Richmond City Council
March 19, 2024

DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

CITY OF RICHMOND

STANDARD CONTRACT
Attachment 2
Department: Community Development
Project Manager E-mail:
[email protected]
PR No: Vendor No: 15809
Project Manager: Jesus M. Morales
Project Manager Phone No:
(510)620-6649
P.O./Contract No: / 5495
Description of Services:

Maintain and service homeless encampments throughout the city including Castro and provide services such as portable toilets, site cleaning, garbage collection, water, and other similar activities.

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: safe or9anized Spaces (SOS)
Street Address: 23 Maine Avenue, #15
City, State, Zip Code: Richmond. CA 94804
Contact Person: Daniel Barth
Telephone: (510)990-2686Email: [email protected]

2. 3.

4. 5.

Business License No: 4006-3130/ Expiration Date: December 31, 2023 A California [| corporation, Q limited liability corporation || general partnership, Q limited partnership, || individual, [/] non-profit corporation, individual dba as [specify:]
other [specify:]
Term. The effective date of this Contract is March 28, 2023 and it terminates March 31, 2024 unless term inated as provided herein.

Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 738,693.59 . City shall not pay for services that exceed the Contract Payment Limit un less^a contract amendment has been approved by the City Council or City Manager.

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.

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.

DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

6. 8.

9. 10.

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.

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.

Signatures. These signatures attest the parties' Contract hereto:

CONTRACTOR:

Safe Organized Spaces (SOS)

CITY OF RICHMOND
a municipal corporation
DocuSigned by:

By: ^Iw^b AWi'iAi^
Title:Mayor4/28/2023
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
•DocuSigned by;
By: | ~N)
I hereby certify that this Contract
has been approved by City Council.

Title:Executive Director
•DocuSignedby;
Date Signed: 4/27/2023
Ui^nL (MoAj P^u^ ^ Ctu4
•DE73F2339944495.

City Clerk
Approved as to form:

By:
(* The Corporation Chief Financial Officer,
Secret^iy-®jcAlDii^W?t Secretary should sign below)
By:.

DocuSfgned by:
far
ODC0208DCODC4DO...

Title:Chief Financial officer
uity Atro'rrrey"
Date SignecL4/27/2023
LIST OF ATTACHMENTS:

Service Plan
Payment Provisions
Authorized Representatives and Notices
General Conditions
Special Conditions
Insurance Provisions
Standard Contract/EJ/TE 9-26-07
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For Contract between
the City of Richmond and
Safe Organized Spaces (SOS)

EXHIBIT A
SCOPE OF WORK-April 1, 2023 through March 31. 2024
Contractor shall, to the satisfaction of the City of Richmond Project Manager (PM), perform the following services and be compensated as outlined below:

1. Trash and dumping cleanup at encampments at 5-1 0 with basic outreach.

2. Deliver mobile showers to city-specified encampments, including Castro, North Richmond, and El Sobrante.

3. Deploy mobile amenities to encampments, such as drinking water, laundry service support, supplies for residents and their property during inclement weather, and basic outreach to assist people with access to SOS services.

4. Provide workforce and leadership development within the encampment resident population and expand pathways towards full employment.

5. At the direction of the city provide problem solving, community building, and service development activities to improve public safety and responsiveness to homelessness.

6. Provide services to the unhoused for basic needs to improve health, sanitation, and safety, with referrals to other service providers including CORE.

TASKS
Task: 1. Cleanup of Trash and Illegal Dumping at Encampment Sites - 6 days/week
The Mobile Street Team, comprised of current and former encampment residents, will travel from encampment to encampment utilizing SOS vehicles to remove trash and illegally dumped items at or near encampments. Special pick up may be requested by the PM in response to City departments or resident complaints. All refuse will be disposed of at the West Contra Costa Sanitary Landfill (WCCSL). Mobile Street Team members will also conduct basic outreach, and engagement to build trust including providing food, water, socks, hand warmers, ponchos, tarps, showers, etc. Services include providing trash bags, gloves, safety supplies for workers, and cleaning supplies.

Team Members: 3 (2 staff and 1 leader)
Total Hours: 72 hours
Number of Days: 6 Days
Pay Rate/Hour: $18; Team Leader: $21
Sub-task 1.1. The Castro Steet Team will coordinate their cleanup activities with Castro Project Manager Vanessa Galloway. The Castro Street Team is comprised of Castro residents who work at the Castro encampment. This team dedicated to the Castro encampment and the areas directly surrounding the encampment (e.g. Hensley Street, DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For Contract between
the City of Richmond and
Safe Organized Spaces (SOS)
Castro Street, and N. Castro St.). More specifically, team members (and extra staff as assigned) will support: special clean up days facilitating the removal of abandoned vehicles, support the towing of abandoned vehicles, and surrendered items.

Additionally, team members will support the weekly removal of trash in concert with Republic services to mitigate the potential for illegal dumping, pest control, unsightliness of the encampment, and general health of residents. Trash is collected and prepared for removal by the Mobile Streets Team while encampment relationships are engaged will improve community safety, stability, and security. As Castro residents are transitioned to housing choices off-site, work schedules may be adjusted as needed.

Team Members: 4 (3 staff and 1 leader)
Total Hours: 36 hours
Number of Days: 6 Days
Pay Rate/Hour: Team Member $18, 3 days/week, 4 hours/day (36 hours total/week); Team Leader: $21, 4 days/week., 4 hours/day, 16 hours total/week Task 2: Encampment Shower Services - 7 events/week
The Shower Power team deploys showers at various encampments (e.g. Castro, El Sobrante), and by request at locations across Richmond, providing 2.5 hours of shower service, serving approximately 20 people per location. Shower service includes providing soap, shampoo, and towels for residents. Staff will also facilitate the cleaning and sanitation of each unit following each individual use. The Shower Power Team shall provide referrals to CORE and other services for participants. Three shower events are scheduled at the Castro encampment per week.

Team Members: 2
Total Hours: 36 hours
Number of Days: 6 Days
Pay Rate/Hour:

Team Member: $18, 30 hours/week
Team Leader: $21, 30 hours/week
Task 3: Outreach for Encampment Services - 5 days/week
At the direction of the PM, the Outreach Team will establish new relationships with interested encampment residents and housed neighbors with a goal of creating and sustaining regular contact to improve basic health and safety. Outreach staff will refer unhoused residents to Life Long Medical Care Health Center's team of Health Ambassadors forWellness Assessments and goal setting to improve income, health, and housing status (e.g. treatment support, access to prescriptions or medications, basic health screening). In addition, team members will make referrals to the Coordinated Outreach Referral Engagement (CORE) team for evaluation of vulnerability and sen/ices navigation (e.g. referral to shelters, securing personal identification and connecting to SNAP). Outreach staff may provide transportation for encampment DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For Contract between
the City of Richmond and
Safe Organized Spaces (SOS)
residents who seek meals, showers, laundry, and other encampment services.

Additional encampment services are also offered 4 days/week, deliver drinking water, laundry, maintenance of toilets, and other community amenities at the Castro encampment.

Team Members: 2
Number of Days: 4 Days/week
Pay Rate/Hour: $18/hr., 4 days/week, 6 hours/day, 24 hours total/week Task 4: Workforce and Leadership Development
The Workforce Leadership Team will:
• support the deployment and supervision of the 20+ member unhoused workforce team (Street Team, Castro Team, Shower Power, and Outreach Team) and troubleshoot human resource and behavioral challenges
• manage program operations
• build and sustain community relationships and stakeholders • troubleshoot logistical and materials/supply problems ensuring encampments residents and staff have access to tools and items to complete work • lead planning, training, personal development, and improvements in health, job advancements and housing
• work with institutional leaders (e.g. Faith, civic, service providers) as thought partners for development and operations of unhoused interventions Team Members:

Logistics Manager: 40 hours per week at $22/hr.

Workforce and Care Coordinator: 20 hours per week at $25/hr.

Program Operations Manager: 40 hours per week at $25/hr.

Operations Director: 40 hours per week at $32/hr.

Executive Director: 40 hours per week at $34/hr.

Task 5: Special projects/services
SOS will assist the City in responding and assisting on special projects as directed by the PM, which may include providing problem solving, community building, and service development activities to improve public safety and responsiveness to homelessness issues.

DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For Contract between
the City of Richmond and
Safe Organized Spaces (SOS)

1. Team members,
TRASH
Trash and outreach (team)
Trash and outreach (leader)
Castro trash (team)
Castro trash (leader)
Event extra staffing (for City events)

SHOWERS
Shower leader
Showerteam

OUTREACH
Outreach leader
Outreach team

ADDITIONAL ENCAMPMENT SERVICES
Team

MANAGERS
to gistics M a nager(unhoused)
Program Operations Manager
Workforce and Care Coordinator
Operations Director
Executive Director
Total Staff
•tows, and Hourly
People]
2 ll
3|
n
2|
People]
n
n
People
2|
People]
2|
11 ll
11 11
11 201
Rate
$18.00
$21.00
$18.00
$21.00
$18.00
Rate
$21.00
$18.00
Rate
$18.00
Rate
$18.00
$22.00
$25.00
$25.00
$32.00
$34.00
Rate
Days/week
6 6
3 4
1 Events/week
8 8
Days/week
4 Days/week
4 Hours/da\
E
e
/
A
Hours/evenl

3.75 3.7S
Hours/day
£
Hours/da\
6 Hours/weel
7;
3£
3E
u
1C
Hours/weet
3C
3C
Hours/weet
4S
Hours/weel<
48 4C
4C
20 40
4G
Gross pay/week
Cost/week
$1,296.00
$756.00
$648.00
$336.00
$180.00
Cost/week
$630.00
$540.00
Cost/week
$864.00
Cost/week
$864.00
$880.00
$1,000.00
$500.00
$1,280.00
$1,360.00
$11,134.00
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For Contract between
the City of Richmond and
Safe Organized Spaces (SOS)

2.TIMELINE.

Tasks
Provide list of unhoused encampment sites scheduled for targeted service and scheduled days and times for delivery services.

1. Trash service pickup

2. Mobile showers

3. Water

4. Laundry Services
Provide list of scheduled days and times for delivery services for Castro encampment.

1. Trash service pickup

2. Mobile showers

3. Water

4. Laundry Services
Resident outreach with a goal of creating and sustaining regular contact to improve basic health and safety. Referrals to CORE for HMIS registration and eligible services.

Develop Workforce and Leaders, provide schedule of training for staff.

Special cleanup events, Castro, at least once a month. Remove debris from abandoned and inoperable vehicles scheduled for towing at Castro.

Special targeted encampment cleanups
Due Date
Ongoing
Ongoing
Ongoing
Ongoing
April 2023- June
2023
As needed basis
per City
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For Contract between
the City of Richmond and
Safe Organized Spaces (SOS)

3. Project Outcomes and Evaluation
Program
Component
Trash service
pickup
Mobile
Showers
Water
Laundry
Services
Resident
outreach and
Referrals to
CORE
Develop
Workforce
and Leaders
Clean up
events
Grant
Applications
Program Outcome
Reduce amount of
debris in and around
unhoused
encampments
Provide residents
opportunity to clean up
to improve health and
self-esteem
Provide residents
water for food and self-
sustainability, health
Provide residents
opportunity to clean
their self-esteem
Direct unhoused to
County for registration
and eligible services
Provide SOS staff
training opportunities
for self-development,
job skills
Special cleanup
events for targeted
sites including Castro
for extensive debris
removal
Obtain outside funding
Indicator/
Measurement
Tons of debris
transported to
landfill
Number of
showers
provided
monthly
Gallons of
water
provided and
water stations
Number of
unhoused
using laundry
services
Number of
unhoused
registered by
CORE in
HMIS
Number of
staff
completing
training
modules
Monthly at
Castro and as
directed by
City for other
sites
Applications
submitted
Goal
Fifteen
(15) tons
monthly
200
TBD
50 Ten per
month
Ten staff
members
One per
month
One per
quarter
Evaluation Method
Copy of tonnage
receipt delivered to
landfill
Monthly Key
Performance
reports
Monthly Key
Performance
reports
Monthly Key
Performance
reports
CORE Program
summary and or
Monthly Key
Performance
reports
Enrollment and
completion
certificates
Monthly Key
Performance
reports
Funds secured
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

EXHIBIT B
BUDGET
For Contract between
the City of Richmond and
Safe Organized Spaces (SOS)

SOURCES AND USES BUDGET
11 21
31 4|
51 61
SOURCES BUDGET April 1, 2023 through March 31, 2024
Clean CA Grant
ECIAGraant
TDA Grant
Lifelong Graant
RCF Grant
Subtotal Grants
City of Richmond
Total SOURCES
$ 122,000.00
$ 22,000.00
$ 30,000.00
$ 45,000.00
$ 25,000.00
$ 244,000.00
$ 738,693.59
$ 982,693.59
11 21
31 4|
5|
61 7|
81 91
101
Ill
121
13|
14|
151
16|
171
18|
19|
20|
211
22|
231
24|
25|
USES BUDGET April 1, 2023 through March 31, 2024
Executive Director
Operations Director
Program Operation Mgr.

Workforce & Care Coordinator
Logisitics Manager
Management Payroll subtotal
Streets Team Payroll subtotal
Subtotal Labor
Payroll taxes, and PTO
Workers Co mp.

Total Labor
Supplies, gas, materials, etc
Debris Transfer fees
Insurance - vehicles (4)
Insurance- liability
Utilities, phone, internet
Rent and Storage
Training
Vehicle Overhead
Direct Program Expense
Total Expenses
Indirect costs
Total USES Budget

16.15%

11.00%

10.000%
$ 70,720.00
$ 66,560.00
$ 52.000.00
$ 26,000.00
$ 45,760.00
$ 261,040.00
$ 317,928.00
$ 578,968.00
$ 93,503.33
$ 63,686.48
$ 736,157.81
$ 60,000.00
$ 45,000.00
$ 10,000.00
$ 2,500.00
$ 500.00
$ 20,200.00
$ 4,000.00
$ 15,000.00
$ 157,200.00
$ 893,357.81
$ 89,335.78
$ 982,693.59
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For the Contract between the City of
Richmond and
Safe Organized Spaces (SOS)

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

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

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Jesus M. Morales _ Department: Community Development 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, Jesus M. Morales _ before payments shall be authorized.

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

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

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

DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For the Contract between the City of
Richmond and
Safe Organized Spaces (SOS)

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:

Jesus M. Morales
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-0046

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

Daniel Barth
Safe Organized Spaces (SOS)
23 Maine Avenue, #15
Richmond. CA 94804
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

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, Copvriahts and Riflhts in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make,have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 Of 1 3
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 import:, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

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

General Conditions/EJ/TE 01-19-11 2 of 13
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 3 of 1 3
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 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 staffs determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staffs determination.

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 4 of 1 3
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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

General Conditions/EJ/TE 01-19-11 5 Of 1 3
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses;defense costs, including but not limited to reasonable attorneys' fees; court: costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJH'E 01-19-11 6 of 13
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

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

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

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 Of 1 3
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 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-Liabilitv of Officials and Employees,oi the Cjty. 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/workDlacepolicies . Contractor agrees to abide by the terms and conditions of said policies.

20. Limitations upon Subcontractinci and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 1 3
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 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 orjoint-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.Confljct^^^^^^^ 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-exclusivitv. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJH-E 01-19-11 9of13
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 City reserves the right to employ other Contractors in connection with the project.

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

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

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

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

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

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

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

General Conditions/EJfTE 01-19-11 10 Of 1 3
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

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."
SO.Governinci 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. Severabilitv. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court: of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01 -19-11 11 Of 13
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 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. Possessorv Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.

39. Performance and Final Acceptance.

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

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

General Conditions/EJ/TE 01 -19-11 12 Of 1 3
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review ofsubmittals, 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.

General Conditions/EJ/TE 01-19-11 13of13
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For the Contract between the City of
Richmond and
Safe Organized Spaces (SOS)

EXHIBIT E

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

DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 For the Contract between the City of
Richmond and
Safe Organized Spaces (SOS)

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.

DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
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 CITi', on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CnY 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 CFTY 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
Workers' Compensation and
Employers' Liability
Minimum Limits
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; htta://www.ci.richinond.ca.us/index.asox?nid=61.

Type 1 - Page 1 of 4
Revised: September 2011
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
General Liability
(primary and excess limits
combined)
Automobile Liability
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.)
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.

PROJECT COST
$0 - $5 million
$5 million - $10 million
Over $10 million
Fireworks

REQUIRED LIMIT
$2 million p/o
$5 million p/o
$10 million p/o
$5 million p/o
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.
$1,000,000 per occurrence for bodily injury and property damage.

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 shaj[wajye all nghts of sy^^^^^^
Same limits as General Liability.

Required Policy Conditions
A. M. Best Rating
Additional Insured Endorsement
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.

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.

JSO 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.

Type 1 - Page 2 of 4
Revised: September 2011
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
Additional Insured Endorsement
(continued)
Primary and Noncontributory
Waiver of Subrogation
Endorsement Form
Deductibles and Self-Insured
Retentions
Loss Payable Endorsement (only
required when Builder's Risk
and/or Course of Construction
Insurance is required.)

SURETY BONDS
(If a Public Works/Engineering
Project)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.asox?nid=61
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.

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.asox?nid=61
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.

Applicable to Builder's Risk/Course of Construction naming the City of Richmond as Loss Payee.

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.

Type 1 - Page 3 of 4
Revised: September 2011
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
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.

Type 1 - Page 4 of 4
Revised: September 2011
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

ACORE/CERTIFICATE OF LIABILITY INSURANCE
DATE (MNTODfYYYY)
04/21/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY 6p NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

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

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

PRODUCER
M A Hays Insurance
CA License #0094750
232 Broadway
RichmondCA 94804

CONTACT
NAME:Joel Rubinstein
PHONE
(AfC, No. Exll:(510) 235-0353FAX
WC, No):(510)235-5058
ADDRESS:

INSURER(S) AFFORDING COVERAGE
INSURER A Nonprofits Insurance Alliance
NAIC#
INSUREDINSURER B :

Safe Organized Spaces Richmond
23 Maine Ave. Box 16
Richmond
INSURERC;
CA 94804
COVERAGESCERTIFICATE NUMBER: CL2292005994[EVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRl
LTR
A
A
A
A

F/PE OF INSURANCE
xlCOMMERCIAL GENERAL LIABILITY
CUUMS-MADE | /^| OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
xlPOLICY LJ?ERC°T |_] LOG
OTHER:

AUTOMOBILE LIABILITY
xl

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY
>

UMBRELLA LIAB

EXCESS LIAB
DED

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY
OCCUR
CUMMS.MAOE

RETENTION S

WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY y I N

ANY PROPRIETOWPARTNERIEXECUTIVE
OFFICER;MEMBER EXCLUDED?
(Mandatory In NH)
If yes, describe undor
DESCRIPTION OF OPERATIONS below
Directors and Officers
INSD.

Y
N/A
il
wvo
Y
Y

POLICY NUMBER
2022-74928
2022-74928
2023-74928UMB
2022-74928
(MWDD/YYYY)
09/15/2022
09/15/2022
04/20/2023
09/15/2022
IMM/DDfmVI
09/15/2023
09/15/2023
09/15/2023
09/15/2023
LIMITS

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (EB occurrence)
MED EXP (Any one person)
PERSONAL 8 ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT
lEa accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)

EACH OCCURRENCE

AGGREGATE
PER

STATUTE
OTII.

ER
E.L EACH ACCIDENT
E.L DISEASE - EA EMPLOYEE
E-L DISEASE. POLICY LIMIT
Per Claim
Policy Aggregate
g 1,000,000
^ 500,000
, 20,000
, 1,000,000
3,000,000
^ 3,000,000
$
$ 1,000,000
$
s
I
$
g 1,000,000
, 1,000,000
A^
s
s
s
$1,000,000
$1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Certificate holder is also an additional insured as follows: The City of Richmond, its officers, officials, employees, agents and volunteersare to be named as addtlonal insureeds 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 dreclly or Indirectly in Ihe performance of this contract.

Insureds coverage is primary and non-contribuory and waiver of subrogation also applies.

CERTIFICATE HOLDERCANCELLATION
City of Richmond
450 Civic Center Plaza
RichmondCA 94804

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

ACORD25(2016/03)The ACORD name and logo are registered (ng/ks ofACORD.1 / / © 1988-2015 ACOWCORPORATION. All rights reserved.

DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

POLICYHOLDER COPY
STATE

COMPENSATION
tNSURAMCE
FUND
P.O. BOX 8192, PLEASANTON, CA 94588

CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
NA
ISSUE DATE: 10-10-2022GROUP:

POLICY NUMBER: 9325376-2022
CERTIFICATE ID: 1
CERTIFICATE EXPIRES: 10-01-2023
10-01-2022/10-01-2023

CITY OF RICHMOND
450 CIVIC CENTER PLAZA
RICHMOND CA 94804-1630
NA
This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated.

This policy is not subject to cancellation by the Fund except upon lo days advance written notice to the employer.

We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration.

This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. ^
Authorized Representative
^

EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE
'^l-^7f^y^
President and CEO
COSTS: $1,000,000 PER OCCURRENCE.

EMPLOYER

SAFE ORGANIZED SPACES RICHMOND
23 MAINE AVE #16
RICHMOND CA 94804
NA
(REV.7-2014)
[P1H,HO]
PRINTED : 10-10-2022
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 l-iii/wn^i-ivn-r

WAIVER OF SUBROGATION
STATE

COMPENSATION
N5URANCE
FUND
9325376-22
NEW
NA
PAGE 1

HOME OFFICE

SAN FRANCISCO

ALL EFFECTIVE DATES ARE
AT 12:01 AM PACIFIC

STANDARD TIME OR THE

TIME INDICATED AT

PACIFIC STANDARD TIME
EFFECTIVE OCTOBER 11, 2022 AT 12.01 A.M.

AND EXPIRING OCTOBER 1, 2023 AT 12.01 A.M.

SAFE ORGANIZED SPACES RICHMOND
23 MAINE AVE #16
RICHMOND/ CA 94804

ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING,

IT IS AGREED THAT THE STATE COMPENSATION INSURANCE FUND

WAIVES ANY RIGHT OF SUBROGATION AGAINST,

CITY OF RICHMOND

WHICH MIGHT ARISE BY REASON OF ANY PAYMENT UNDER THIS

POLICY IN CONNECTION WITH WORK PERFORMED BY,

SAFE ORGANIZED SPACES RICHMOND

IT IS FURTHER AGREED THAT THE INSURED SHALL MAINTAIN

PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION

OF EMPLOYEES WHILE ENGAGED IN WORK FOR THE ABOVE
EMPLOYER.

IT IS FURTHER AGREED THAT PREMIUM ON THE EARNINGS OF SUCH EMPLOYEES SHALL BE INCREASED BY 03%.

NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND

ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE

HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT.

COUNTERSIGNED AND ISSUED AT SAN FRANCISCO:
2570
OCTOBER 12, 2022
^ ^efc^! ^."(^•^- .?

AUTHORIZED REPRESENTATIVE
SCIF FORM 10217 (REV.4-2018)

PRESIDENT AND CEO
OLD DP 217
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 POLICY NUMBER: 2022-74928
Named Insured: Safe Organized Spaces Richmond dba: SOS Richmon

COMMERCIAL GENERAL LIABILITY
CG20120413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - STATE OR GOVERNMENTAL

AGENCY OR SUBDIVISION OR POLITICAL

SUBDIVISION - PERMITS OR AUTHORIZATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
State Or Governmental Agency Or Subdivision Or Political Subdivision:

Any state or political subdivision that issues a permit or authorization to the named insured.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations, A. Section II - Who Is An Insured is amended to
include as an additional insured any state or
governmental agency or subdivision or political
subdivision shown in the Schedule, subject to the
following provisions:

1. This insurance applies only with respect to
operations performed by you or on your behalf
for which the state or governmental agency or
subdivision or political subdivision has issued a
permit or authorization.

However:
a. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
b. If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.

2. This insurance does not apply to:
a. "Bodily injury", "property damage" or
"personal and advertising injury" arising out
of operations performed for the federal
government, state or municipality; or
b. "Bodily injury" or "property damage"
included within the "products-completed
operations hazard".

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

CG201204131 Insurance Services Office, Inc., 2012Page 1 of 1 DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

NONPROFITS

INSURANCE

AUIANCE OF CALIFORNIA
A Headfirlnsuranc.. ft Heart for ^profits. POLICY NUMBER: 2022-74928 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED

PRIMARY AND NON-CONTRIBUTORY

ENDORSEMENT FOR PUBLIC ENTITIES
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name of Person or Organization:

C^y ot Ric-hmond
A. Section II - WHO IS AN INSURED is amended to include:

4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or In part, by:
a. Your negligent acts or omissions; or
b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations.

No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization.

B. Section III - LIMITS OF INSURANCE is amended to include:

8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy.

C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV- COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following:

4. Other Insurance
a. Primary Insurance
This insurance is primary if you have agreed in a written contract or written agreement:
(1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or
NIAC-E610219 Page 1 of 2
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031

I NONPROFITS

I INSURANCE

AUIANCE OF CALIFORNIA
A H^forlnsuran». A Hwt far ^profits. POLICY NUMBER: 2022-74928 (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)' own insurance.

Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance
This insurance is excess over:

1. Any of the other insurance, whether primary, excess, contingent or on any other basis:
(a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work";
(b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner;
(c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I - COVERAGE A- BODILY INJURY AND PROPERTY DAMAGE.
(e) Any other insurance available to an additional insured(s) under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured(s) against any "suit" if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
(a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and
(b) The total of all deductible and self-insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing
If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first.

If any other the other insurance available to the additional insured(s) does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

NIAC-E610219 Page 2 of 2
DocuSign Envelope ID: 1A92EDOD-1CC3-4FA8-990B-21AB5B520031 NONPROFITS POLICY NUMBER: 2022-74928 FORM: NIAC-E26 11 17 NAMED INSURED: Safe Organized Spaces Richmond dba: SOS Richmond

AUIANCI OF CALIFORNIA
ft Head for Insurance. A Heart for Nonproflts,
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM

SCHEDULE
Name of Person or Organization:

C^ty o^ Richmond
Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy, we waive any right of recovery we may have against that person or organization, who may be named in the schedule above, because of payments we make for injury or damage.

NIAC-E261117 Page 1 of 1