Agenda — Richmond City Council, July 2, 2024 (part 10 of 18)

July 02, 2024
Mayor's Office
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Mayor Eduardo Martinez
Subject: Appointment(s) to the Design Review Board
FINANCIAL IMPACT: N/A

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

Ben Kellman and Bahar Biazar are applying for a vacant
seat on the Design Review Board
RECOMMENDED ACTION: APPOINT Ben Kellman and Bahar Biazar to the Design Review Board, to fill vacant positions, terms expire March 17, 2026 - Mayor’s Office (Mayor Eduardo Martinez 510-
620-6503).

DISCUSSION:

Ben Kellman, a Richmond resident for 20 years, is seeking a seat on the Design Review Board. With extensive experience working on key city projects, including the renovation of City Hall, the construction of the Richmond Transit Station and BART garage, and the development of Unity Park, Ben brings valuable industry knowledge to the table.

As President of the Richmond Emergency Food Pantry's Board of Directors and a member of the Groundwork Richmond Board of Directors, Ben is deeply involved in the AGENDA
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July 02, 2024
community. His professional credentials include being a Licensed CA General Contractor, a Certified Construction Manager, and a LEED Green Associate. Ben’s education includes studies at Laney College and Cal Poly, San Luis Obispo.

Ben's commitment to Richmond’s design and development, combined with his extensive background, makes him a strong candidate for the Design Review Board.

Bahar Biazar is applying for a seat on the Design Review Board, bringing over a decade of experience in city planning, urban design, and architecture. Bahar holds a bachelor’s in city planning, a master’s in urban design, and a Design Certificate from UC Berkeley Extension.

Bahar is also connected to the San Jose State University’s Urban Planning Department as an instructor, adding to her extensive background. Bahar is excited to use their expertise to contribute to the community and enhance the city's development.

Bahar’s solid educational background and professional experience make them a valuable candidate for the Design Review Board.

DOCUMENTS ATTACHED:

Attachment 1 - Redacted Application Ben Kellman
Attachment 2 - Redacted Application Bahar Biazar
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07/02/2024
Mayor's Office
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Mayor Eduardo Martinez
Subject: Commission on Aging Appointment
FINANCIAL IMPACT: N/A

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

Rev. Donna DeCamp is applying for a vacated seat on
the Commission for Aging.

RECOMMENDED ACTION: APPOINT Rev. Donna Decamp to the Commission on Aging, to fill an unexpired term, term expires May 19,
2027 - Mayor’s Office (Mayor Eduardo Martinez 510-620-
6503).

DISCUSSION: Rev. DeCamp has shown compassion for others through her services with the United Methodist Clergy and wishes to continue to serve Richmond through an appointment on the Commission on Aging.

AGENDA
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07/02/2024
DOCUMENTS ATTACHED:

Attachment 1 – Redacted application for Rev Donna Decamp 2228
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PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

Karlyn Neel applying for a vacant seat on the Design
Review Board
RECOMMENDED ACTION: APPOINT Karlyn Neel to the Design Review Board, filling a vacant position, term expires March 17, 2026 - Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

DISCUSSION:

Karlyn Neel, with nearly three decades in design and a previous member of the Design Review Board, is applying again. She holds a BS in Political Science and a Graphic Design Certificate from UC Berkeley.

Karlyn is passionate about architecture, preservation, and community spaces. She aims to leverage her expertise to give back to the community and make great design accessible to all. Her experience and dedication make her a strong candidate for the Design Review Board.

AGENDA
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July 02, 2024
DOCUMENTS ATTACHED:

Attachment 1 - Redacted Application Karlyn Neel
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July 2, 2024
Mayor's Office
DATE: July 2, 2024
TO: Members of the City Council
FROM: Mayor Eduardo Martinez
Subject: Appointment of Richmond representative for Public Bank East Bay
FINANCIAL IMPACT: N/A

PREVIOUS COUNCIL
ACTION:

On April 19, 2022, Councilmember McLaughlin was
appointed as the City of Richmond’s representative to the Board of Directors of the future bank.

STATEMENT OF THE
ISSUE:

Mayor Martinez has agreed to be the representative from Richmond replacing Councilmember McLaughlin, and he
will keep the City Council updated on progress as the
bank continues to move forward.

RECOMMENDED ACTION: APPOINT Mayor Eduardo Martinez as the Richmond representative to the Public Bank of the East Bay —
Mayor's Office (Mayor Eduardo Martinez 510-620-6503).

DISCUSSION:

The City of Richmond has agreed to be a founding member of the Public Bank of the East Bay (PBEB) and is currently represented by Councilmember Gayle McLaughlin as Richmond’s appointed representative to the board. Councilmember McLaughlin has AGENDA
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been attending meetings over the past two years, as plans have been undertaken to create and submit the business plan to the proper regulatory agencies: Federal Deposit Insurance Corporation (FDIC) and the California Department of Financial Protection and Innovation (DFPI). City staff have been involved in the business plan process as well.

One of the necessary steps to finalize the Public Bank board is to schedule training for all board candidates. Those trainings will begin this summer and continue into the fall.

They will take place online through videoconferencing. The scheduling for the bank board trainings will take place at the convenience of the candidates.

Mayor Martinez has agreed to be the representative from Richmond replacing Councilmember McLaughlin, and he will keep the City Council updated on progress as the bank continues to move forward.
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July 2, 2024
Police Department
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Bisa French, Chief of Police
Subject: RPD Sole-Source Contract with Veritone for Redaction Software as a Service
FINANCIAL IMPACT: The estimated expenditure of $15,000 is included in the Police Department’s proposed budget for Fiscal Year
2024-2025 – account string 01191021-400209.

PREVIOUS COUNCIL
ACTION:
n/a

STATEMENT OF THE
ISSUE:

The Police Department must remove sensitive data
before releasing audio/video clips requested by the
Public Records Request Act and Freedom of Information
Act. Removing the sensitive data is a labor-intensive
process made easier by Veritone’s Redact software.

RECOMMENDED ACTION: APPROVE the sole-source contract with Veritone for their Redact Software as a Service (SaaS) for a contract amount of $49,500 for the period July 1, 2024 through
June 30, 2027 – Police Department (Chief Bisa French
510-621-1802).

DISCUSSION:

Police departments all over the Country are increasingly reliant on body-worn cameras and other recording devices to maintain public safety and transparency, the City of AGENDA
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July 2, 2024
Richmond is no exception. However, the manual redaction of sensitive information from audio and video recordings is time-consuming and resource intensive. Veritone's Redact software offers an AI-powered solution that automates this process, significantly reducing the time and effort required. This allows officers and administrative staff to focus on their primary responsibilities, enhancing overall efficiency.

Veritone's Redact software ensures high accuracy in identifying and redacting sensitive information, minimizing the risk of human error and maintaining consistency. The customizable redaction policies allow the software to adhere to the department's specific requirements, ensuring we meet legal standards and protect privacy. By accurately redacting faces, license plates, and other personal identifiers, the software safeguards the privacy of victims, witnesses, and uninvolved parties, which is crucial for maintaining public trust and ethical standards.

From a cost perspective, automated redaction reduces labor costs associated with manual processes, offering significant savings. The flexible subscription model of Veritone's Redact software provides scalability, allowing us to manage costs effectively according to our budget and needs. This makes the software a cost-effective solution that can adapt to varying levels of demand and operational requirements, ensuring fiscal responsibility. Police Department staff currently estimate that roughly $15,000 will be expended each fiscal year during the term of the contract and is recommending an additional contingency amount of $4,500 in the event an urgent need arises.

Moreover, Veritone's Redact software integrates seamlessly with existing digital evidence management systems, ensuring a smooth transition and uninterrupted workflow. Its user-friendly interface requires minimal training, facilitating quick adoption by staff. Utilizing this technology, the police department will enhance operational capabilities, better serve the community, and uphold the highest standards of transparency and accountability.

DOCUMENTS ATTACHED:

Attachment 1 – Standard Contract
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CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

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

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

Police Eric Tam [email protected] (510) 621-1819 14460 Veritone Redact software (SaaS) used to redact video and audio for the Office of Professional Accountability (OPA). Veritone, Inc. 5291 California Ave. Ste. 350 Irvine, CA 92617 Aviv Redlich (949) 298-6660 [email protected] 40064160 December 31, 2024 Delaware Corporation July 1, 2024 June 30, 2027 49,500.00 ✔ DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2237

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

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

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

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

Title: By:

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

Date Signed:

By:

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

By:

By: Title:

City Attorney
Date Signed:

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

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
Veritone, Inc.

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2238
For the Contract between the City of
Richmond and

EXHIBIT A

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

1. The Services will be subject to the terms and conditions set forth in the Veritone License Agreement as attached as Exhibit H, which are incorporated herein by reference.

2. Vendor agrees to furnish the following information when submitting invoices for services rendered: (a) person who authorizes the service (b) case or reference number (c) hours of media processed.

3. Vendor will maintain their services for the duration of this contract by releasing error corrections, bug fixes and patches in accordance with Vendor's regularly schedule release cycles, at Vendor's expense. The City may notify Vendor of any errors by emailing [email protected]. If the upload and processing of a media file fails due to an error in Veritone platform or infrastructure, the City will not be charged to re-upload such file.

4. Vendor agrees to maintain and comply with CJIS GovCloud guidelines for the duration of the contract. The City reserves it's rights to cancel the contract for non-compliance with CJIS GovCloud.

5. In the event of a material conflict between the terms in the City of Richmond’s Standard Contract and Veritone's attached License Agreement, City of Richmond’s Standard Contract shall govern.

6. License Agreement start date may vary from Exhibit H, but will be adjusted upon execution of this agreement; AND, Veritone's License Agreement's will be valid for one-year terms, until exhaustion of the contract funds listed in this Standard Contract by the City of Richmond.

Police Department
Veritone, Inc.

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2239
For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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

Eric Tam
Veritone, Inc.

Police Eric Tam
DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2240
For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

Attention: City of Richmond
Project Manager: Department:
1701 Regatta Blvd.

Richmond, CA 94804

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

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

Veritone, Inc.

Eric Tam Police Eric Tam
DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2241
For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond
Richmond, CA 94804-0046

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

Veritone, Inc. Veritone, Inc. Eric Tam 1701 Regatta Blvd. Aviv Redlich 5291 California Ave. Ste. 350 Irvine, CA 92617 DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2242
General Conditions/EJ/TE 01-19-11 1 of 13

EXHIBIT D

GENERAL CONDITIONS

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

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

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

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2243
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2244
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2245
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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

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

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

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2246
General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2247
General Conditions/EJ/TE 01-19-11 6 of 13

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

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2248
General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

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

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

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2249
General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2250
General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

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

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

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

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2251
General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.

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

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

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

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

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

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

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

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2252
General Conditions/EJ/TE 01-19-11 11 of 13

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2253
General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

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

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

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

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

39. Performance and Final Acceptance.

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

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2254
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

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

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

41. Sanctuary City Contracting Ordinance (SCCO). The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G, prior to the execution of this Agreement.

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2255
For the Contract between the City of
Richmond and

EXHIBIT E

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

None.

Veritone, Inc.

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2256
For the Contract between the City of
Richmond and

EXHIBIT F

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

Veritone, Inc.

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2257
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.

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

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

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

5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.

6. Cyber Liability Insurance
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)

PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2258
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 2 of 4
Revised: September 2011

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

Cyber Liability Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Same limits as General Liability.

Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Additional Insured Endorsement
Additional Insured Endorsement
(continued)
Applicable to General Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2259
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 3 of 4
Revised: September 2011
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

1. 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 nonrenewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

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

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

Insurance certificates and endorsements may be faxed to the Designated Project 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 DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2260
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 8:

IT and Cyber Risks
Type 1 – Page 4 of 4
Revised: September 2011
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.

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2261

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

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

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

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

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)

EXHIBIT G

SPECIAL CONDITIONS
For the Contract between the City of
Richmond and
Veritone, Inc.

DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2262
F – License Agreement (Redact, Illuminate, Contact) (8.2023)

EXHIBIT H

LICENSE AGREEMENT
This License Agreement (“Agreement”) is entered into as of the date of the last signature below (“Effective Date”) by and between Veritone, Inc. (for itself and/or its subsidiaries), having an office located at 5291 California Ave., Suite 350, Irvine, CA 92617 (“Veritone”) and the entity listed under Licensee Information below (“Licensee”), with respect to license(s) to Veritone’s Platform and related Services.

Licensee Name: Richmond Police Department Billing Contact Information Licensee Address: 1701 Regatta Blvd Richmond, California 94804 United States
Contact Name:

Contact Name: Eddie Aubrey Contact Phone:

Phone: 510-620-6666 Contact Email:

Email: [email protected] Email for Invoices
(if different):

Master License Terms and Conditions. This Agreement is governed by the Veritone Master License Terms and Conditions at https://www.veritone.com/terms-conditions/ and the product specific terms and conditions at https://www.veritone.com/glc-terms/ as applicable (collectively, the “Terms and Conditions”), all of which are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions contained in the Terms and Conditions, the provisions of this Agreement shall govern and control. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Terms and Conditions.

Replacement of Prior Agreement. This Agreement replaces and supersedes the Agreement between Licensee and Veritone executed on October 10, 2023
Payment Terms. Payment Terms will be set forth in the applicable Product Ts & Cs.

Non-Cancellable Fees. All payment obligations and fees included herein are non-cancelable and all amounts paid in connection with this Agreement are non-refundable. Customer is responsible for paying all fees applicable to the License and related services, whether or not it actively used, accessed or otherwise benefited from the Platform and related Services.

Authority. The person executing this Agreement on behalf of each party represents and warrants that he or she has full authority to execute the same on behalf of such party, and that no other actions or approvals are required for such party to enter into this Agreement and perform its obligations hereunder.

ACCEPTED AND AGREED BY:

VERITONE, INC. LICENSEE
Signature: /siganture_VER4/ Signature: /siganture_VER3/ Name: /fullname_VER4/ Name: /fullname_VER3/
Title: /title_VER4/ Title: /title_VER3/
Date: /datesigned_VER4/ Date: /datesigned_VER3/

LICENSEE INFORMATION

LICENSE AND SERVICES DETAILS
Term: Start Date: June 05, 2024 End Date: June 04, 2025 Services Description License Fees
Redact Application
▪ aiWARE Platform access
▪ Veritone Redact Application
▪ Cognitive Processing:
- Includes up to a total of 130 hours of media uploaded by Licensee to the Redact Application during the Term
▪ Additional processing will be charged at a rate of $92 per hour of media uploaded to the Redact Application
$12,000.00
Training and Support Standard webinar training and onboarding; technical support via email and in-app chat for Contact Application
Included
DocuSign Envelope ID: 043DB272-D667-431F-B930-D1160D5FF934 2263

Page 1 of 2 ends

July 2, 2024
Public Works
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Daniel Chavarria, PE, Director of Public Works
Tawfic Halaby, PE, Deputy Director of Public Works
Carl Capistrano, Facilities Maintenance Superintendent
Subject: Piggyback Contract with Angeles Contractor, Inc.

FINANCIAL IMPACT: Funding for the purchase is anticipated to come from mid-year adjustment to facilities maintenance from
general fund or capital improvement.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

The City has ongoing needs for waterproofing and roof
repairs at various City facilities, which will be addressed by Angeles Contractor.

RECOMMENDED ACTION: APPROVE an agreement with Angeles Contractor, Inc. in an amount not to exceed $300,000 for a term ending
June 7, 2025 – Public Works (Daniel Chavarria 510-620-
5478 / Carl Capistrano 510-620-6896).

DISCUSSION:

Several City facilities have leaky roofs, and water intrusion is causing damage to building ceilings and interiors. Over the years, City staff has performed spot repairs at various roof locations, however the spot repairs constitute a temporary stop-gap measure only. During the winter of 2023-24, roof leaks continued to be a problem at AGENDA
REPORT
2264

Page 2 of 2 ends

July 2, 2024
various City facilities. During the mid-year process, staff requested additional funding from City Council, to address leaky roofs at various city facilities.

Preventive maintenance measures, such as waterproofing and repairs, are costeffective treatments that prolong the useful life of a facility roof for five to seven years.

This will provide more time for the City to develop a strategy for replacing roofs, which usually require a structural assessment, hiring an architect and/or a structural engineer, upgrading roof structure designs to conform to current seismic standards, and issuing large construction contracts. These roof replacements are longer-term endeavors, require planning and design, and are relatively costly.

City staff members request approval of a piggyback contract with Angeles Contractor, Inc. for waterproofing and repairs at various City facilities in an amount not to exceed $300,000 and for a term ending June 7, 2025. Individual work authorizations will be issued as needed for work at individual facilities as needs arise and funding becomes available, pursuant to the proposed agreement.

DOCUMENTS ATTACHED:

Attachment 1 – Proposed Contract
Attachment 2 – Piggyback Approval
2265

CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

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

Description of Services:

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

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

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: / Expiration Date:

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation

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

Title: By:

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

Date Signed:

By:

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

By:

By: Title:

City Attorney
Date Signed:

LIST OF ATTACHMENTS:

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
2268
For the Contract between the City of
Richmond and

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

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

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

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

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

PO Box 4046
Richmond, CA 94804-0046

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

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

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. 2269
Work Order Signature Document
EZIQC Contract No.: CA-R4-GB-101723-ACI
Richmond Annex Senior Center Roofing and Waterproofing Repair New Work Order
128007.00
Modify an Existing Work Order
Work Order Title:

Work Order Number.: Work Order Date:

X
05/10/2024
Contractor Name:

Contact:

Phone:

Contact:

Phone:

Alex Cho
(714) 443-3655
Owner Name: City of Richmond - Public Works
Carl Capistrano
510-620-6896
Angeles Contractor Inc.

Work to be Performed
Work to be performed as per the Final Detailed Scope of Work Attached and as per the terms and conditions of Sourcewell EZIQC Contract No CA-R4-GB-101723-ACI.

Brief Work Order Description:

Richmond Annex Senior Center Roofing Repair
Liquidated Damages Will apply: Will not apply:

Estimated Completion Date:

Time of Performance Estimated Start Date:

X
Work Order Firm Fixed Price: $25,957.40
Owner Purchase Order Number:

Approvals
City of Richmond - Public Works Date Contractor Date

2.00

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5/10/2024
Work Order Signature Document
2270

3.00 Detailed Scope of Work
To: Alex Cho From: Carl Capistrano
Angeles Contractor Inc. City of Richmond - Public Works 783 Phillips Drive 6 13th St
City of Industry, CA 91748 Richmond, CA 94801
(714) 443-3655 510-620-6896
Work Order Number:

Date Printed: May 10, 2024
128007.00
Work Order Title: Richmond Annex Senior Center Roofing and Waterproofing Repair Brief Scope: Richmond Annex Senior Center Roofing Repair Preliminary Revised X Final
The following items detail the scope of work as discussed at the site. All requirements necessary to accomplish the items set forth below shall be considered part of this scope of work.

Angeles contractor to furnish and Provide all materials, fixtures, equipment, and labor as necessary to complete work.

Work to be performed during regular business hours (Monday- Friday 7AM - 4pm).

Work Order Title: Richmond Annex Center Roof Repair
Scope of work:
• Clear debris, dirt, and vegetation from the roof surface to ensure proper adhesion of patching materials. • At location 1: Remove and replace existing roofing clay tiles down towards roof valley (10’ from left side/9 rows) to structural deck, assumed double-layer of roofing and underlayment. • At location 1: Remove and replace new flashing system on left side of roof valley wall. • At location 1: Provide and install ice and water shield (membrane) and one layer of #30 ASTM felt underlayment as secondary barrier if necessary.
• Repair water damaged plywood sheathing if necessary.
• At location 2: Remove and replace clay tiles on roof ridge wall. • At location 2: Remove and replace new water resistance PVC membrane 8’x8’ around roof ridge wall. • Entire roofing, conduct ongoing inspections throughout the patching process to ensure that work meets industry standards and client expectations.
• Perform water tests, to verify the effectiveness of patching and sealing on entire roofing. • At location 3: Remove and replace clay tiles on roof ridge wall above the window. Repair the flashing as needed.

Subject to the terms and conditions of EZIQC Contract CA-R4-GB-101723-ACI.

Page 1 of 2 ends

5/10/2024
Scope of Work
2271
Detailed Scope of Work Continues..

Work Order Title:

Work Order Number: 128007.00
Richmond Annex Senior Center Roofing and Waterproofing Repair Contractor Date
City of Richmond - Public Works Date

Page 2 of 2 ends

5/10/2024
Scope of Work
2272

4.00 Contractor's Price Proposal - Summary
Owner PO #:

Richmond Annex Senior Center Roofing and Waterproofing Repair 128007.00
IQC Master Contract #: CA-R4-GB-101723-ACI
Work Order #:

Title:

Re:

Date: May 10, 2024
Proposal Value:

Contractor: Angeles Contractor Inc.
$25,957.40
Bond $547.00
Builders Risk Policy $547.00
Clay Tile $16,762.75
Mobilization $2,762.46
Paint $996.90
PVC Roofing $4,341.29
Proposal Total
Thisl total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding.
$25,957.40

Page 1 of 1 ends

5/10/2024
Contractor's Price Proposal - Summary
2273

5.00 Contractor's Price Proposal - Detail
Richmond Annex Senior Center Roofing and Waterproofing Repair 128007.00
IQC Master Contract #: CA-R4-GB-101723-ACI
Work Order #:

Owner PO #:

Title:

Re:

Date: May 10, 2024
Proposal Value:

Contractor: Angeles Contractor Inc.
$25,957.40
Labor Equip. Material (Excludes)
Sect. Item Mod. UOM Description Line Total
Bond
01 22 16 00 0002 Reimbursable FeesReimbursable Fees will be paid to the contractor for eligible costs as directed by Owner. Insert the appropriate quantity to adjust the base cost to the actual Reimbursable Fee. If there are multiple Reimbursable Fees, list each one separately and add a comment in the "note" block to identify the Reimbursable Fee (e.g. sidewalk closure, road cut, various permits, extended warranty, expedited shipping costs, etc.). A copy of each receipt, invoice, or proof of payment shall be submitted with the Price Proposal. 1 EA $547.00
Installation x x = 547.00
Quantity Unit Price Factor Total
497.27 1.00 1.1000
Bond: 2% of proposal value $24,863.40
Subtotal for Bond $547.00
Builders Risk Policy
01 22 16 00 0002 Reimbursable FeesReimbursable Fees will be paid to the contractor for eligible costs as directed by Owner. Insert the appropriate quantity to adjust the base cost to the actual Reimbursable Fee. If there are multiple Reimbursable Fees, list each one separately and add a comment in the "note" block to identify the Reimbursable Fee (e.g. sidewalk closure, road cut, various permits, extended warranty, expedited shipping costs, etc.). A copy of each receipt, invoice, or proof of payment shall be submitted with the Price Proposal. 2 EA $547.00
Installation x x = 547.00
Quantity Unit Price Factor Total
497.27 1.00 1.1000
Builder’s risk policy fee: calculated at 2% minimum of total amount for proposal value of $24,863.40 Subtotal for Builders Risk Policy $547.00
Clay Tile
01 22 20 00 0087 Maintenance Roofer Worker With Truck And ToolsThis task will be used specifically for maintenance service calls.
3 HR $11,155.92
Installation x x = 11,155.92
Quantity Unit Price Factor Total

32.00 228.71 1.5243
Tile/slate hours are set for a total of three working days. 2 men 8 hours =2 days Total of 32 hours. 4 06 11 16 00 0213 LF 1" x 2" Pine/Spruce/Fir Light Framing, Trim And Furring $329.25 Installation x x = 224.99
Quantity Unit Price Factor Total

60.00 2.46 1.5243
Demolition 60.00 x 1.14 x 1.5243 = 104.26
Total framing for installation of new wood battens underneath SOW proposed location. 5 07 01 50 81 0021 LF Mastic Sealer, 1/4" Bead At Joint $404.24 Installation x x = 282.91
Quantity Unit Price Factor Total

40.00 4.64 1.5243
Demolition 40.00 x 1.99 x 1.5243 = 121.33

Page 1 of 3 ends

5/10/2024
Contractor's Price Proposal - Detail
2274
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 128007.00
Richmond Annex Senior Center Roofing and Waterproofing Repair Clay Tile
6 07 32 13 00 0012 SQ Spanish Tile Roofing, Blend, 171 Piece Per SQ $1,546.89 Installation x x = 1,162.90
Quantity Unit Price Factor Total

0.50 1,525.82 1.5243
Demolition 1.00 x 251.91 x 1.5243 = 383.99
Per SOW At Lcoation 1: Remove and replace existing roofing clay tiles down towards the roof valley.

Match to existing roof tiles.
7 07 32 13 00 0012 SQ Spanish Tile Roofing, Blend, 171 Piece Per SQ $930.32 Installation x x = 930.32
Quantity Unit Price Factor Total

0.40 1,525.82 1.5243
LIne item to be used to replace the ridge cap in Location #3 07 51 13 00 0075 Up To 50 SQ, 20 Year, Built-Up Bituminous Or Modified Bituminous Membrane, Roofing System Warranty
8 EA $1,485.67
Installation x x = 1,485.67
Quantity Unit Price Factor Total

1.00 974.66 1.5243
Warranty application only applicable to the the work performed under the SOW. Location #2 9 09 01 20 91 0027 SF >50 To 250 SF, Chip, Clean And Repair Plaster/Stucco $910.46 Installation x x = 910.46
Quantity Unit Price Factor Total

30.00 19.91 1.5243
Per SOW Remove and disposse approx 15" of Sheetmetal counter flashing against stucco wall.

Subtotal for Clay Tile $16,762.75
Mobilization
01 74 19 00 0014 20 CY Dumpster (2 Ton) "Construction Debris"Includes delivery of dumpster, rental cost, pick-up cost, hauling, and disposal fee. Non-hazardous material. 10 EA $1,158.47
Installation x x = 1,158.47
Quantity Unit Price Factor Total

1.00 760.00 1.5243
Container will be used to haul away the roof material per SOW. 11 07 05 13 00 0003 EA >1 To 2 SQ, Mobilization Of Crew For Small Quantity Of Roof Work $1,603.99 Installation x x = 1,603.99
Quantity Unit Price Factor Total

1.00 1,052.28 1.5243
Line item will be used to repair two small location for the torch down application.

Subtotal for Mobilization $2,762.46
Paint
12 09 91 23 00 0109 SF 1 Coat Primer, Brush Work, Paint Interior Stucco Wall Surfaces $388.70 Installation x x = 388.70
Quantity Unit Price Factor Total
150.00 1.70 1.5243
The Stucco will paint will be applied to all the stucco repairs for the replacements of the flashing. 13 09 91 23 00 0114 SF 2 Coats Paint, Brush/Roller Work, Paint Interior Stucco Wall Surfaces $608.20 Installation x x = 608.20
Quantity Unit Price Factor Total
150.00 2.66 1.5243
The Stucco will paint will be applied to all the stucco repairs for the replacements of the flashing.

Subtotal for Paint $996.90
PVC Roofing
14 07 01 50 91 0002 SF Up To 2,500 PSI, Pressure Wash Membrane Roofing $137.19 Installation x x = 137.19
Quantity Unit Price Factor Total
600.00 0.15 1.5243
Pressure wash the flat torch down test for water settle and possible leaks. Pressure wash partial tiles after installation.

Page 2 of 3 ends

5/10/2024
Contractor's Price Proposal - Detail
2275
Contractor's Price Proposal - Detail Continues..

Work Order Title:

Work Order Number: 128007.00
Richmond Annex Senior Center Roofing and Waterproofing Repair PVC Roofing
15 07 11 13 00 0002 CSF 1 Coat, Fibrous Asphalt Dampproofing, Brush, Roller Or Spray $545.73 Installation x x = 545.73
Quantity Unit Price Factor Total

2.00 179.01 1.5243
Re seal the flashing and roofing termination bars & flashing. 16 07 13 13 00 0005 CSF 4 Ply, 15 LB Asphalt Saturated Organic Felt Sheet Waterproofing, Hot-Mopped $1,262.46 Installation x x = 903.71
Quantity Unit Price Factor Total

1.00 592.87 1.5243
Demolition 1.50 x 156.90 x 1.5243 = 358.74
Install New ice & water shield underlayment at approved repair location per SOW. 17 07 51 13 00 0164 SQ 60 Mil Tri-Polymer Alloy (TPA) White Membrane $1,263.23 Installation x x = 1,263.23
Quantity Unit Price Factor Total

1.00 828.73 1.5243
Line item applies to the PVC roof repair mininum one square. 18 07 59 00 00 0002 LF Membrane Roofing Termination BarIncludes fasteners and caulking. $405.46 Installation x x = 307.30
Quantity Unit Price Factor Total

40.00 5.04 1.5243
Demolition 40.00 x 1.61 x 1.5243 = 98.16
Termination will be applied at the verticle application of new and proproperly fastened and sealed. 19 07 65 19 00 0007 LF 24" Wide Strip, 60 Mil, Neoprene Flashing $372.42 Installation x x = 372.42
Quantity Unit Price Factor Total

12.00 20.36 1.5243
smooth ply flashing at cricket and fascia
20 07 92 13 00 0062 CLF 3/4" x 1" Joint, Polysulfide Sealant And Caulking $354.80 Installation x x = 308.97
Quantity Unit Price Factor Total

0.20 1,013.49 1.5243
Demolition 0.20 x 150.33 x 1.5243 = 45.83
Re seal the flashing and roofing termination bars & flashing.

Subtotal for PVC Roofing $4,341.29
Proposal Total
This total represents the correct total for the proposal. Any discrepancy between line totals, sub-totals and the proposal total is due to rounding.
$25,957.40

Page 3 of 3 ends

5/10/2024
Contractor's Price Proposal - Detail
2276
Subcontractor Listing
128007.00
Richmond Annex Senior Center Roofing and Waterproofing Repair IQC Master Contract #: CA-R4-GB-101723-ACI
Work Order #:

Owner PO #:

Title:

Re:

Date: May 10, 2024
Proposal Value:

Contractor: Angeles Contractor Inc.
$25,957.40
Name of Contractor Duties Amount %
No Subcontractors have been
selected for this Work Order
$0.00 0.00

6.00

Page 1 of 1 ends

5/10/2024
Subcontractor Listing
2277
For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

City of Richmond
Richmond, CA 94804-0046

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

2278
General Conditions/EJ/TE 01-19-11 1 of 13

EXHIBIT D

GENERAL CONDITIONS

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, 2279
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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. 2280
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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. 2281
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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 2282
General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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 2284
General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

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 2285
General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated 2286
General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and 2287
General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
2288
General Conditions/EJ/TE 01-19-11 11 of 13

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view 2289
General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

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.

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. 2290
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
2292

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

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
2293
For the Contract between the City of
Richmond and

EXHIBIT F

Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.