CITY OF RICHMOND
STANDARD CONTRACT
Department: Police Project Manager: Michael Schlemmer
Profect Manager E-mail: Project Manager Phone No:
[email protected] (510) 620-6880
PRNO: Vendor No: 13066 P.O/Contract No: 5675
Description of Services:
Provide mandated qually assurance roview of madical calls received by the Communications Center.
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:
Rahul Maharaj
Company Name:
Street Address: 161 Trimble Court
City, State, Zip Code: Gllroy, CA 95020
Contact Person: Rahul Maharaj
Telephone: (408) 230-4485 Email: [email protected]
Business License No: 40056524 /Expiration Date: 8/21/2021 A California one panto p. lily car Lion pri norporation, partnership,
] individual dba as [specify:].
other [specify:]
Term. The effective date of this Contract is July 1, 2021 and it terminates June 30, 2024 unless terminated as provided herein.
Payment Limit. City's total payments to Contractor under this Contract shall not excaed $59,400.00 • City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Councll 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 Obllgations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are Incorporated hereln by reference, subject to all the terms and conditions contained or incorporated hereln.
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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.
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.)
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 oration
Rahul Maharaj PE
Mut
("The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By: Rahul Maharas 1EG
I hereby certify that this Contract Title: Contracter
has been approved by City Council.
Date Signed: 6/25/21
mela Chist
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By: Rahul Maharas 185
Title: Contractor
/ City Attorney
Date Signed: 6/25/21
(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
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For the Contract between the City of
Richmond and
Rahul Mahara]
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Police Chlaf perform the following services and be compensated as outlined below:
Provide mandated quality assurance of medical calls received by the Communications Center staff at the rate of 55.00 per hour.
: For the Contract between the City of •
Paul Ma and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY
MANAGERI
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 shail 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: Michael Schlemmer Department: Police
PO Box 4046
Richmond, CA 94804-0046
4. All Invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Michael Schlemmer before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or Interest.
6. A Richmond business license shall be obtalned before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
Rahul Maharaj
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in witing and may be delivered by deposit in the United States mall, postage prepala. 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 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, o a similar overnight courier service, addressed to the proper party and marked for next business day moring 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:
Michael Schlemmer
City of Richmond
326 27th Street
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Rahul Maharaj
Rahul Maharaj
161 Trimble Court
Gitroy, CA 95020
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and 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, 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 • про со вор prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, Indemnify; defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-18-11 1 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, malntain 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 transter of letters of patents, copyright and other registrations. This power of attomey 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 pertalning to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of Califomla, 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 reasonable not caly shall have the right to inspect such work upon
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 Genaral Condiions/ENTE 01-12-11 2 of 13
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Contractor shall, at Its own cost and expense, fumish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A. records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records avallable to authorized representatives of the CITY, the State of Californla, and the Untted 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 property 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-axamine said books, records, accounts, and data during the five (5 year perfod following the termination of this Contract, and Contractor shall in no event dispose of destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
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Pursuant to Callfornia 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 audi shall be confined to those matters connected with the performance of this Contract Including, but not limited to, the cost of administering this Contract.
B. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and pald for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressiy 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 exira work, Contractor shall prompty 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 falr 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 extrà work, Contractor shall not be paid extra compensation above that provide herein and if such determination is made by City staff, said determinatior :
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 Genaral Condittons/EJ/TE 01-19-11 4 of 13
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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 soope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of
10. Professlonal Ability. Contractor acknowledges, represents and warrants that Contractor and Its employees are skilled and able to competentiy 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 retalned 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. Jermination 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 : ermination, Irrespective of whether such materials or services of othel ave actually been delivered, provided that Contractor is not able t 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 it chooses.
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13. Termination In the Event of Default. Should Contractor fall to perform any of its obligations hereunder, within the time and in the manner provided or oinerwise 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 Secion 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, ncluding attomey's fees, expert witness fees and costs, if any, sustaine y City by virtue of Contractor's breach of this Contract. Additionally, i 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 avold 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 §6 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 Califomia 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, detend and indemniiy the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses Including attornays' 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 immedlately 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 Imitation, 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 alterative dispute resolution. Contractor's obligation to General Constions/EJ/TE 01-10-11 6 of 13
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indemnify applies unless it is finally adjudicated that the liabllity was caused by the sole active negligence or sole willful misconduct of an agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and descriptlon, brought forth on account of ultra-hazardous activities, activites giving rise to strict liability, or detects 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 negllgence 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 Californla 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 obllgation 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, relleve 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 16 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 rellave 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 highes! standards of workplace safety. Contractor shall perform all work hereunder in full compllance 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 •
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage ocours in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhiblt F to this Contract. Contractor shall abide by the insurance regurements set forth in said Exhibit F.
18.Non-Liabllty of Officials and Emplovees of the City. No official or employee of the City shall be personally liable for any default or liabllity 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 prevalling wage laws. Compliance under this provision includes compllance with all provisions of the Richmond Municipal Code ("Muncipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowiedges that under § 2.60.070 of the Municipal Code "Living Wage Ordinance"), Contractor shall promptly provide to Cit locuments and information verifying Its compliance with the Living Wag 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 Pollcy Against Workplace Harassment, are avallable on the City's website at
ttp://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees t bide by the terms and conditions of said policies
20.Limitations upon Subcontracting and Asslanment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Condiions/EJ/TE 01-19-11 8 of 13
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under this Contract and shall not assign this Contract, nor any portion hereof or monles 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 coples 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 Exhiblts 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 Attomey.
23. Conticting Provisions, In the event of a confict 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 prevall 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 prevall over ose prepared by the Contractor, and the terms and conditions preferre y the City shall prevail over those preferred by the Contracto
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and Ganeral Conditions/EJ/TE 01-18-11 9 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 hereln 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 orresponding responsibllties of City, shall be deemed extraneous to, an lot 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 perormance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials nol related to the price thereof, fallure of power, restrictive governmental lawe and regulations enacted after the date of this Contract, riots, civil unrest, acis 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 perlod 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 Fender to the le of ty of petro aped under then contact tini reton, 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 e confidential, and will not be open to examination for any purposes no firectly connected with the administration of such service No person will publish or disclose or permit or cause to be published or lisclosed, any list of persons recelving services, except as may be equired in the administration of such service
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20. 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
30. Governing Law. This Contract shall be construed in accordance with the law of the State of Californla 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
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 fallure by City to continue the purchase of all or any fallure 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 ss 800 et seg. The clalms presentation provisions of sald 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.
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 product shall be free from material defects in materials and workmanship shall be promptly performed by Contractor, at Contractors expense, Including shipping.
: 35. Severability. In the event that any of the provisions or portions or General Conditions/EJ/TE 01-19-11 11 of 13
toward effecting the purpose of this Contract, and the validity and enforceabllity 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 duty 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.
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 ol 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.
of skill and judgment normally exercised by professional firms performing 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 •
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City shall provide Contractor an opportunity to cure errors and omission vhich may be disclosed during the review of submittals, with no increas n the authorized Contract Payment Limit. Should Contractor fall to mak necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor. determination, that Contractor has satisfactorily completed performance of of Final Acceptance by executing and submitting to City a Release and
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contrac shall remain in full force and effect after termination or completion •
General Conditions/ENTE 01-18-11 13 of 13
For the Contract between the City of
Richmond and
Rahul Maharaj
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EXHIBITE
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (If applicable):
For the Contract between the City of :
Richmond and
Rahul Maharaj
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 anc Incorporated herein by this reference.