc. is based in Atlanta, Georgia, with a mission to assist police departments and the communities they serve to reduce crime. Flock Group, Inc. camera systems are in over 1,200 cities in 38 states and 600 police departments across the country including a number of Bay Area cities.

Flock Group, Inc. public safety operating system helps communities and law enforcement professionals in 1,200+ cities work together to eliminate crime, protect privacy, and mitigate bias. It builds devices that capture objective evidence and use machine learning to detect, decode, and deliver unbiased investigative leads to law enforcement. Their proprietary devices are solar powered, utilizing cloud-based software and are infrastructure-free. Flock Group, Inc. Automatic License Plate Reading cameras have unique and proprietary machine learning technology that detects the movement of a vehicle, allowing the camera to capture distinguishing features, shapes, sizes, and other tangible and significant features
that would help detectives solve a crime. Flock
Group, Inc.’s software platform is web-based and
user-friendly, allowing detectives to search the
database based on dates, times, regions, vague
vehicle descriptions, license plates, bumper
stickers, roof racks, and many more unique
features besides the license plate.

The use of ALPR technology has rapidly spread
in neighboring communities and around the
nation. The hope is that such a system, along with other enforcement efforts, will contribute to investigative efficacy and efficiency. The technology could assist in clearing crimes while minimizing a policing footprint. By knowing which vehicle is involved in criminal activity, efforts can be focused on that specific vehicle to develop investigative leads and to further support RPD’s intent to focus on intelligence led deployment.

Intelligence led strategies require timely and data driven technology. ALPR technology could provide that information and help mitigate the number of investigated vehicle stops. Most importantly, this technology automates a time consuming, manual process that officers routinely complete during their daily operations. It significantly improves effectiveness in identifying vehicles of interest among the hundreds or thousands observed during routine patrol. Without ALPRs, officers are not easily able to determine if a particular plate is associated with a stolen car or a particular crime or warrant.

However, with the ALPRs, the system will alert the officer of a finding on a particular car as soon as the plate is scanned entering or leaving the city.

Not only is this system more efficient, but it frees up officers’ time for other duties, including routine patrol in the rest of the city and/or special assignments. This is particularly important during times of high call volumes. In addition to freeing up officers’ 854

September 19, 2023
time, ALPR can improve officer safety by providing critical information regarding the nature of the identified offense in advance of the officer contacting the occupant(s) of the vehicle.

Just as importantly, ALPR can generate a record of vehicle sightings, complete with time, date, and geographic location information for each observation, which may bolster other evidence, including eyewitness testimony, in a criminal proceeding. The system uses the retained data and has analytical tools to assist officers and investigators in intelligence gathering and crime solving. This data can substantially enhance RPD’s investigative capabilities.

To ensure operational use is limited to concrete investigative need, current RPD policy clearly outlines the permitted/impermissible use criteria. For example, no information will be shared with Immigration and Customs Enforcement (ICE) for immigration investigations or immigration enforcement. Additionally, Flock has several safeguards to protect privacy including:

 A focus on objective evidence: vehicles and license plates. Flock captures car features (make, model, color, license plate, state of the plate, and timestamp) and do not record any personally identifiable information such as names, addresses, or phone numbers.
 Flock does not use facial recognition technology of any kind.  Agencies own their data entirely. Flock Group, Inc. does not sell the data to any third parties.
 Since the Agency owns its data, a limited license grant is required for Flock Group, Inc. to use the data; however, this use is strictly limited to what is necessary for Flock Group, Inc. to provide services.
 Criminal Justice Information Services (“CJIS”) footage is stored, secured, and encrypted in AWS Government Cloud and automatically deleted every thirty (30) days on a rolling basis.
 Flock Group, Inc. cameras take photos, and there is no live feed. Flock Group, Inc. does not monitor the system and is not used for surveillance.  Flock Group, Inc. does not work in any capacity for traffic enforcement, unpaid fines, or speeding violations, nor do we work with any immigration services.  Flock Group, Inc. provides an audit trail of searches for accountability purposes.

Seven (7) Homeowner Associations (HOAs) in the City of Richmond currently have Flock Group, Inc. cameras in their communities. Those five (5) HOAs now deploy 27+ Flock Group, Inc. cameras in the City of Richmond. The HOAs have executed a no-cost Memorandum of Understanding (MOU) which allows Flock Group, Inc. access to the HOAs’ cameras to assist in the Department’s criminal investigations.

Local law enforcement agencies which use Flock Group, Inc. cameras include Hercules, Vallejo, San Ramon, Fairfield, Danville, Oakley, Vacaville, Benicia, and others throughout the Bay Area. These agencies have also agreed to share their data with 855

September 19, 2023
Richmond PD. Detectives have been actively using Flock Group, Inc. during their investigations, and the findings have led to successful convictions.

Flock will provide the cameras and software under a subscription model that will include the hardware, hardware maintenance, software, software updates, LTE connectivity, solar panels, mounting poles, mounting equipment, and monitoring. The cameras and software can support unlimited users that the designated administrator will easily manage and viewing footage can be done from anywhere – not just in the CCTV room located at the Police Department.

Financial Impact

RPD staff is asking for additional contract funding of $735,500 which will support the addition of 70 Automated License Plate Reader cameras and 40 Pan-Tilt-Zoom cameras. Additionally, RPD staff is asking for a contingency amount of $13,000 to replace damaged camera’s, housing, poles, etc. of Flock Group, Inc. leased equipment ($1,300 is the average cost of replacing a pole and camera).

DOCUMENTS ATTACHED:

Attachment 1 – Executed Contract
Attachment 2 – FLOCK Contract Amendment Form
856

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.

POLICE

ERIC TAM
[email protected]
(510) 621-1819
15800
6423
Automated License Plate Reader System (ALPR) to include hardware, mounting equipment, maintenance and replacement services, and SaaS services.

Flock Group Inc.
1170 Howell Mill Rd. NW Ste 210
Atlanta, GA 30318
Kyle Egkan
(714) 469-0389
[email protected]
March 1, 2023
February 28, 2026
249,600.00
✔
DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 857

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
Flock Group Inc.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 3/8/2023
General Counsel
3/2/2023
Chief Financial Officer
Mayor
858
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:

Police Department
Please refer to the Flock Group Inc. Services Agreement Order Form, Exhibit G; and, the Flock Safety FAQs, Exhibit H.

Flock Group Inc.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 859
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.

ERIC TAM
Flock Group Inc.

POLICE

ERIC TAM
DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 860
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:

Flock Group Inc.

Flock Group Inc.

ERIC TAM
1701 Regatta Blvd.

Kyle Egkan
1170 Howell Mill Rd. NW Ste 210
Atlanta, GA 30318
DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 861
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, DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 862
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: 6F73EEB9-F443-4063-9066-16C648E8F4AB 863
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.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 864
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: 6F73EEB9-F443-4063-9066-16C648E8F4AB 865
General Conditions/EJ/TE 01-19-11 5 of 13

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

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

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

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

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 866
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: 6F73EEB9-F443-4063-9066-16C648E8F4AB 867
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: 6F73EEB9-F443-4063-9066-16C648E8F4AB 868
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: 6F73EEB9-F443-4063-9066-16C648E8F4AB 869
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: 6F73EEB9-F443-4063-9066-16C648E8F4AB 870
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.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 871
General Conditions/EJ/TE 01-19-11 11 of 13

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 872
General Conditions/EJ/TE 01-19-11 12 of 13

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

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

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

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

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

39. Performance and Final Acceptance.

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

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 873
General Conditions/EJ/TE 01-19-11 13 of 13

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

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

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 874
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):

41. Sanctuary City Contracting Ordinance (SCCO) -- The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S.

Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit H, prior to the execution of this Agreement.

Flock Group Inc.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 875
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.

Flock Group Inc.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 876
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 1 of 4

Revised: September 2011

In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, 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, 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) including coverage for bodily and personal injury, property damage, and products and completed operations.

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

3. Original and Separate Additional Insured Endorsements 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 and Builder’s Risk/ Course of Construction Insurance.

6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)

7. Contractor’s Pollution Liability (if applicable for Construction Contractors)

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 Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 877
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 2 of 4

Revised: September 2011

PROJECT COST R EQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)

Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).

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.

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

Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.

(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.

The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.

Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:

HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.

Same limits as General Liability.

Required Policy Conditions
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.

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 but not limited to 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. The endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 878
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 3 of 4

Revised: September 2011
Additional Insured Endorsement
(continued)

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 and Builder’s Risk/ Course of Construction coverage 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.

Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.

SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:

1. A Bid bond

2. A Performance Bond

3. A Payment Bond

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 coverages and cover those insured in the underlying policies.

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.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 879
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 4 of 4

Revised: September 2011

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin . The City
of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

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

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

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

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

Cancellation

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

Reporting Requirements

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

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

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 880

FLOCK GROUP INC.

SERVICES AGREEMENT

ORDER FORM

This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. (“Flock”) and the customer identified below (“Agency”) (each of Flock and Customer, a ”Party”). This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY AGREEMENT” attached (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations .

The Agreement will become effective when this Order Form is executed by both Parties (the “ Effective Date”).

Agency: CA - Richmond PD

Legal Entity Name: \FSLegalEntityName{r}\
Contact Name: Eric Tam
Address:
1701 Regatta Boulevard
Richmond, California 94804

Phone: 510-621-1819
E-Mail: [email protected]

Expected Payment Method:
\FSExpectedPaymentMethod1\
Billing Contact: \FSBillingContact1\
(if different than above)

Initial Term: 36 months
Renewal Term: 36 months
Billing Term: Invoice Plan payment due Net 30 per
terms and conditions

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 881

Professional Services and One-Time Purchases

Name Price/Usage Fee QTY Subtotal
Professional Services - Standard Implementation Fee $350.00 21.00 $7,350.00 Professional Services - Advanced Implementation
Fee
$750.00 9.00 $6,750.00

Hardware and Software Products
Annual recurring amounts over subscription term

Name Price/Usage Fee QTY Subtotal
Falcon $2,500.00 30.00 $75,000.00
Flock Safety Advanced Search $3,500.00 1.00 $3,500.00

Subtotal Year 1: $92,600.00
Subscription Term: 36 Months
Annual Recurring Total: $78,500.00
Estimated Sales Tax: $0.00
Total Contract Amount: $249,600.00

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 882

I have reviewed and agree to the Customer Implementation Guide on Schedule B at the end of this agreement.
\FSInitials1\

By executing this Order Form, Agency represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Agency: CA - Richmond PD

By:
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By:
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Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 883

GOVERNMENT AGENCY AGREEMENT

This Government Agency Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 (“ Flock”) and the police department or government agency identified in the signature block of the Order Form (“Agency”) (each a “Party,” and together, the “Parties”).

RECITALS

WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plates, video and audio detection through Flock’s technology platform (the “Flock Service”), and upon detection, the Flock Services are capable of capturing audio, video, image, and recording data and can provide notifications to Agency upon the instructions of Non-Agency End User (as defined below) (“Notifications”);

WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, including those from Non-Agency End Users of the Flock Service (where there is an investigative or bona fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users;

WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, excluding Wing Rep lay which is deleted after seven (7) days. Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorial/administrative purposes; and

WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations by police departments, and archiving for evidence gathering (“Permitted Purpose”).

AGREEMENT

NOW, THEREFORE, Flock and Agency agree that this Agreement, and any addenda attached hereto or referenced herein, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross -referenced in this Section 1.

1.1 “Advanced Search” means the provision of Services, via the web interface using Flock’s software applications, which utilize advanced evidence delivery capabilities including convoy analysis, multi -geo search, visual search, cradlepoint integration for automatic vehicle location, and common plate analysis.

1.2 “Agency Data” means the data, media and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage.

1.3 “Agency Generated Data” means the messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, other information or materials posted, uploaded, displayed, published, distributed, transmitted, broadcasted, or otherwise made available on or submitted through the Wing Suite.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 884

1.4. “Agency Hardware” means the third-party camera owned or provided by Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.5. “Aggregated Data” means information that relates to a group or category of individuals, from which any potential individuals’ personal identifying information has been permanently “anon ymized” by commercially available standards to irreversibly alter data in such a way that a data subject (i.e., individual person or impersonal entity) can no longer be identified directly or indirectly.

1.6 “Authorized End User(s)” means any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.

1.7 “Deployment Plan” means the strategic geographic mapping of the location(s) and implementation of Flock Hardware, and/or other relevant Services required under this Agreement.

1.8 “Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance with the terms of this Agreement.

1.9 “Embedded Software” means the software and/or firmware embedded or preinstalled on the Flock Hardware or Agency Hardware.

1.10 “Falcon Flex” means an infrastructure-free, location-flexible license plate reader camera that enables the Agency to self-install.

1.11 “Flock Hardware” means the Flock cameras or device, pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Flock Services.

1.12 “Flock IP” means the Services, the Documentation, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing.

1.13 “Flock Safety Falcon™” means an infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

1.14 “Flock Safety Raven™” means an audio detection device that provides real-time alerting to law enforcement based on programmed audio events such as gunshots, breaking glass, and street racing.

1.15 “Flock Safety Sparrow™” means an infrastructure-free license plate reader camera for residential roadways that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 885

1.17 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Agency Hardware in the course of and provided via the Services.

1.18 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national data (i.e. NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

1.19 “Implementation Fee(s)” means the monetary fees associated with the Installation Services, as defined below.

1.20 “Installation Services” means the services provided by Flock for installation of Agency Hardware and/or Flock Hardware, including any applicable installation of Embedded Software on Agency Hardware.

1.21 “Non-Agency End User(s)” means any individual, entity, or derivative therefrom, authorized to use the Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar) of this Agreement.

1.22 “Services” or “Flock Services” means the provision, via the Web Interface, of Flock’s software applications for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.23 “Support Services” means Monitoring Services, as defined in Section 2.10 below.

1.24 “Usage Fee” means the subscription fees to be paid by the Agency for ongoing access to Services.

1.25 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services, in accordance with the terms of this Agreement.

1.26 “Wing Suite” means the Flock interface which provides real-time access to the Flock Services, location of Flock Hardware, Agency Hardware, third-party cameras, live-stream video, Wing Livestream, Wing LPR, Wing Replay, alerts and other integrations.

1.27 “Wing Livestream” means real-time video integration with third-party cameras via the Flock interface.

1.28 “Wing LPR” means software integration with third-party cameras utilizing Flock’s Vehicle Fingerprint Technology™ for license plate capture.

1.29 “Wing Replay” means enhanced situational awareness encompassing Footage retention, replay ability, and downloadable content from Hot Lists integrated from third-party cameras.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 886

1.30 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non -exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Agency’s designated administrator, listed on the Order Form, and any Authorized End Users to access and download via the Web Interface for thirty (30) days.

Authorized End Users will be required to sign up for an account and select a password and username (“User ID”).

Flock will also provide Agency with the Documentation to be used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and an y act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services available to Agency and Authorized End Users. Warranties provided by said third party service providers are the agency’s sole and exclusive remedy and Flock’s sole and exclusive liability with regard to such third-party services, including without limitation hosting the Web Interface. Agency agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Agency from time to time.

2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non - exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Flock Hardware or Agency Hardware; in each case, solely as necessary for Agency to use the Services.

2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non- exclusive, non-transferable right and license to use the Documentation during the Term in connection with its use of the Services as contemplated herein, and under Section 2.5 below.

2.4 Wing Suite License. Subject to all terms of this Agreement, Flock grants Agency a limited, non -exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Wing Suite software and interface.

2.5 Usage Restrictions.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 887

2.5.1 Flock IP. The permitted purpose for usage of the Flock Hardware, Agency Hardware, Documentation, Services, support, and Flock IP are solely to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government agency (“Permitted Purpose”). Agency will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repa ir any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Services or Flock IP; (vi) use the Services, support, Flock Hardware, Documentation, or the Flock IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Agency’s rights under Sections 2.1, 2.2, 2.3, or 2.4.

2.5.2. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that title to any Flock Hardware does not pass to Agency upon execution of this Agreement. Except for Falcon Flex products, which are designed for self-installation, Agency is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event Agency is found to engage in any of the restricted actions of this Section 2.5.2, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material breach by Agency.

2.6 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly grant ed by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. There are no implied rights.

2.7 Suspension.

2.7.1 Service Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP by Agency; (b) Agency’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP f or fraudulent or illegal activities; (d) Agency has violated any term of this provision, including, but not limited to, utilizing the Services for DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB888

anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Agency’s account (“Service Suspension”). Agency shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit.

2.7.2 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (b) any third -party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Agency and to provide updates regarding resumption of access to Flock Services. Flock will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Agency or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Agency’s direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day) prorated for the proportion of cameras on the Agency’s account that have been impacted. For example, in the event of a Service Interruption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the end of the Term.

2.8 Installation Services.

2.8.1 Designated Locations. For installation of Flock Hardware, excluding Falcon Flex products, prior to performing the physical installation of the Flock Hardware, Flock shall advise Agency on the location and positioning of the Flock Hardware for optimal license plate image capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and angle of the Flock Hardware (“ Designated Location”) and collaborate with Agency to design the Deployment Plan confirming the Designated Locations. Flock shall have final discretion on location of Flock Hardware. Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency’s delay in confirming Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits read y, if necessary. After installation, any subsequent changes to the Deployment Plan (“Reinstalls”) will incur a charge for Flock’s then- current list price for Reinstalls, as listed in the then-current Reinstall policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment fees. For clarity, Agency will receive prior notice and provide approval for any such fees. These changes include but are not limited to re -positioning, adjusting of the mounting, re-angling, removing foliage, replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like. Flock shall have full discretion on decision to reinstall Flock Hardware.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB889

2.8.2 Agency Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. Although Flock Hardware is designed to utilize solar power, certain Designated Locations may require a reliable source of 120V or 240V AC power. In the event adequate solar power is not available, Agency is solely responsible for costs associated with providing a reliable source of 120V or 240V AC power to Flock Hardware. Flock will provide solar options to supply power at each Designated Location. If Agency refuses recommended solar options, Agency waives any reimbursement, tolling, or credit for any suspension period of Flock Services due to low solar power. Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process of installation of cameras or AC power; (ii) any federal, state, or local taxes including property, license, privilege, sales, use, excise, gross receipts, or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Flock Hardware, its use (excluding tax exempt entities), or (iii) any other supplementary cost for services performed in connection with installation of the Flock Hardware, including but not limited to contractor licensing, engineered drawings, rental of specialized equipment, or vehicles, third-party personnel (i.e. Traffic Control Officers, Electricians, State DOT-approved poles, etc., if necessary), such costs to be approved by the Agency (“ Agency Installation Obligations”). In the event that a Designated Location for Flock Hardware requires permits, Flock may provide the Agency with a temporary alternate location for installation pending the permitting process. Once the required permits are obtained, Flock will relocate the Flock Hardware from the temporary alternate location to the permitted location at no additional cost. Without being obligated or taking any responsibility for the foregoing, Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third party requires Flock to pay. Agency represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such ins tallation.

2.8.3 Flock’s Obligations. Installation of Flock Hardware shall be installed in a workmanlike manner in accordance with Flock’s standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are confirmed. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Following the initial installation of the Flock Hardware and any subsequent Reinstalls or maintenance operations, Flock’s obligation to perform installation work shall cease; however, for the sole purpose of validating installation, Flock will continue to monitor the performance of Flock Hardware for the length of the Term and will receive access to the Footage for a period of seven (7) business days after the initial installation for quality control and provide any necessary maintenance. Labor may be provided by Flock or a third-party. Flock is not obligated to install, reinstall, or provide p hysical maintenance to Agency Hardware. Notwithstanding anything to the contrary, Agency understands that Flock will not provide installation services for Falcon Flex products.

2.8.4 Ownership of Hardware. Flock Hardware shall remain the personal property of Flock and will be removed upon the natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency default on any DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 890

payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Agency’s default and Flock shall have the right to enforce any other legal remedy or right.

2.9 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock’s price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazar dous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless.

2.10 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations (“ Monitoring Services”).

Flock will use commercially reasonable efforts to respond to requests for support. Flock will provide Agency with reasonable technical and on-site support and maintenance services (“On-Site Services”) in-person or by email at [email protected], at no additional cost. Notwithstanding anything to the contrary, Agency is solely responsible for installation of Falcon Flex products. Agency further understands and agrees that Flock will not provide monitoring services or on-site services for Falcon Flex.

2.11 Special Terms. From time to time, Flock may offer certain special terms related to guarantees, service and support which are indicated in the proposal and on the Order Form and will become part of this Agreement, upon Agency’s prior written consent (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

2.12 Upgrades to Platform. Flock may, in its sole discretion, make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock’s products or services to its agencies, (b) the competitive strength of, or market for, Flock’s products or services, (c) such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such upgrades are necessary from time to time and will not materially change any terms or conditions within this Agreement.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person’s name with the intent to impersonate that person. Agency may not transfer its account to anyone else without prior written permission of Flock. Agency DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 891

will not share its account or password with anyone and must protect the security of its account and passwo rd. Unless otherwise stated and defined in this Agreement, Agency may not designate Authorized End Users for persons who are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency -issued email addresses for the creation of their User ID. Agency is responsible for any activity associated with its account.

Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services.

3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or audio content. Although Flock has no obligation to monitor Agency ’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. CONFIDENTIALITY; AGENCY DATA

4.1 Confidentiality. To the extent allowable by applicable FOIA and state-specific Public Records Acts, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Agency includes non-public data provided by Agency to Flock or collected by Flock via the Flock Hardware or Agency Hardware, to enable the provision of the Services, which includes but is not limited to geolocation information and environmental data collected by sensors . The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event will a Party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock’s use of the Proprieta ry Information may include processing the Proprietary Information to send Agency alerts, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 892

Party reasonable prior notice of such disclosure to contest such order. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/o r third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Flock may store deleted Footage in order to comply with certain legal obligations, but such retained Footage will not be retrievable without a valid court order.

4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty-free, worldwide license to (i) use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.10 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Data as a part of the Aggregated Data, (ii) disclose the Agency Data (both inclusive of any Footage) to enable law enforcement monitoring for elected law enforcement Hotlists as well as provide Footage search access to law enforcement for investigative purposes only, and (iii) and obtain Aggregated Data as set forth below in Section 4.5. As between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non-Agency End Users will share all right, title and interest in the Non-Agency End User Data. This Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older than t hirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion. Notwithstanding the foregoing, Flock automatically deletes Wing Replay after seven (7) days, during which time Agency may view, save and/or transmit such data to the relevant government agency prior to deletion. Flock does not own and shall not sell Agency Data.

4.3 Agency Generated Data in Wing Suite. Parties understand that Flock does not own any right, title, or interest to third-party video integrated into the Wing Suite. Flock may provide Agency with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Wing Suite, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Agency. Agency shall retain whatever legally cognizable right, title, and interest that Agency has in Agency Generated Data. Agency understands and acknowledges that Flock has no obligation to monitor or enforce Agency’s intellectual property rights to Agency Generated Data. To the extent legally permissible, Agency grants Flock a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Generated Data for the sole purpose of providing Flock Services. Flock does not own and shall not sell Agency Generated Data.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 893

4.4 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agent s and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

4.5 Aggregated Data. Flock shall have the right to collect, analyze, and anonymize Agency Data and Agency Generated Data to create Aggregated Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Agency hereby grants Flock a non -exclusive, worldwide, perpetual, royalty-free right (during and after the Term hereof) to use and distribute such Aggregated Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts. Parties understand that the aforementioned license is required for continuity of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not sell Aggregated Data.

5. PAYMENT OF FEES

5.1.1 Software Product Fees. For Order Forms listing Wing Suite, Advanced Search and other software-only products, Agency will pay Flock the fees for the Initial Term (as described on the Order Form attached hereto) on or before the 30th day from the date of invoice. For any Renewal Terms, Agency shall pay invoice on or before the 30th day from the date of renewal invoice.

5.1.2 Hardware Product Fees. For Order Forms listing Falcon, Sparrow, Raven and Falcon Flex products, Agency will pay Flock fifty percent (50%) of the fees for the Initial Term as set forth on the Order Form on or before the 30 th day from date of invoice. Upon commencement of installation, Flock will issue an invoice for twenty -five percent (25%) of total fees, and Agency shall pay on or before 30 th day following date of invoice. Upon completion of installation, Flock will issue an invoice for the remaining balance and Agency shall pay on or before 30 th day following date of final invoice. Flock is not obligated to commence the Installation Services unless and until the first payment has been made and shall have no liability resulting from any delay related thereto. For any Renewal Terms, Agency shall pay the total invoice on or before the 30th day from the date of renewal invoice.

5.2 Notice of Changes to Fees. Flock reserves the right to change the fees or applicable charges and to institute new charges and fees on subsequent terms by providing sixty (60) days’ notice prior to the end of such Initial Term or Renewal Term (as applicable) to Agency (which may be sent by email).

5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for invoices must be received by Flock thirty (30) days after the receipt of invoice. If Agency is a non-tax-exempt entity, Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Flock’s net income. If Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 894

receive an adjustment or credit. Agency acknowledges and agrees that a failure to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a result of such billing error.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form and shall commence at the time outlined in this section below (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. a. For Wing Suite products: the Term shall commence upon execution of this Agreement and continue for one (1) year, after which, the Term may be extended by mutual consent of the Par ties, unless terminated by either Party. b. For Falcon and Sparrow products: the Term shall commence upon first installation and validation of Flock Hardware.
c. For Raven products: the Term shall commence upon first installation and validation of Flock Hardwar e. d. For Falcon Flex products: the Term shall commence upon execution of this Agreement. e. For Advanced Search products: the Term shall commence upon execution of this Agreement.

6.2 Termination for Convenience. At any time during the agreed upon Term, either Party may terminate this Agreement for convenience. Termination for convenience of the Agreement by the Agency will be effective immediately. Termination for convenience by Agency will result in a one -time removal fee of $500 per Flock Hardware. Termination for convenience by Flock will not result in any removal fees. Upon termination for convenience, a refund will be provided for Flock Hardware, prorated for any fees for the remaining Term length set forth previously. Wing Suite products and Advanced Search are not subject to refund for early termination. Flock will provide advanced written notice and remove all Flock Hardware at Flock’s own convenience, within a commercially reasonable period of time upon termination. Agency’s termination of this Agreement for Flock’s material breach of this Agreement shall not be considered a termination for convenience for the purposes of this Section 6.2.

6.3 Termination. Notwithstanding the termination provisions in Section 2.5.2, in the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period. Either Party may terminate this Agreement, without notice, (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. Upon termination for Flock’s material breach, Flock will refund to Agency a pro-rata portion of the pre-paid fees for Services not received due to such termination.

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB895

6.4 No-Fee Term. Flock will provide Agency with complimentary access to Hotlist alerts, as further described in Section 4.2 (“No-Fee Term”). In the event a Non-Agency End User grants Agency access to Footage and/or notifications from a Non-Agency End User, Agency will have access to Non-Agency End User Footage and/or notifications until deletion, subject to a thirty (30) day retention policy for all products except Wing Replay, which is subject to a seven (7) day retention policy. Flock may, in their sole discretion, provide access or immediately terminate the No-Fee Term. The No-Fee Term will survive the Term of this Agreement. Flock, in its sole discretion, can determine to impose a price per No-Fee Term upon thirty (30) days’ notice to Agency. Agency may terminate any No-Fee Term or access to future No-Fee Terms upon thirty (30) days’ notice.

6.5 Survival. The following Sections will survive termination: 2.5, 2.6, 3, 4, 5, 6.4, 7.3, 7.4, 8.1, 8.2, 8.3,

8.4, 9.1 and 9.6.

7. REMEDY; WARRANTY AND DISCLAIMER

7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Agency must notify Flock’s technical support as described in Section 2.10 above. If Flock is unable to correct the Defect, Flock shall, or shall instruct one of its contractors to repair or replace the Flock Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Flock Hardware provided that such inspection and test shall occur within a commercially reasonable time, but no longer than seven (7) business days after Agency notifies the Flock of a known Defect. In the event of a Defect, Flock will repair or replace the defective Flock Hardware at no additional cost to Agency. Absent a Defect, in the event that Flock Hardware is lost, stolen, or damaged, Agency may request that Flock replace the Flock Hardware at a fee according to the then -current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost, damaged or stolen Flock Hardware, however, Agency understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen Flock Hardware and that Floc k will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted. Flock is under no obligation to replace or repair Flock Hardware or Agency Hardware.

7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency has misused the Flock Hardware, Agency Hardware, or Service in any manner.

7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 896

other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT

MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6.

7.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of Flock’s business risk. Certificates of Insurance can be provided upon request.

7.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-Party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, weather conditions or acts of hackers, internet service providers or any other third Party acts or omissions. Force Majeure includes the novel coronavirus Covid -19 pandemic, and the potential spread of variants, which is ongoing as of the date of the execution of this Agreement.

8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY

8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS

SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),

OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE

RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR

TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE , STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE

OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR

COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE

CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 897

ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE B Y AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR

OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABI LITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6.

8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK’S AGGREGATE LIABILITY, IF

ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO-FEE TERM AS DESCRIBED IN SECTION 6.4 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties acknowledge and agree that the essential purpose of this Section 8.2 is to allocate the risks under the No-Fee Term described in Section 6.4 and limit potential liability given the aforementioned complimentary service, which would have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has relied on these limitations in determining whether to provide the complementary No-Fee Term. The limitations set forth in this Section 8.2 shall not apply to claims or damages resulting from Flock’s other obligations under this Agreement.

8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees.

9. INDEMNIFICATION
Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, set tlements and expenses in connection with any claim or action that arises from an alleged violation of Section 3.1, a breach of this Agreement, Agency’s Installation Obligations, Agency’s sharing of any data in connection with the Flock system, Flock employees or agent or Non-Agency End Users, or otherwise from Agency’s use of the Services, Flock Hardware, Agency Hardware and any Embedded Software, including any claim that such actions violate any applicable law or third Party right. Although Flock has no obligation to monitor Agency’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Section 3.1 or this Agreement.

10. MISCELLANEOUS

10.1 Compliance With Laws. The Agency agrees to comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 898

subpoena request(s). In the event Flock is legally compelled to comply with a judicial order, subpoena, or government mandate, to disclose Agency Data or Agency Generated Data, Flock will provide Agency with notice.

10.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

10.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's asse ts or to any successor by way of merger, consolidation or similar transaction.

10.4 Entire Agreement. This Agreement, together with the Order Form(s), the then-current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule), Deployment Plan(s), and any attached addenda are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail.

10.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of t his Agreement and Agency does not have any authority of any kind to bind Flock in any respect whatsoever. Flock shall at all times be and act as an independent contractor.

10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State in which the Agency is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Agency is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

10.7 Publicity. Upon prior consent from Agency, Flock has the right to reference and use Agency’s name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock’s website.

10.8 Export. Agency may not remove or export from the United States or allow the export or re -export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in Federal Acquisition Regulation (“FAR”), section 2.101, the Services, the Flock Hardware and Documentation are “commercial items” and DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 899

according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

10.10 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.

10.11 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]

AGENCY NOTICES ADDRESS:

ADDRESS:
/FlockAgencyNoticeAddress1/

ATTN: /FlockAgencyNoticeAttention1/
EMAIL: /FlockAgencyNoticeEmail1/
DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 900
a. "Data
Brok er” means either of the following:
i. The collection of information, including personal information about consumers, from a wid
e variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultima
tely used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar serv
ices."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time
during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's fa ilure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foreg oing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)

EXHIBIT H

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understand s and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:

DocuSign Envelope ID: 6F73EEB9-F443-4063-9066-16C648E8F4AB 901

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Project Manager:

Project Manager E-mail:

Project Manager Phone No:

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

Description of Services:

Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)

Term, Payment Limit and Service Plan
Payment Limit and Service Plan

Term and Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

POLICE
Capt. John Lopez
[email protected]
(510) 620-6940
15800
Automated License Plate Reader System (ALPR) and Pan-Tilt-Zoom (PTZ) cameras to include hardware, mounting equipment, maintenance and replacement services, and SaaS services. ✔
✔
1 Flock Group Inc.
1170 Howell Mill Rd. NW Ste 210
Atlanta, GA 30318
Jake Sherman
(818) 746-7444
[email protected]
40064321
December 31, 2023
✔
February 28, 2023
March 1, 2023
February 28, 2026
249,600.00
902
Contract Amendment/EJ/TE 09-26-07

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

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

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

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

CITY OF RICHMOND, CALIFORNIA
a municipal corporation

By _______________________

Title:

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

By _______________________
City Clerk

Approved as to form:

By_______________________
City Attorney

List of Attachments:

1. Amendment Provisions

2. Updated Insurance Certificates

CONTRACTOR:

______________________________

(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)

By____________________________

Title:________________________

(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)

By:___________________________

Title:________________________

(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President
and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.

Flock Group Inc.
903
Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)

1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:

"3. Payment Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $ including expenses."

“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”

2. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Contract Amendment/EJ/TE 9-26-07

1 Flock Group Inc.
748,500.00
998,100.00
Please refer to the attached proposal in Exhibit A-1.

A $13,000 contingency is being added to the proposal amount to cover damaged camera replacements.

904
Flock Safety + CA - Richmond PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:

Jake Sherman
[email protected]
8187467444
Created Date: 08/01/2023
Expiration Date: 07/08/2023
Quote Number: Q-36073
PO Number:

EXHIBIT A-1
905

Budgetary Quote
This document is for informational purposes only. Pricing is subject to change.

Bill To: 1701 Regatta Boulevard Richmond, California 94804 Ship To: 1701 Regatta Boulevard Richmond, California 94804

Billing Company Name: CA - Richmond PD Subscription Term: 24 Months Billing Contact Name: Payment Terms: Net 30
Billing Email Address: Retention Period: 30 Days
Billing Phone: Billing Frequency: Annual Plan - First Year Invoiced at Signing.

Hardware and Software Products
Annual recurring amounts over subscription term

Item Cost Quantity Total
Flock Safety Platform $330,000.00
Flock Safety Flock OS
FlockOS ™ Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 70 Included
Flock Safety Video Products
Flock Safety Condor ™ PTZ w/ LTE Service Included 40 Included

Professional Services and One Time Purchases

Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard
Implementation Fee $650.00 70 $45,500.00
Condor Professional Services - Standard
Implementation Fee $750.00 40 $30,000.00

Subtotal Year 1: $405,500.00
Annual Recurring Subtotal: $330,000.00
Estimated Tax: $0.00
Contract Total: $735,500.00

Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This is not an invoice – this document is a non-binding proposal for informational purposes only. Pricing is subject to change. 906
Billing Schedule Amount (USD)
Year 1
At Contract Signing $405,500.00
Annual Recurring after Year 1 $330,000.00
Contract Total $735,500.00
*Tax not included

907

Product and Services Description

Flock Safety Platform Items Product Description
Flock Safety Falcon ® An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.

Flock Safety Condor™
Flock’s pan, tilt, zoom (PTZ) or fixed cameras which capture video footage with the option to stream live video, capture and view video recordings, and upload videos.

One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

Professional Services -
Standard Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

FlockOS Features & Description

Package: Essentials

FlockOS Features Description
Community Cameras (Full Access) Access to all privately owned Flock devices within your jurisdiction that have been shared with you.

Unlimited Users Unlimited users for FlockOS
State Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network.

Nationwide Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network.

Direct Share - Surrounding Jurisdiction (Full Access) Access to all Flock devices owned by law enforcement that have been directly shared with you.

Have ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search
Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

Flock Insights/Analytics page Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

ESRI Based Map Interface
Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities, transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e., hospitals, corporate campuses, universities) Real-Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera

908

September 19, 2023

Police Department

DATE: September 19, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Bisa French, Chief of Police

Subject:

Contract with RF Contractors for Carpet Installation
FINANCIAL IMPACT: The funding amount of $101,201.30 will come from the Richmond Police Department’s Impact Fee Fund which
was originally appropriated during fiscal year 2022-23
mid-year review – account string 21491021-400701.

PREVIOUS COUNCIL
ACTION:

n/a

STATEMENT OF THE
ISSUE:

The original (2008) carpeting is showing significant signs of wear (threading, splitting seams, patches, etc.) and has created trip hazard risks. Richmond PD would like to replace the worn-out carpeting to remove safety hazards.

RECOMMENDED ACTION:

APPROVE a Construction Agreement in an amount not
to exceed $101,201.30 for carpet installation with RF
Contractors during the period September 19, 2023,
through June 30, 2024; and APPROPRIATE funding in a
total amount not to exceed $101,201.30 – Police
Department (Chief Bisa French 510-621-1802).

AGENDA
REPORT
909

September 19, 2023
DISCUSSION:

The Richmond Police Department (RPD) staff issued a request for bids on February 24, 2023, that closed on March 24, 2023, with 328 prospective bidders notified and two bids submitted. Following City of Richmond purchasing policies, the City selected the lowest bidder, RF Contractors. RF Contractors’ bid was $101,201.30, compared to Floor Dimensions’ bid at $155,854.28.

The longest warranty for commercial carpets is 15 years, but RPD staff has found several sites (including sites by The Budd Group, All American Carpet, and Floors for Living) suggesting replacement between five to seven years depending on the usage.

The Richmond Police Department moved to 1701 Regatta Blvd in 2008 for mold remediation and reconstruction at their City building located at 440 Civic Center. Fifteen years later, the Police Department is still at 1701 Regatta and has not had a carpet replacement upstairs except for a portion that was damaged in a fire eight years ago.

The carpet that remains has several issues including trip hazards and sections of the carpet that are bare, threading, and lifting up. Replacement of the carpet will ensure that RPD staff, visitors, and vendors stay safe while in the office.

According to Article 7, section 7.2 entitled “Tenant’s Duty to Repair” of the Police Department’s lease with Dicon Fiberoptics, the tenant (Richmond Police Department), shall, at Tenant’s expense, maintain the Premises including, but not limited to, all wall and floor coverings. (See Attachment 6).

The carpet replacement expense will come from the Police Impact Fee Fund. The Impact Fee Fund is replenished via new construction fee payments and is used on a limited basis. The goal is to offset the increased demand on City services due to, presumably, growing city populations. The use of the impact fee funding was approved by City Council during the fiscal year 2022-2023 mid-year appropriation approvals; however, RPD staff was not able to get the project started prior to the end of the fiscal year. RPD staff is requesting the $101,201.30 be appropriated in the current fiscal instead.

DOCUMENTS ATTACHED:

Attachment 1 – Construction Agreement
Attachment 2 – Carpet RFP Bid
Attachment 3 – RFP Bid Report List
Attachment 4 – RFP Response_RF Contractors
Attachment 5 – RFP Response_Floor Dimensions
Attachment 6 – Office Lease Amendment

910

CONSTRUCTION AGREEMENT
This Construction Agreement (“Agreement”) is made and entered into this _19th_day of month _ ____ and year ____, by and between the City of Ri chmond, a municipal corporation, and a charter city (“City”) and _______________ (“Contractor”), with reference to the following facts. The parties may be referred to in this Agreement individually as “Party” and collectively as the “Parties.”

RECITALS
A. On ___ day of month ______ and year ____, the City circulated and Invitation for Bids via the Bids Online system seeking qualified contract ors willing to undertake the construction work at the Richmond Police Department located at 1701 Regatta Blvd, Richmond, California 94804 (the “Project
”).

B. Contractor submitted the lowest responsive bid and has been determined to be responsible.

C. City now desires to contract with Contractor to furnish construction and related services for the Project.

NOW THEREFORE, in consideration of the promis es and agreements hereinafter set forth, and intending to be bound hereby, the Parties agree as follows:

ARTICLE I

CONSTRUCTION OF PROJECT
Section 1.1 Contract Documents
Project Specifications – Contract Documents to include (if applicable) Notice to Prospective Bidders, Invitation for Bids, Special Provisions, City of Richmond Business License, and Insurance Requirements. Contractor’s Proposal attached as Exhibit A, and this Agreement, constitutes the “Contract Documents.”
Section 1.2 Construction
Contractor shall furnish all labor, materials, tools, and machinery, within the time frames set, and do all the things necessary for the proper completion of the work shown and described in Section 1.1.

Section 1.3 Payments
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.

All and all payments made pursuant to this
Agreement shall be subject to the Payment Limit of
$____________. The Payment Limit includes all expenses th e Contractor may incu r. Invoices shall be adequately details, 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. ____September
2023
RF Contractors
24th 2023February
101,201.30
September
911
Contractor shall submit timely invoices to the following:

Richmond Police Department
ATTN: Eric Tam
1701 Regatta Blvd
Richmond, CA 94804
All invoices that are submitted by Contractor shall be subject to the approval of the Police Department’s authorized representative, Eric Tam, before payments shall be authorized.

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.

Section 1.4 Discovery of Hazardous Waste or Unusual Conditions Promptly and before the following conditions are disturbed, the Contractor shall notify the City in writing of any:
a) Material that the Contractor believes may be hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II or Class III disposal site in accordance with provisions of existing law. b) Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to bidders prior to the d eadline for submitting bids.

The City shall promptly investig ate the conditions and if the City finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in the Contractor's cost of, or the time required for, perfo rmance of any part of the work shall issue a Change Order under the procedures described in this Agreement.

In the event that a dispute aris es between the City and the Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the C ontractor's cost of, or time required for, performance of any part of the work, the Contra ctor shall not be excused from any scheduled completion date provided for by this Agreement, but shal l proceed with all work to be performed under this Agreement. The Contractor shall retain all rights provided either by Agreement or by law which pertain to the resolution of disputes and protests between the Parties.

Section 1.5 Laws, Regulations, Pe rmit and Insurance Requirements The Project work shall proceed only after the following permit and insurance requirements are met:
a) City of Richmond Business license. The business license must be kept current during the term of this Agreement for payments to continue or authorized. b) Building Permit (if applicable)
c) Type I Insurance (See Attachment A). Insurance coverage must be kept current during the term of this Agreement for payments to continue or authorized. d) Surety Bond (Performance Bond for 75% of Agreement)
e) Surety Bond (Payment Bond for 75% of the Agreement)
912
f) Contractor shall possess a valid California Class C-15 Contractor’s License from the time the bids are due and throughout th e entire term of this contr act. The City will not award this Agreement to a bidder who fails to possess and/or maintain the required license. g) Background check. All Contractors participati ng in this Project may be subject to a background check (note: All criminal convicti ons will be reviewed on a case-by-case basis).

Contractor shall cause all work performed in connection with construction of the Project to follow all applicable laws, ordinances, rules, and regulations now in force or that may be enacted hereafter.

Contractor shall pay prevailing wages to all empl oyees (including subcontractors) of the Project as those wages are determined pursuant to Labor Code Section 1720 and implementing regulations of the Department of Industrial Relations, and to comply with all other applicable Federal, State and Local laws, regulations and ordinances pertaining to labor standards insofar as those laws, regulations and ordinances apply to the performance of this Agreement, including any app licable City of Richmond employment requirements, including but not limited to:
a) City’s Living Wage Ordinance (Richmond Municipal Code Chapter 2.60) b) City Business Opportunity Ordinance (Richmond Municipal Code Chapter 2.50) c) City’s Local Employment Program Ordinance (Richmond Municipal Code Chapter 2.56) d) City of Richmond Nondiscrimination Clause (Richmond Municipal Code Chapter 2.28) e) City of Richmond “Ban the Box” Ordinance (Richmond Municipal Code 2.65) Contractor and all subcontractor s shall maintain accurate payr oll records showing the name, address, social security number, wo rk classification, Straight time a nd overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, and others employed on the Project. Each payroll record sh all contain or be verified by a wr itten declaration made under penalty of perjury, stating both of the following:
a) The information contained in the payroll record is true and correct. b) The employer has complied with the requirements:

I. Labor Code Section 1771 (prevailing wage provisions) II. Section 1811 (eight-hour day, forty-hour week provisions) III. Section 1815 (overtime compensation) for any work performed by the Contractor’s employees on this Project.

Section 1.6 Payroll Records
The Contractor sh
all provide certified payroll records to the City each week, no later than ten (10) days after the end of a weekly pay period. Pay Records shall be maintained and made available in accordance with Labor Code Section 1776. In addition, Contractor shall and its subcontractors to promptly deliver to the City, upon request, documents verifying compliance with the Living Wage Ordinance, which may include documents which provide sufficient evidence that each employee has been notified regarding the wages required to be paid pursuant to the Living Wage Ordinance. This Section 1.6 shall survive the termination of this Agreement.
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Section 1.7 Indemnification
Contracto
r shall indemnify, hold harmless, and defend (with counsel reasonably acceptable to the City) the City against any claims for damages, compensation, fines, penalties, or other amounts arising out of failure or alleged failure of any person or entity (including Contractor and Subcontractors) to pay prevailing wages in connection with the Project. This Section 1.7 shall survive the termination of this Agreement.

Section 1.8 Equal Opportunity
During the construction of the Project, there shall be no discrimination on the basis of race, color, creed, religion, age, sex, sexual orientation, marital status, national origi n, ancestry, or disability in the hiring, firing, promoting or demoting of any person engaged in the construction work.

In addition, Contractor agr ees to observe the provision of Section 2.28.030 of the Richmond Municipal Code, obligating Contractor and its subcontractors to refrain from discriminatory employment or subcontracting practices based on race, color, sex, sexual orientation, religion, creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Section 2.0 Termination, Default and Remedies
In the event of defau
lt, the City’s assigned Pr oject Manager reserves the right to stop work immediately if any action or inaction by the Contractor or any Subcontractor cr eates a risk of imminent hard to the public, employees, or property.
a) Breach of Covenants. Failure by Contractor or any Subcontractor to duly perform, comply with, or observe any of the conditions, terms, or covenants of any of the Contract Documents.

The City shall give written notice of the breach and specify a time in which to cure the breach.

If the Contractor cures the breach within the time specified in the notice, or, if the breach cannot be cured in the time specified but the Contract or has diligently pursued measures to cure the breach to keep the City informed of its progress, then the breach shall not constitute a default provided that the breach is cured within thirty (30) days from the date of the City’s last notice and demand to cure.
b) Disregard of Laws. Disregard of laws, rules, re gulations, directions or instruction of City by Contractor or any subcontractor with respect to the performance of work. c) Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute disc retion and without cause, terminat e this Agreemen t at any time prior to completion by Contractor of the project or se rvices hereunder, immediately upon written notice to Contractor. Cont ractor may terminate this Agreem ent 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, Cont ractor 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 th is Agreement, prior to receipt of notice of termination, irrespective of whether such materials or services of others have been delivered, if 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 914
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. d) Termination in the Event of Defa ult. 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 Agreement, City may immed iately terminate this Agreement 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 da mage, including attorney's f ees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Agreement.

Additionally, in the event of su ch termination, the City may proceed with the work in any reasonable manner it chooses.
e) Conflict of Interest. Contractor acknowledges, represents, and warrants that Contractor shall avoid all conflicts of in terest (as defined under any federal, state, or local statute, rule, or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents, and wa rrants that no City official or employee has any economic interest, as defined in T itle 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Agreement. Contractor acknowledges that if Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agre ement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
f) Force Majeure. Neither party hereto shall be c onsidered in default in the performance of its obligations here under 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 governmenta l laws and regulations enacted after the date of this Agreement, 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.
g) Severability. If any of the provisions or portions or applications thereof of this Agreement 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 Agreement with a view toward effecting the purpose of this Contract, and th e validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby. h) Waiver. The waiver by City of any breach of any term or provision of this Agreement 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 th ese acts, shall not reli eve the Contractor’s obligation to fulfill this Agreement as prescrib ed; 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 Agreement.

Section 3.0 General Conditions
a) Independent Contractor. Contractor acknowledges, represents, and warrants that Contractor is not a regular or temporary employee, joint vent ures, or partner of th e City, but rather an independent Contractor. This Agreement shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor 915
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 Agreement, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
b) Brokers. Contractor acknowledges, represents, and warrants that Contractor has not hired, retained, or agreed to pay any entity or pers on any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. c) City Property. The rights to applicable pl ans, drawings, reports , calculations, data, specifications, videos, graphics or other materi als prepared for or obtained pursuant to this Agreement, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If a pplicable, Contractor shall pr epare check prints upon request.

Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has develope d 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.
d) 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 in cluding but not limited to Occupational Safety and Health Administration requirements and shall assume sole and complete responsibility for the safety of C ontractor's employees a nd any subcontractor’s employees. If a death, serious pe rsonal injury, or substantial property damage occurs in connection with the performance of this Agreem ent, Contractor shall immediately notify the City by telephone.
e) 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. f) Drug Free Workplace Policy. Contractor acknowl edges 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. g) Time is of the Essence. Time is of the Essen ce of the Agreement. Cont ractor and City agree that time estimates set forth in this Agreement represents their best es timates with respect to completion dates and both contractor and City acknowledges that departures from the schedule may occur. Contractor and City will use reasonable efforts to notify one another of changes to the schedule.
h) Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Agreement will be purchased or renewed by the City under a new Agreement following expiration or termination of this Agreement, 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.
i) 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.
j) Warranty. Any product provided to th e City as part of this Ag reement, Contractor warrants 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 916
meets any specifications containe d herein; the product shall be free from material defects in materials and workmanship under normal use for a period of at least one (1) year from the date of final acceptance; and the product shall be fit for its intend ed purpose(s). All repairs during the warranty period shall be pr omptly performed by Contractor , at Contractor's expense, including shipping.
k) Sanctuary City Contracting Ordinance (SCCO). The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City f rom granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcemen
t Division of the United States Department of Homeland Security (“ICE”). Contractor must
submit the Sanctuary City Compliance Statement, attached hereto as Exhibit A, prior to the execution of this Agreement.
l) Regulation of Campaign Contribution s. As provided in Section 2.39.020 of the Richmond Municipal Code, “no Councilmember accept, solicit or direct a contribution of more than two hundred and fifty dolla
rs ($250.00) from any party, his or her agent, or from any participant, or his or her agent, while a proceeding involving a license, permit, or other entitlement for use is pending before a City Council and for three months following the date a final decision is rendered in
the proceeding if the Councilmember knows or has reason to know that the participant has a financial interest, as that term is used in California Government Code Sections 87100 et seq.” If applicable, Contractor shall comply with Section 2.39.040 of the Richmond Municipal Code requiring a party to a proceeding before the City Council involving a license, permit or other entitlement for use to
“disclose on the record of the proceeding any contribution in the amount of more than two hundred and fifty dollars ($250.00) made within the preceding 12 months by the party, or his or her agent, to any Councilmember.” WHEREAS, this Agreement has been entered into by the undersigned as of the date first above written.

CITY OF RICHMOND CONTRACTOR:

A municipal corporation
By: _____________________ By: ________________________
Title: Title:

I hereby certify that this Agreement Date Signed:

Has been approved by City Council.

By: _____________________
City Clerk
917
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type
1 – Page 1 of 4
R
evised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, 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, 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) including coverage for bodily and personal injury, property damage, and products and completed
operati
ons.

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

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

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

5. Ori
ginal and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Constr
uction Insurance.

6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of R
ichmond has a financial interest in the property. – (Only required for Construction Contracts inv
olving property)

7. Contrac
tor’s Pollution Liability (if applicable for Construction Contractors) 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 Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Attachment A
918
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 2 of 4

Revised: September 2011

PROJECT COST R EQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)

Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).

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.

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

Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.

(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.

The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.

Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:

HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.

Same limits as General Liability.

Required Policy Conditions
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.

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 but not limited to 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. The endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required. 919
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors

Type 1 – Page 3 of 4

Revised: September 2011
Additional Insured Endorsement
(continued)

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 and Builder’s Risk/ Course of Construction coverage 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.

Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.

SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:

1. A Bid bond

2. A Performance Bond

3. A Payment Bond

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 coverages and cover those insured in the underlying policies.

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

Consultants and Contractors

Type 1 – Page 4 of 4

Revised: September 2011

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin . The City
of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

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

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

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

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

Cancellation

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

Reporting Requirements

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

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

921

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Bro ker” means either of the following:
i. The collection of information, including personal information about consumers, from a w
ide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultim
ately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other sim ilar ser
vices."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any tim
e during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's f ailure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies w ith the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the fore going is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
Exhibit A
922
2023-0

Notice Inviting Bids

Carpet Replacement

Release Date: February 1324, 2023

Deadline for Submittal: March 1324, 2023, 1700 hours

Contact: Eric Tam, Technology Supervisor

923

PROJECT BACKGROUND / DESCRIPTION Of WORK
The City of Richmond Police Department is seeking proposals bids from qualified professionals to remove existing carpet and replace with tile carpet. Contractors shall prep existing floor/sub floor for installation of carpet squares and prep all existing services for ancillary carpet accessories (i.e., vinyl cover base, transition strips, etc.)

The respondent must be local within 50-mile radius of the City of Richmond and have experience performing similar services with other government entities.

MINIMUM REQUIREMENTS

1. Contractor shall possess a valid California Class C -15 contractor’s license from the time the bids are due and throughout the entire term of the contract. The City will not award this contract to a bidder who fails to posses or maintain the require license.

2.1. Contractor must have completed three (3) similar projects size within the past five (5 years) installing carpet tiles to qualify for the project.

3. All contractors that will be on site participating in this project may be subject to a criminal background check.

5. A corporate surety bond in an amount not less than 100% of the contract price for the payment of all labor and material claims.

7. A corporate surety bond in an amount not less than 10% of the contract price guaranteeing the Contractor’s warranty against defective materials and workmanship for a period of one (1) year.

9. Evidence of required insurance coverage.

11. California Wage Rate Requirements. Pursuant to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California (including sections 1771 and 1773.2), the City has obtained from the Department of Industrial Relations of the Sta te of California the general prevailing rate of per diem wages, and the general prevailing rate of holiday and overtime work in the locality in which the public work is to be performed for each craft, classification or type of workers needed to perform the Work, and they are on file in the office of the City Clerk, 2nd 3rd Floor, City Hall, 13220 Central Avenue, Chino, CA 91710 450 Civic Center Plaza, Richmond CA 94803. The Contractor to whom the Contract is awarded, and its subcontractors, shall pay to all workers in the performance of the Work not less than the prevailing rate of wages needed to execute the contract . Copies of schedules of prevailing wage rates may be obtained on the California Department of Industrial Relations website http://www.dir.ca.gov/dlsr.

13. Department of Industrial Relations (DIR) Compliance. This project is a public work and is subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR). In bidding on this work, it shall be the Bidder’s sole responsibility to evaluate and include the cost of complying with all labor compliance requirements under this contract and applicable law in its bid. 924

Pursuant to Labor Code sections 1725.5, 1771.1, and SB 854, Public Works Contractor Registration Program, all contractors and subcontractors who bid or work on Public Works projects must be registered with, and pay an annual fe e to, the State Department of Industrial Relations (DIR), subject to the limited exceptions set forth in Labor Code Section 1771.1(a) (regarding the submission of a bid as authorized by Business & Professions Code Section 7029.1 or Public Contract Code Sec tion 10164 or 20103.5), provided that contractors and subcontractors subject to such exceptions shall be registered with the DIR at the time the contract is awarded. No bid will be accepted, except as provided above, nor any contract entered, without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. If awarded a contract, the Bidder, and its subcontractor, of any tier, shall maintain active registration with the Department of Industrial Relations for the duration of the Project.

SUMMARY OF WORK

The following is a summary of the work to be done for this project. It is not intended to be an all -inclusive description of the work to be performed. Bidder will be ranked from lowest to highest. The lowest bidder will have the opportunity to visit the job site and reviewing the complete scope of work. The lowest bidder will be given an opportunity to revise the bid to include any discrepancy that may arise.

All work shall be done in accordance with all applicable codes including the City of Richmond Municipal Code. Contractor is responsible for obtaining all permits and inspections. Contractor is responsible for visiting the job site and verifying the e xact locations and sizes of all work to be performed prior to start of work. Any discrepancies shall be reported to the City immediately prior to start of work.

925

Contractor shall provide all labor, supervision, tools, surface inspection, adjacent surface protection, surface preparation, all necessary equipment and supplies to removal of existing carpet, cover base, and installation of new carpet tile, cover base and related accessories.

The estimate area of carpet removal and installation is 1600 square yards.

Location of work includes 20 offices, 2 Conference Rooms, cCommon hHallways, and walkways, about 16 stair steps (44 inches wide, 18 inches deep including bend) includ,ing two landing area (about 2 yards by 3 yards).

Carpet Tile Manufacture: Mohawk
Style: Urban Thrall 2B116
Color: Unbound 878
Pattern Repeat: 18” W x 49” L

COST INFORMATION

Bid information should include line items for the following parts and/or labor:

 Remove and install new tile carpet in designated area estimated at 1600 square yards.
 Dispose of old carpet according to applicable laws.
 Carpet tile adhesive and seam sealer material
 Install new carpet on tile office (about 12 feet x 24 feet)  Stairs – about 16 steps including three landing area.  Rubber/Wall Base (Parts and labor)
 Carpet Sundries (if any)
 Freight (if any)
 Disposal Fee (if any)
 Surcharge (if any)
 Sales Tax

Please state if you can provide the following additional services.  Moving of furniture – lateral file cabinets (full of files)  Moving of furniture – Conference Room size table
 Moving of furniture – “L” shape and “U” Shape executive type desk  Moving of furniture – disassemble of cubicle walls and reassemble.  Moving of furniture – disassemble of cubicle partition and reassemble.  Moving of furniture – Free standing lockers
 Moving of furniture – remove electrical pigtail from cubicle partition and reinstall.  Moving of furniture – remove network jacks and network cable from partition and reinstall.

SITE VISIT

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Bidders are strongly encouraged to visit the site of the proposed work and fully acquaint refer to the attached floor plan (with dimension estimates).

PRE-BID MEETING

The proposer shall state whether it takes exception(s) to this bid, including but not limited to the City of Richmond’s Construction Standard Services Agreement – bid (Attachment 1).. If the proposer does take exception(s) to any portion of the bid or contractAgreement, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes or additions to sections of City of Richmond’s Standard Servicesthe Agreement must be shown by requesting deletion of specific words and/or by providing new requested contract language. Requests for complete replacement of the City of Richmond’s Standard Services Agreement for another contract will not be granted. Failure to make exceptions to the bid or Standard Services or Agreement within the proposal will be deemed a waiver of any objection. Exceptions will be considered during the proposal evaluation process.

STATEMENT OF IMPARTIALITY AND DISCLOSURE

This proposal shall include a statement declaring that the proposer’s and sub-consultants are not currently, and will not, during the performance of these services, participate in any other similar work involving a third -party with interests currently in conflict or likely to conflict with City of Richmond’s interests. Additionally , proposer is required to disclose any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the Project.

PROCESS FOR SUBMITTING PROPOSALS

Questions Concerning Request for Proposals

Please do not contact staff directly regarding this Proposal will not be answered. All questions must be submitted via the electronic BidsOnline system on the Q&A tab by 5:00pm PST, on March 17February 27, 2023. If the City finds it necessary to issue an addendum, prospective Offerors will receive e -mail notification of addendum. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/ bids for any possible Addenda to the bid 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 BID. Any party attempting to influence or circumvent the BID, bid submittal, and review process may have their proposal rejected for violating this provision of the BID.

Interested parties may download copies of the above-mentioned proposal by visiting the City's web site, to download BID, new vendors will be required to register. On ce 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 927

notifications relating to the BID.

BID OPENING
Electronic Bids for Carpet Replacement shall be submitted via the City’s secure online bidding system. All required sections of the bid must be submitted via the website.

Contractor is solely responsible for “on time” submission of their electronic bid. The Bid Management System wil l not accept late bids 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 bids that were transmitted successfully. The bid must be received electronically on BidsOnline no later than 5:00 p.m., local time, on Monday, March 213, 2023. Submission of Proposals
Please submit your proposal via the City of Richmond's BidsOnline system. Proposals submitted by facsimile or e-mail are not acceptable and will not be considered.

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

GENERAL GUIDELINES
This bid 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 bid, 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 shall not be responsible for work done, even in good faith, prior to final approval of the proposed contract. 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 BID.

The City reserves the right to:

1. Reject any or all proposals.

2. Issue subsequent Requests for Proposal.

3. Postpone opening for its own convenience.

4. Remedy technical errors in the Request for Proposal 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.

Public Records
All proposals submitted in response to this BID become the property of the City of Richmond and public records and, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by the City of Richmond if clearly marked with the word "confidential" on each applicable page. Trade secrets may be marked as confidential only to the extent they meet the requirements of California Government Code section 6254.7. Only information claimed to be a trade secret at t he time of submittal to the City of Richmond and marked as "confidential" will be treated as a trade secret.

Insurance Requirements
Formatted: Font: Bold
928

The City of Richmond requires consultants doing business with it to obtain insurance, as shown in BID Attachment 2. 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.

Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance ( Richmond Municipal Code (RMC) Chapter 2.28 ), Business Opportunity Ordinance ( RMC Chapter 2.50 ), Local Employment Program Ordinance ( RMC Chapter 2.56 ), Living Wage Ordinance ( RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Employment Applications (“Ban the Box”) ( RMC Chapter

2.65), which are incorporated into the Contract Documents by this reference.

Collusion
By submitting a proposal, each respondent r epresents and warrants that its proposal is genuine and not false or collusive or made in the interest of, or on behalf of any person not named therein; that the respondent has not directly or indirectly induced or solicited any other person to submit a false proposal, or any other person to refrain from submitting a proposal; and that the respondent has not, in any manner, sought collusion to secure any improper advantage over any other person submitting a proposal.

Withdrawal of Proposals
A respondent may withdraw their proposal before the expiration of the time for submission of proposals by delivering to the Finance Department a written request for withdrawal signed by, or on behalf of, the respondent.

Ownership of Documents
All reports, studies, infor mation, data, statistics, forms, designs, plans, procedures, systems, and any other materials produced for the Project shall be the sole and exclusive property of the City. No such materials or properties produced in whole or in part for the Project shall be subject to private use, copyrights, or patent rights by Respondent in the United States or in any other country without the express written consent of the City. The City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright, or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced for this project.

PROPOSAL EVALUATION AND SELECTION PROCESS
All proposals shall be reviewed to verify that the Res pondent has met the minimum requirements. Proposals that have not complied with requirements, do not meet minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions of the Service Agreement, will be eliminated from further consideration.

The City reserves the right to reject any or all proposals, or to make no award. The City 929

also reserves the right to require modifications follow ‐up with requests for additional information, including, but not limited to, follow‐up interviews. The City may request Best and Final offers based upon improved understanding of the offers or changed scope of service.

Selection may be made without further discussion, negotiations, or Offeror’s presentations; therefore, Offeror s hall offer the most favorable terms in response to this BID. Offeror must demonstrate an understanding of the scope of service to be provided and the ability to accomplish the tasks set forth. Offeror shall include information that will enable the City to determine the Offeror’s overall qualifications.

The City reserves the right to request additional information or clarification on any matter included in the proposal response, to enable the City to arrive at the final award decision.

Award
When the Review Panel has completed its work, Police Department personnel will work with the Respondent Contractor to complete the administrative paperwork. 930
City of Richmond
Project Participation Report for Project Carpet Replacement Issued on 02/24/2023
Bid Due on March 24, 2023 5:00 PM (PDT)
Exported on 04/03/2023
Vendor Name Notified Prospective Bidder
A Reyes Construction X
A-Turf, Inc. X
ABG Group X
ACL General Construction Inc. X

AFFORDABLE PAINTING SERVICES INC X

AGCI, INC X
AIM Consulting Services X
AJ Vasconi, Inc. X

AJF/BHM A JOINT VENTURE X

ANDERSON CARPET AND LINOLEUM SALES X
AP Land Developments X
Abatix Corp. X
Acumen Construction Management Inc. X
Advanced Pipeline Services Inc. X
Advisers LLC X
Alex Kushner General Contractor X
Alisha pvt ltd X
All Truss Inc. X
All-Phase Electric Supply X
Alpha Design & Construction X
Amarjan Corp X
Amenta Systems Research and Development X
American Capital Acquisitions X
American Construction & Environmental X
American Eagle Environmental X
American Precast Concrete, Inc. X
Andrews Pools and Spas X
Apollo Construction Co. X
Appleseed Strategy X
Arana Group Inc. X
Arbor Building Group, Inc. X
Arktos Incorporated X
Arzadon Construction Services, Inc. X
Associated Constructors, Inc. X
Atlas Performance Industries X
Avalon Construction Company X
Azul Works, Inc. X
B.A.R. Contractors X
Baniqued Commercial Real Estate X
Barrera's Builders X
931
Bay Area Builders Exchange X X
Bay Area Community Services X
Bear3 Consultants LLC X
Bid America X X
BidGrid X X
BidJudge X
Bjork Construction Co. Inc. X
Bosch Construction, Inc. X
Boyden construction inc X
Brikcolli Designs X
Brosha Painting, Inc. X
Build Group X
Builders Exchange of Santa Clara X
Builders Information Group X
C G Interiors X
C&N Reinforcing, Inc. X
C. Overaa & Co. X
C. Sandidge & Associates X
CA Construction X
CENTRAL SIERRA ELECTRIC CO., INC. X
CH2M HILL Engineers X
CHAPPIE'S BUILDING CONSTRUCTION, INC. X
CMG Alliance X
CWS Construction Group INC X
Cal Electro, Inc. X
Caliber General Engineering, Inc X
California Concrete Cleaning, Inc. X
California Professional Builders, Inc. X
California Waters X
Cantera Construction, Inc. X
Carone and Company Inc. X
Carpenter X
Century Carpet X X
Cherokee Construction X
City of Richmond Contract Compliance X
Clark Construction X
Comfort Construction Co. X
Community HousingWorks X
Comtech Manufacturing, Inc. X
Conflo Services, Inc. X
Conscious Construction, Inc. X
ConstructConnect X X
Construction Bid Source X X
Construction Bidboard, Inc X X
Continental Flooring Company X X
Contractor Services Company X
Corporate Project Management Inc. X
932
Cova Construction X
Cowan & Thompson Construction Inc X
Creative Stone, Inc. X
D and B Painting Company, Inc. X
DBC Advisors X
DC Frost X
DH Carpets X
DLH Consultants X
DMSJ & Associates X

DOHERTY RESTORATION INC X
DRH Construction X
DW Nicholson X
Danny's Constrution Company, Inc. X
Darakhshan Builders X
De Lima Building Services X
Del Monte Electric Co, Inc. X
Deltek X
Derrickson Pike Construction X
Diamond Roc Construction X
Diede Construction, Inc. X
Diversified Project Services International, Inc. X
Dodge Data & Analytics X X
Drill Tech Drilling & Shoring, Inc. X
Dynamic Sports Construction, Inc. X
E F Brett & Company, Inc. X
E. L. Baker Designs X
E.R.B. Construction X

EFFICIENT SOLUTIONS CONSTRUCTION X
Earthbound Electric, Inc. X
East Bay Construction Co X
East Bay Revitalization, Inc. (EBR) X
Electric Motor & Control Inc. X
Empire Engineering & Construction Inc. X
Environ X X
Eric F. Anderson, Inc. X
F.P. Construction Inc. X
FE Controls X

FLEMINGS IMPACTING U INSURANCE X
FRC, Inc. X
Far East Aluminum works US Corp X
Fieldstone Construction Company X
Floor Dimensions X X
Forward Associates, Ltd. X
Foundation Constructors, Inc. X
Frank & Ron Hotel-Motel Supply, Inc. X
G&S Carpet Mills, Inc. X
GEMS Environmental Management Services, Inc. X
933
GREENTECH INDUSTRY INC. X
GROUP H CONSTRUCTION INC. X
Gallagher & Burk Inc. X
Gilbane X
Golden State Carpet Service X
Gonsalves & Santucci, Inc. X
Green Tech Developers X
GreenLife Construction X X
Greenfield Fence, Inc. X
Greentech Industries X
Greentech Industries X
Greentech Industries X
Greentech Industries X
Griffin Structures, Inc. X
Gustave Enterprise Inc. X X
HRJ & Associates X
Harold Metal Construction, Inc. X
Hartley Construction X
Heathorn & Associates Contractors inc X
Hensel Phelps X
Highland Products Group X
Hilbers Incorporated X
Hohbach-Lewin, Inc X
Hometown Construction, Inc. X
Howard S. Wright X
Hunt Masonry, Inc X
Hunt Ortmann X
IBS USA Inc. X
IES Commercial, Inc. X
Infiniti Engineering Builders X
Integrated Demolition and Remediation Inc. X
Integrity First Construction X
Intermountain Electric X
Irish Construction X
JFC Construction X
JP Bushnell Packing Supply Co. X
JUV Inc X

JW CARPET&FLOORING X
Jayne Lopez X
John Pope Inc. X
Joseph J. Albanese Construction X
Juniors Construction & Remodeling Inc X
K-4 Construction X
K.O.O. Construction, Inc. X

KM INDUSTRIAL, INC X
KT Home, Inc. X
KYA Services LLC X
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Karina's Fine Art Sculpture & Photography Studio X
Keller North America, Inc. X
Kelly & Son X
L. D. STROBEL CO., INC. X

LAIDRITE FLOOR COVERINGS X

LEGACY RENOVATIONS X
Lankford & Associates, Inc. X
M I C K Enterprises X

MINAKO AMERICA CORPORATION X
MKdesign Group inc X
Macks Craic, Inc. X
Madden Construction X
Mark Lee & Yong Kay Inc. X
Mars Construction X
Marvin Collins Construction X
McFadden Construction, Inc. X
McGraw-Hill Construction Dodge X
Michael Roberts Construction Inc X
Modern Design Construction, Inc X
Monica Wilson X
NBC Construction & Engineering Inc. X
NCCI, Inc. X
NCN Operations X
NR Development, Inc. X
NV Construction LLC X
Next Stage Group X
Northgate Excavation X
OBS ENGINEERING, INC. X
Obra Esthetica Inc. X
Odyssey Construction X
Olson Representatives X
One Touch Property X
PARKCO Building Company X

PERFECTION CONSTRUCTION X
PMWeb, Inc. X
PSC X
Painting & Decor, Inc. X
Patriot Development Inc X
Paul Davis Restoration of the East Bay X
Peerless Building Supplies X
Peninsula Builders Exchange X
Peterson Hydraulics, Inc. X
Petro Arya X
Petrochem Insulation, Inc. X
Pioneer Contractors, Inc. X
Pro Installations Inc. dba ProSpectra Co X
Progressive Surface Solutions LLC X
935
Public Restroom Company X

QTO SOLUTIONS X
Quality Erectors & Construction, Inc. X
R & R Design and Construction Corporation X
R-Tek Construction Inc X
RF Contractors X X
RGM and Associates X
RK & Associates, Inc. DBA Escon Builders X X
RMS Life Safety X
RSM Design X
RV Stich Construction X
RV Swan X
RX Lodge X
Raesfeld Associates, Inc X
Red Brick Consulting, Inc. X
Red Hawk Services X
Redgwick Construction X
Reed Construction Data X
Rico's General Construction X
Robert L. Brown Construction, Inc. X
Rodriguez Sheet Metal X
Romanflooring X X
Romkon Inc. X
Royal Floors X
Rubecon General Contracting X
Rubecon General Contracting, Inc. X
RunningM Group Inc X

S W ALLEN CONSTRUCTION INC X
S.J. Amoroso Construction Co., LLC X
SAFEbuilt, LLC X
SAKK X
SESCO Electrical Inc X
SH Mechanical Inc X

SHOWTIME CONSTRUCTION X
SRY Electric Inc X
Saboo Inc. X
Salimi Management, LLC X
Santa Clara Valley Corporation X
Sausal Corporation X
Sea Pac Engineering, Inc. X
Self Made Construction X
Seward L. Schreder Construction, Inc. X
Shaw Industries, Inc. X
Silao General Engineering, Inc X
Smallman Construction & Electric X
Solar Coatings, Inc. X
Southland Construction Mngmt, Inc. X
936
Sprinkles Properties LLC X
Sprinturf X
Stanforth X
Stephens Construction Inc. X
Stormwater CA Ltd X
Surround Technologies Inc. X
Swinerton Builders X
Swinerton Builders X

TL VETERANS CONSTRUCTION INC X
TRC Engineers X
Terminal 3 Partners, LLC X
The Rancorp Group Inc. X
Thompson Builders Corporation X
Timco Construction Inc. X
Timothy J. Stephan X
Togawa Smith Martin, Inc. X
Top Line Engineers inc X
Transportation person for, Hire X
Tricon Construction Inc. X
True Nature Landscape X
Tulip Hardwood Floors X
United Construction & Contracting X
Universal Building Services and Supply Co. X
Universal One X
Universal Precast Concrete, Inc. X
VOLK, Inc. X
Valenti Construction Inc. X
Valley Precision Grading, Inc X
Variety Maintenance and Construction X
Vila Construction Co. X
Vince Sigal Electric Inc. X
Visiontron Corp X
Vortex Marine Construction, Inc X
W. E. Lyons Construction Co. X
W.E. Lyons Construction Co. X
WCC Busines Development Center X
WMB General Contractors X
Wadsworth Glass, Inc. X
Waters Moving & Storage, Inc. X
Webcor Builders LP X
William de Camargo Silva Construction X
Williams Scotsman Inc. X
Withee Malcolm Architects X

Y-CAT X
Z Squared Construction X
Zeth Engineering and Construction X
cemcon X
937
innovate constraction solutions nor-cal X
kn inc X
leewens corporation X
nick's construction X
nolimitbuilders X
oakland construction group inc X
royal bay scaffold X
silvestre vera builders, inc X
tammy edmonds DESIGN, INC. X
usa carpet X
webcor builders X
ws tech X
TOTALS 328 22
938
Downloaded Files Bidder Bid Amount
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939
X
X
X
X
X
X
X
X
940
X
X
X
X X $81,683.73
X
941
X
X
942
943
X X $165,514.00
X
X
X
944
X
945
X
22 2
946

License No: 1003059

Bid Date: 4/14/2023
8055 Collins Drive Suite 105 Page: 1 of 1
Oakland, CA 94621
Phone:(510)210.7228
Email: [email protected]
Proposal Scope
DIR-# 1000036846
SBE Certified
Proposal $ 101,201.30 LBE Certified
MBE Certified
Project:

Richmond Police Department
Carpet Replacement
1701 Regatta Blvd Richmond, CA 94804

A. Scope of Work:

Contractor shall provide all labor, supervision, tools, surface inspection, adjacent surface protection, surface preparation, all necessary equipment and supplies to removal of existing carpet, cover base, and installation of new carpet tile, cover base and related accessories. The estimate area of carpet removal and installation is 965 square yards. Location of work includes 8 offices, 2 Conference Rooms, common hallways, walkways, about 16 stair steps (44 inches wide, 18 inches deep including bend), two landing area (about 2 yards by 3 yards) Work to be performed Special night shift & weekends. Some Furniture will need to be moved, cubicles lifted, RF will provide Assistance.

B. Bid Documents Referenced:

Site Plans Exclusions Inclusions C. This is a Labor and Materials Bid Major Prep Minor Prep *Prevailing wage Major Floor Leveling Materials Tile Labor
Polished Concrete Disposal
Moisture Testing Floor Protection
Furniture Removal Demo

From: RF Contractors
Estimator
[email protected]
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September 19, 2023

Police Department

DATE: September 19, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Bisa French, Chief of Police

Subject:

Service Agreement with Contra Costa County District
Attorney's Office to Continue the Community-based
Prosecution Program
FINANCIAL IMPACT: Funding for this contract will come from the Police Department’s Fiscal Year 2023-2024 budget, not to
exceed $100,000. Appropriations for Fiscal Year 2024 –
2025 and Fiscal Year 2025 – 2026 will also come from
the Department’s budget. – account string 01191021-
400201.

PREVIOUS COUNCIL
ACTION:
n/a

STATEMENT OF THE
ISSUE:

The Contra Costa County District Attorney is vested with primary authority to prosecute criminal violations of state law in Contra Costa County. The proposed sole-source
agreement with the Contra Costa County District
Attorney's Office will continue the successful Community- based Prosecutor Program. The program is designed to
ensure the successful prosecution of criminal cases
investigated by sworn officers at the Richmond Police
Department, reduce violent crime, and address local
quality of life concerns.

AGENDA
REPORT
1002

September 19, 2023
RECOMMENDED ACTION:

APPROVE a sole-source agreement with the Contra
Costa County District Attorney's Office for the dedicated services of a deputy district attorney who would be
specifically assigned as Richmond's Community-based
Prosecutor, in an amount not to exceed $300,000, with a three-year term commencing July 1, 2023, and ending
June 30, 2026 - Police Department (Chief Bisa French
510-621-1802).

DISCUSSION:

The Richmond Police Department has utilized the services of a Contra Costa County Deputy District Attorney (DDA) since January 2008 to provide training and enforcement assistance. Housed within the Police Department, Community Based Prosecutors have been instrumental in improving the quality of criminal cases prepared by sworn officers, increased the prosecution rate of Richmond cases, and have played an invaluable role in reducing violent crime. The job duties of the DDA include:

 Preparing monthly training bulletins that are disseminated to all sworn personnel;  Conducting on-going trainings that outline topics such as employing successful strategies for reducing gun violence, crime prevention methods through community engagement, and an overview of recent case law and appellate decisions;
 Reviewing all misdemeanor cases and many violent crime investigations;  Assisting with a variety of legal and criminal justice procedural issues;  Assisting the City Attorney and Code Enforcement staff on neighborhood nuisance issues;
 Regularly attending Crime Accountability meetings and providing input on quality of life issues and community concerns; and
 Continuing to serve as a liaison with fellow prosecutors, judges, and other criminal justice experts, while ensuring that appropriate state and federal laws are understood and applied by sworn personnel.

With the approval of this agreement, the Richmond Police Department will continue to receive the essential services provided by the Community-based Prosecutor through June 30, 2026.

City staff has completed an After-the-Fact form because the proposed agreement is asking for approval as of July 1, 2023. The hope in June 2023 was that the County DA’s Office would easily be able to revise their one-year standard agreement to a three-year standard agreement and return it to City staff prior to the last City Council meeting of Fiscal Year 2023 on June 27, 2023, or at least before the last City Council meeting before their recess, on July 11, 2023. Unfortunately, it was not communicated to City staff that the revision would need to go back to the County’s Board of Supervisors for approval prior to forwarding to the City for final execution of the agreement. The County’s Board of Supervisors approved the agreement on July 18, 2023, and City staff 1003

September 19, 2023
received the agreement on July 19. City staff asked for a three-year agreement to reduce the administrative time involved with creating a new standard contract every year when the agreement’s total cost and terms remain the same annually. The three- year term would also coincide with City staff’s resolution to approve similar interagency agreements, which is completed every two years and is scheduled to be presented during a City Council meeting in June 2024.

DOCUMENTS ATTACHED:

Attachment 1 – Agreement
Attachment 2 – Executed Sole Source
Attachment 3 – Executed After the Fact

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September 19, 2023

Police Department

DATE: September 19, 2023
TO: Mayor Martinez and Members of the City Council
FROM:

Bisa French, Chief of Police

Subject:

Three-Year Grant-funded Contract with Pinnacle Training Systems, LLC for Police Officer Health and Wellness
Reviews
FINANCIAL IMPACT: Funding in the amount of $72,000 will be covered by the Officer Mental Health and Wellness grant funds –
account string 10691021-334351-19G09.

PREVIOUS COUNCIL
ACTION:
n/a

STATEMENT OF THE
ISSUE:

The City of Richmond Police Department received grant
funding to be used to support the mental and physical
well-being of its officers. The leadership team has
decided to contract with Pinnacle Training System LLC to take baseline measurements and provide the department
staff with unique health and wellness programs suited for each person.

RECOMMENDED ACTION:

APPROVE a three-year contract in the amount of
$72,000 between Richmond Police Department and
Pinnacle Training Systems, LLC for on-site health and
wellness services for the period beginning September 19, 2023, through July 31, 2026 – Police Department (Bisa
French/510-621-1802).

DISCUSSION:

In today’s high-stress work environment, an all-inclusive, highly contemporary wellness and fitness program for the Richmond Police Department is needed to ensure the health and well-being of our officers. The program needed would address the physical, mental, AGENDA
REPORT
1018

September 19, 2023
and emotional needs of police offices and assist in preparing them with the physical stamina, strength, and endurance to meet daily demands of their job.

On December 21, 2022, the City of Richmond Police Department was awarded a grant from the Board of State and Community Corrections in the amount of $83,547.84 to support the mental health and well-being of its officers. The Richmond Police Department issued a Request for Qualification (RFQ) for Departmental On-site Health and Wellness Services on February 15, 2023. The RFQ was posted on the City’s BidsOnline system where vendors were notified. On March 13, 2023, three proposals were received. The proposals were reviewed by City staff members and each vendor was found to be compliant. The proposals were then evaluated by a selected panel and the vendor who best met the qualifications as established by the RFQ was selected.

Pinnacle Training Systems (PTS) was selected to address the City of Richmond’s Police Department’s health and wellness needs. PTS will provide a unique health, wellness, and fitness organization with a scientific background in teaching and promoting better overall health/fitness. PTS will provide programs demonstrated to enhance the health and wellness of police officers.

PTS has agreed to deliver quality programs that measure outcomes of the participant while assessing and improving the product to better meet goals. PTS will accomplish this by applying scientific principles to every program and service offered; along with worksite wellness services. PTS will provide annual on-site health and wellness services for police officers in order to promote sustainable lifestyles changes that can lead to improved fitness, better nutrition, and enhanced job performance. PTS’ programs include body composition, blood work, EKG, health risk assessments, coaching, follow-up, and testing.

If approved, PTS would provide services to the Richmond Police Department beginning September 19, 2023 through the expiration of the contract term of July 31, 2026.

DOCUMENTS ATTACHED:

Attachment 1 – Standard Contract PINNACLE LLC
Attachment 2 – Request for Qualifications
Attachment 3 – RFQ Bid Detail

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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: / Ex
piration 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.

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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
1021
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:

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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. 1023
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:

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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, 1025
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. 1026
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. 1027
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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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

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

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

9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue 1028
General Conditions/EJ/TE 01-19-11 5 of 13

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

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

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

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

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

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

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

15. Indemnification
.

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to 1030
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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 1031
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 1032
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 1033
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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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 1035
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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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. 1037
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):

1038
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.

1039
___ 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 Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
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.
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___ 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 R EQUIRED 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.

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___ 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.

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CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, w
hich include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ulti
mately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other sim ilar s
ervices."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) y
ears from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the for egoing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)

EXHIBIT H
1043
1 Request for Qualifications
On-Site Health and Wellness services
Release Date: February 15, 2023
Deadline for Submittal
3:00 pm PST, March 13, 2023
Contact: Captain Al Walle
Email: [email protected]
Phone Number: 510-620-6940
City of Richmond
Richmond Police Department
1044
2 1. Introduction
The City of Richmond is soliciting proposals from qualified firms or individuals to provide the Richmond Police Department with On-Site Health and Wellness services. The required services and performance conditions are described in the Scope of Work.

The service contract will remain in effect for three years upon approval of the Contractor and City Manager. The parties may mutually agree to a renewal o f this contract in one- year intervals for two additional years.

2. Scope of Work
The Contractor should be familiar with contemporary physical fi tness trends and key training methods to optimally prepare police officers with the physical stamina, strength, and endurance to meet the daily demands of their jobs. The Cont ractor overseeing the project should have a Ph.D., or equivalent, in Exercise Science, Nutrition or related field.

Contractor should have at least five years of experience in providing first responders with health screenings and follow-up wellness coaching. The Contract or will provide annual on-site health and wellness services for police officers in ord er to promote sustainable lifestyle changes that l ead to improved fitness, better nutriti on, and enhanced job performance. Contractor will provide annual health screening services for the Richmond Police Department that include the following:
x Body Composition Measures (hei ght, weight, body fat percentage , muscle mass, and basal metabolic rate)
x Resting blood pressure
x Resting and exercise electrocardiogram
x Cardiovascular Assessment (EKG stress test)
x Exercise Blood Pressure
x On-site phlebotomist
x Blood Work to include Lipid Panel, NMR, Blood Glucose x HIPAA compliant portal where of ficers can receive results 24/7 x Health Risk Assessment sent via HIPAA compliant portal x On-site wellness coaching, follo w-up wellness coaching for high risk individuals x All testing takes place at the Richmond Police Department on a n agreed upon schedule
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3 3. Pricing
Upload pricing in a separate file. The file must contain the following:
x The schedule of costs and fees with current fee schedules, per sonnel wage rate sheets and other costs. Be thor ough and specific, as this will form the basis for negotiation of any contract for services that may be presented by the City. x Specific hourly rates for each class of employee/specialist x Services priced by task or deliverables (if applicable) x Requested expenses

4. Experience and Qualifications
Please include the following information with your proposal:
x Vendor Cover Letter - A cover letter, should summarize key ele ments of the proposal and shall contain:
x Names of principals;
x Total number of years in business;
x Confirm that all elements of this RFQ have been reviewed and u nderstood; x Include a statement of intent to perform the services as outli ned; x Express company’s willingness to enter into an agreement under the terms and conditions prescribed by this RFQ, insurance requirements (Attachment 2) and in the sample Service Agreement (Attachment 1);
x Indicate the address and telephone number of the vendor’s offi ce located nearest to Richmond, California and the office from which the project will be managed; x Stipulate that the proposal price will be valid for a period o f at least 180 days; x Identify a single person for contact during the RFQ review pro cess; and x Cover letter shall be signed by an authorized official of the company. x Describe qualifications and rele vant related experience of each employee who will provide technical assistance;
x Name and current phone number of three (3) references that can c o mme n t o n quality and performance of services. References may be contacted as part of the selection process;
x Any specialty area of expertise (e.g. worked extensively with certain public safety agencies);
x Provide documentation demonstrating a minimum of three (3) yea rs of experience in providing fitness/wellness evaluations;
x Describe the firm’s involvement and affiliation with professio nal associations directly involved in strength and conditioning training for first responders; and x Health risk assessment – Provide detailed information regarding your firm’s health screening and wellness coaching process.
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4 5. Evaluation and Selection Process
All proposals shall be reviewed to verify that the Respondent h as met the minimum requirements. Proposals that hav e not complied with requirement s, do not meet minimum content and quality standards, or take unacceptable exc eptions to the General Terms and Conditions of th e Service Agreement, will be eliminated from further consideration. Proposals will be reviewed and evaluated by an evaluation committee comprised of City of Richmond personnel.

The criteria upon which the evaluation of the proposals will be based include, but are not limited to, the following:

The Proposal/Methodology and Approach to Work – 20%
This category will evaluate the proposer’s responsiveness to th e RFQ including completeness and thoroughness of proposal. This category will also evaluate:
x Ability to provide service s as outlined in the RFQ
x Demonstrated knowledge of the work required
x Explanation of the services required
Experience/Past Performance/References – 20%
Consideration will be given based upon the firm’s experience to successfully provide fitness/wellness evaluations for public safety agencies, 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.

Project Team – 20%
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude. This category will evaluate the firm’s:
x Experience and expertise of the team on relevant projects. Specialized experience, along with the ability to manage, control and to schedule concurrent projects for multiple clients.
x Qualifications and relev ant individual experience
x Unique qualification of key personnel
Proposer Qualifications – 20%
To determine the degree of responsibility to be credited to the Respondent, the Police Department will weigh the evidence that the Respondent has performed satisfactorily on other contracts of like nature, magnitude and comparable difficulty.

Cost Proposal – 20%
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5 6. Questions Concerning Request for Qualifications
All must be submitted via the electronic BidsOnline system on the Q&A tab by 5:00pm PST, on March 6, 2023. If City finds it necessary to issue an addendum, prospective Offerors will receive notification of addendum. Otherwise, answers to questions received will be prov ided the Q&A tab and notification will be 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 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 p roposal by visiting City's web site, www.ci.richmond.ca.us/bids. To download RFQ, new vendors be required to register. Once the vendor downloads any documents relative to a solicitation, vendor's name will appear on the Prospective Bidders list for that project and will receive any addenda or notifications relating to the RFQ.

7. Guidelines for Proposal a nd Submission of Proposals These guidelines are provided for standardizing the preparation and submission of proposals by Proposers. The intent of these guidelines is to assist Proposers in their preparation and to simplify the review process for the City. Proposals shall be limited to 20 double-sided pages, inclusive of graphics, forms pictures, photographs, etcetera, but not of cost proposal, resumes, required writing samples, certifications, front and back covers, submitted on 8-1/2” x 11” paper with easy to read font size and style. Proposals must be typewritten. 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.
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6 The proposal must be received no later than 3:00 p.m., on March 13, 2023.

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

8. Late Proposals
Proposals arriving after the specified date and time will not be considered, nor will late proposals be opened. Proposers assume responsibility for timely submissions of its proposal.

9. Withdrawal or Modification of Proposals
Any proposal submitted prior to the March 13, 2023 deadline may be withdrawn or modified by a written request signed by the Proposer and receiv ed by March 13, 2023.

10. Proposal Acceptance and Rejection
Proposals will only be considered from Proposers that normally engage in providing the types of services specified herein. Proposers awarded a contract will be expected to obtain a City of Richmond business license. The City reserves the right to reject proposals where evidence or evaluation is deter mined to indicate inability to perform. The City reserves the right to accept any proposal or reject any and all proposals if said rejection is deemed in the best interest of the City.

11. Standard Contract and Insurance
Attached is a sample City of Richmond Standard Contract Agreement (Attachment 1). Please note the City Attorney ’s Office is typically not inc lined to make any revisions to the standard agreement.

Proposers shall not commence any work before obtaining, and sha ll maintain in force at all times during the duration and performance of any contract with the City required policies of insurance. A ttached is the City of Richmon d’s Insurance Requirements for grant writing services (Attachment 2).

Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance (Richmond Municipal Code (RMC) Chapter 2.28), Business Opportunity Ordinance (RMC Chapter

2.50), Local Employment Program Ordinance (RMC Chapter 2.56), Living Wage Ordinance (RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Employment Applications 1049
7 (“Ban the Box”) (RMC Chapter 2.65), which are incorporated into the Contract Documents by this reference.

Sanctuary City Contracting Ordinance (SCCO)
The Richmond Sanctuary City Contracting Ordinance No. 12-18 (Attachment 3) prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S.

Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal. (Attachment 4) Limited Liability Company Disclosure Statement (LLCS)
Resolution No. 86-21 (Attachment 5), approved by City Council on July 6, 2021, requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations (LLC). Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Proposal (Attachment 6).
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