Agenda — Richmond City Council, July 2, 2024 (part 4 of 18)

July 2, 2024
Community Development
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Lina Velasco, Director of Community Development
Jesus Morales, Housing Manager
Subject: Sole-Source Contract with Contra Costa County to Provide Project Management & Services Support for
Encampment Resolution Funding 2 (ERF-2R)
FINANCIAL IMPACT: The contract amendment would be funded via the City’s ERF-2R grant received from Cal ICH.

PREVIOUS COUNCIL July 11, 2023

STATEMENT OF THE
ISSUE:

On May 15, 2024, the City was notified by Way2Love,
Inc. that they would be terminating their Encampment
Resolution Funding 2 (ERF-2R) contract with the City to refocus their work around their mission, vision, and
CORE values, and that all their services, including those provided by subcontractors, would cease on July 31,
2024. City staff have been researching alternative
service delivery models and have asked Contra Costa
Health Services to partner with the City by providing
project management and interim housing solutions
support for ERF-2R. The City is looking for new ways to partner with the County and sees this as an opportunity to learn from their vast experience to build City and
service provider capacity to do this work in a more
sustainable and efficient manner.

RECOMMENDED ACTION: AUTHORIZE the city manager or designee to negotiate and execute a sole-source contract with Contra Costa
County Health, Housing & Homeless to provide Project
Management, Care Management, and Interim Housing
Solutions for the Encampment Resolution Funding
AGENDA
REPORT
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July 2, 2024
Round 2 project for an amount not to exceed $1,238,102, for a term beginning July 15, 2024, through July 15,
2025; and DIRECT staff to return in September to report to the Council and community regarding the contract
scope and project activities – Community Development
Department (Lina Velasco/Jesus Morales 510-620-6649).

DISCUSSION:

City staff has been researching alternative service delivery models and has requested Contra Costa Health Services to provide support to the City by helping do project management, care management services, and provide interim housing solutions support for ERF-2R for a 12-month term. The City is looking for new ways to partner with the County and sees this as an opportunity to learn from their vast experience to build City capacity to do this work in a more sustainable and efficient manner.

This partnership will provide the City an opportunity to 1) leverage County staff expertise and experience in project management related to homelessness services; 2) leverage County resources by having County staff embedded in project activities; 3) potentially serve as a model for City and County partnership in tackling homelessness problem by blending funds to reduce the per person costs and fill serve gaps; and 4) enhance data tracking and reporting.

Staff is requesting the City Council authorize the City Manager and Director of Community Development to negotiate and execute a sole source contract with Contra Costa County to be able to continue to provide unhoused residents in the ERF-2R project with services. The parameters for the contract will be to align with state funding requirements, a 12-month service term, and contract amount would not exceed $1,238,102.

Current discussions with County staff are centered around providing the following services under this contract:
 One ERF-2 project manager;
 An additional 2-person CORE team to support ERF-2 clients at navigation facility;
 5 dedicated beds at Brookside Shelter for ERF-2 clients – ERF-2 clients would be provided with case management and housing navigation services provided by the County at no additional cost; and,
 15 Pallet units co-located @ Brookside Shelter to expand interim housing solutions that will serve couples and provide extra storage capacity for clients. 509

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July 2, 2024
Below is a preliminary budget breakdown of anticipated costs:

In short, staff is seeking Council authorization to be able to partner with the County to learn from their vast experience in creating sustainable housing solutions for the unhoused. The City’s funding will be leveraged by an additional $1,009,952 in County resources.

City staff, along with its service providers, have done its best to administer these programs in thoughtful and effective ways; however, the city continues to be challenged by the available housing options for clients and the limited resources available. This partnership will leverage resources each organization has in hopes that the outcomes will be greater and more sustainable for the unhoused residents served.

City and County staff would propose to present in September when the City Council is back in session on the contract scope and project activities to garner approval to move forward with the bigger pieces of the plan developed by staff.

Staff is also proposing an additional contract amendment with RCF Connects to provide hotel rooms, case management support, and rental assistance payments.

POLICY SYNERGIES
On May 23, 2023, the City Council adopted the Homelessness Strategic Plan to provide short-term and long-term steps to address homelessness. Within these Goals, the following immediate action step was recommended:

Funding source(s)
Funding Amount
Salaries FTE Salaries FTE
ERF CORE Team - 12 months 286,131 2.38 652,854 5.13
Contract Administrator - 1.0 FTE 12
moths 162,391 1.00
Admin Staff 83,466 0.40
Pallet Project 500,000 -
Brookside Shelter Beds 177,025 -
Subtotal 1,125,547 736,320
Subtotal Direct Expenses 1,125,547 736,320
Admin Indirect Expense 10% 112,555 10% 73,632
200,000
1,238,102 1,009,952
Housing Security Fund (HSF)

TOTAL PROGRAM EXPENSES
1,238,102 1,009,952
Richmond County Leveragaged
funding
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July 2, 2024
Priority Action Step 6 - Strengthen collaboration between the City, County and community-based organizations to improve data collection, implement this Strategic Plan, provide services in the city, and apply for funding opportunities.

The dedicated City staff person would determine frequency and format of interagency collaboration, which could include systems level partner meetings, a local data workgroup, or direct service coordination. (Action Step 5.2).

The proposal to partner with the County and other project service providers working on ERF-2 are aligned with the Priority Action Step above and would strengthen our collective efforts and build the City’s and service providers capacity to do this work.

CONCLUSION
Both City and County staff are excited at the opportunity to partner in new ways to reduce homelessness in the City and County as a whole. We have made great progress in this work over the last two years and believe through new and innovative collaborations, we’ll have an even greater impact.
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July 2, 2024
Economic Development
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Nannette Beacham, Director of Economic Development Samantha Carr, Environmental Manager
SUBJECT: Negotiations with the Top-Ranked Proposal for Solid Waste Collection Agreement Request for Proposal (RFP).

FINANCIAL IMPACT: The proposed action will have no additional impact on the FY 2024-25 Adopted City Budget.

PREVIOUS COUNCIL
ACTION:

July 19, 2022, May 2, 2023, July 11, 2023

STATEMENT OF THE
ISSUE:

In 1986, the City of Richmond entered into an exclusive Solid Waste Collection Franchise Agreement (Collection
Agreement) with Richmond Sanitary Service, a
subsidiary of Republic Services, which is set to expire June 30, 2025. The City Council directed City staff
members to initiate a competitive solicitation process for the Collection Agreement. The City received one
submittal and after the proposal review, interview, and evaluation process, the evaluation committee
recommends the City proceed to the next stage and
commence agreement negotiations with the top-ranked
proposer.

RECOMMENDED ACTION: ADOPT a resolution authorizing the city manager and/or her designee to proceed with negotiations with the topranked proposal, Richmond Sanitary Services Inc, a subsidiary of Republic Services for the City’s solid waste collection services and franchise agreement – Economic
Development Department (Samantha Carr 510-620-
5407).

AGENDA
REPORT
512

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July 2, 2024
DISCUSSION:

The City of Richmond’s solid waste and recycling services are provided by two agreements with Republic Services: Collection Agreement and Post-Collection Agreement. Additionally, the City contracts with Golden Bear Transfer Services, Inc. (operated by Republic Services) for solid waste transfer services.

The Golden Bear Transfer Station and the Organics Processing Facility located on top of the closed landfill are located within City limits. The City limits border the West County Integrated Resource Recovery Facility (IRRF) and Household Hazardous Waste Recovery facility. The Collection and Post-Collection Agreements are set to expire June 30, 2025, and the transfer services agreement is set to expire December 31, 2025.

On May 2, 2023, the City of Richmond City Council directed City staff members to initiate a competitive solicitation process for their solid waste Collection Agreement. The City of Richmond in coordination with the City of San Pablo released a Request for Proposal (RFP) on January 5, 2024. The City received one submittal and after the proposal review, interview, and evaluation process. As such, the evaluation committee recommends the City proceed to the next stage and commence agreement negotiations with the top-ranked proposer, Richmond Sanitary Services, Inc. (RSS), a subsidiary of Republic Services, Inc.

Staff recommends that the City Council authorize the City Manager, and/or her designee, to negotiate the terms of a Solid Waste Franchise-Collection Agreement with Richmond Sanitary Services (RSS), as listed above. Upon completion, City staff will return to the City Council with final terms and rates for City Council approval.

POLICY SYNERGIES
Climate Action Plan
 Strategy SW 1: Establish a Zero Waste Framework
 Strategy SW 2: Increase Participation in Recycling Programs and Incentives  Strategy SW 3: Supportive Garbage Collection Service Rates and Schedules General Plan 2030
 Policy EC3.3 Solid Waste Reduction and Recycling. Promote waste reduction and recycling to minimize materials that are processed in landfills DOCUMENTS ATTACHED:

Attachment 1 - Resolution
513
Reso. No. _____

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RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND,

CALIFORNIA, AUTHORIZING THE CITY MANAGER TO PROCEED WITH

NEGOTIATIONS WITH THE TOP-RANKED PROPOSAL, RICHMOND SANITARY SERVICES INC., A SUBSIDIARY OF REPUBLIC SERVICES, FOR THE CITY’S

SOLID WASTE COLLECTION SERVICES AND FRANCHISE AGREEMENT WHEREAS, the City of Richmond has had a Franchise-Collection Agreement with Richmond Sanitary Services, Inc., a subsidiary of Republic Services, Inc., since 1986; and WHEREAS, the Franchise-Collection Agreement has been amended over the years – 1991, 1994, 1999, 2003, 2004, 2014, and 2019; and
WHEREAS, the Franchise-Collection Agreement expires on June 30, 2025; and WHEREAS, at the May 2, 2023 City Council meeting, the Richmond City Council directed City staff members to initiate a competitive solicitation process for their solid waste Collection Agreement; and
WHEREAS, on January 5, 2024, the City of Richmond in coordination with the City of San Pablo released a joint Request for Proposals (RFP) for the new Franchise-Collection Agreement with the City of Richmond; and
WHEREAS, the City received one submittal and after the proposal review, interview, and evaluation process, the evaluation committee recommends the City proceed to the next stage and commence agreement negotiations with the top-ranked proposer, Richmond Sanitary Services, Inc., a subsidiary of Republic Services, Inc.; and
WHEREAS, City staff recommends authorization of the City Manager and/or her designee to negotiate the key terms of the Franchise-Collection Agreement, including: solid waste programs and services, collection service rates, franchise fee, reporting requirements, transition plan, alternative service options, and other terms and conditions as deemed necessary.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond hereby authorizes the City Manager and/or her designee to negotiate a Solid Waste FranchiseCollection Agreement with Richmond Sanitary Services, Inc., a subsidiary of Republic Services, Inc.; and
BE IT FURTHER RESOLVED that the City Manager and staff will present all final terms and conditions negotiated, and return to the City Council for final approval.

BE IT FURTHER RESOLVED that the foregoing recitations are true and correct and are included herein by reference as findings.
******************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held on Mmmm dd, yyyy, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:
514
Reso. No. _____

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CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

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July 2, 2024
Economic Development
Port Division
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Nannette Beacham, Economic Development Director
Charles Gerard, Port Director
Robert Stevens, Port Engineer
Lizeht Zepeda, Senior Business Assistance Officer
Kyle Lam, Management Analyst
Subject: Acceptance of the Painting Project at 1322 and 1325 Canal Blvd
FINANCIAL IMPACT: $107,500 - Account String: 40163080 400642 36005

PREVIOUS COUNCIL
ACTION:

February 22, 2024

STATEMENT OF THE
ISSUE:

On February 22, 2024, the City Council authorized a
construction contract in the amount of $107,500 with
Fresh Start Painting for the painting of 1322 and 1325
Canal Boulevard. Work commenced on April 29th, 2024,
and continued through June 6th, 2024. The Port Director, and the Port Engineer has determined that the project
work is complete. City Council acceptance is required to close out the project.

RECOMMENDED ACTION: ADOPT a resolution accepting the painting project of 1322 and 1325 Canal Boulevard completed under Fresh
Start Painting; and AUTHORIZE the Port Director to
execute associated documents to record the project –
Economic Development Department (Charles Gerard –
510-215-4600).

AGENDA
REPORT
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July 2, 2024
DISCUSSION:

The Port Director, Charles Gerard, and the Port Engineer, Robert Stevens, have determined that the project work is complete. City Council acceptance is required to close out the project.

The building being painted, 1322 and 1325 Canal Blvd. is within the Point Potrero Marine Terminal. It was constructed as part of Shipyard Number 3 during World War II to support the construction of Liberty and Victory Ships. In 2014, the Port completed the building’s renovation for use as its office and the remaining area was offered for rent.

The building’s exterior walls are composed of painted metal siding to remain consistent with historical preservation standards.

Due to the building’s location near the San Francisco Bay with a high salt presence in the air, the siding begins to corrode if not painted every 8 to 10 years. Currently, corrosion exists on the metal siding and windows. In addition, several of the metal letters on the building’s façade were damaged during last year’s storms. The Port therefore sought a vendor to remove corrosion, paint the building’s exterior, and replace seven damaged letters.

The work progressed on schedule and the final project construction cost was at budget at $107,500. This includes all change orders, and any requested additional work.

Staff recommends that the City Council adopt a resolution to accept the painting project at 1322 and 1325 Canal Boulevard. Additionally, staff recommends authorizing the Port Director to execute any necessary documents to record the project, including filing the Notice of Completion and subsequently releasing retention to the contractor in accordance with the contract documents.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution
Attachment 2 – Executed Contract/Construction Agreement Attachment 3 – Before and In-progress Photos
Attachment 4 – Completed Construction Photos
517
Reso. No. _____

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RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA, ACCEPTING THE PAINTING PROJECT OF 1322 AND 1325

CANAL BOULEVARD
WHEREAS, on February 22nd, 2024, Council authorized a construction contract in the amount of $107,500 with Fresh Start Painting for the painting project of 1322 and 1325 Canal Boulevard ; and
WHEREAS, worked commenced on April 29th, 2024 and continued through completeion on June 6th, 2024 ; and
WHEREAS, the final construction costs was at budget at $107,500; and WHEREAS, Fresh Start Painting has completed the work to the satisfaction of the Port Director and staff recommends the acceptance of the painting project of 1322 and 1325 Canal Boulevard allowing for filing of the Notice of Completion, followed by the release of retention to the Contractor in accordance with contract documents.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Richmond hereby resolve, declare, determine and order as follows:

1. The recitals above are found to be true and correct and constitute the findings of the City Council made in support of this resolution.

2. City Council authorizes the acceptance of the painting project of 1322 and 1325 Canal Boulevard and release of retention in accordance with contract documents. ******************
***THE CLERK’S OFFICE WILL COMPLETE THE INFORMATION BELOW**** I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held on Mmmm dd, yyyy, by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
518
Reso. No. _____

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State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on Mmmm dd, yyyy.
_______________________________________
Pamela Christian, Clerk of the City of Richmond
519
1 CONSTRUCTION AGREEMENT
This Construction Agreement (“Agreement”) is made and entered into this ____ day of ____, 2024, by and between the City of Richmond, a municipal corporation and charter city (“City”) and Fresh Start Painting Co., a California Corporation (“Contractor”), with reference to the following facts. The parties may be referred to in this Agreement individually as “Party” and collectively as the “Parties.”

RECITALS
A. On November 20, 2023, the City circulated an Invitation for Bids seeking contractors willing to undertake the construction of painting of the Riggers Loft, located at the Point Potrero Marine Terminal (the “Project”).

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

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

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

ARTICLE I

CONSTRUCTION OF PROJECT
Section 1.1 Contract Documents.

Project Specifications – including the Notice to Prospective Bidders, Invitation for Bids, Instructions to Bidders, Special Provisions, Description of Work, Construction Details (including all plans and specifications), and Proposal Package, along with any Requests for Information (RFI), responses to RFI, and addenda issued prior to the deadline for submitting bids – Contractor’s Proposal attached as Exhibit A, and this Agreement, constitute the “Contract Documents.”
Section 1.2 Construction.

Contractor shall furnish all labor, materials, methods, processes, implements, tools and machinery, within the time frames set, and do all the things necessary for the proper completion of the work shown and described in Contract Documents.

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March
520
2 Section 1.3 Payments.

Contractor agrees to receive and accept the sums set forth in the Bid Schedule attached as part of the Proposal, as full compensation for furnishing all materials and doing all the work contemplated and required by this Agreement, and for all loss or damage arising out of the nature of the undertaking of the construction of the Project, or from the acts of the elements, or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the construction of the Project until its completion and acceptance by the City, and for all expenses incurred by or in consequence of the suspension or discontinuance of the construction of the Project, and for well and faithfully performing the construction of the Project and the whole thereof, in the manner and according to the Contract Documents.

Section 1.4 Discovery of Hazardous Waste or Unusual Conditions. (a) Promptly and before the following conditions are disturbed, the Contractor shall notify the City in writing of any:
(1) Material that the Contractor believes may be hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law.
(2) Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to bidders prior to the deadline for submitting bids.
(3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement. (b) The City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in the Contractor's cost of, or the time required for, performance of any part of the work shall issue a Change Order under the procedures described in this Agreement. (c) In the event that a dispute arises between the City and the Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor's cost of, or time required for, performance of any part of the work, the Contractor shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. The Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

Section 1.5 Laws and Regulations.
(a) The Project work shall proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and Contractor shall be responsible to the City for the procurement and maintenance thereof.

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3 (b) Contractor shall cause all work performed in connection with construction of the Project to be performed in compliance with (i) all applicable laws, ordinances, rules and regulations now in force or that may be enacted hereafter; (ii) all conditions of Project approval and mitigation measures included in any adopted or certified environmental document prepared for the Project; and (iii) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction, provided that such direction given during construction does not conflict with conditions of Project approval or mitigation measures. (c) Contractor shall and shall cause its subcontractors to pay prevailing wages in the construction of the Project as those wages are determined pursuant to Labor Code Sections 1720 et seq., and implementing regulations of the Department of Industrial Relations, and to comply with all other applicable federal, State and local laws, regulations and ordinances pertaining to labor standards insofar as those laws, regulations and ordinances apply to the performance of this Agreement, including any applicable City of Richmond employment requirements, including but not limited to the City's Living Wage Ordinance (Richmond Municipal Code Chapter 2.60), the City's Business Opportunity Ordinance (Richmond Municipal Code Chapter 2.50), and the City's Local Employment Program Ordinance (Richmond Municipal Code Chapter 2.56). During the construction of the Project, Contractor shall post at the construction site the applicable prevailing rates of per diem wages. Contractor shall indemnify, hold harmless and defend, (with counsel reasonably acceptable to the City) the City against any claims for damages, compensation, fines, penalties or other amounts arising out of failure or alleged failure of any person or entity (including Contractor and its subcontractors) to pay prevailing wages in connection with construction of the Project. This Section 1.5(c) shall survive the termination of this Agreement. (d) Contractor and all subcontractors shall maintain accurate payroll records showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker and others employed on the Project. Each payroll record shall contain or be verified by a written declaration made under penalty of perjury, stating both of the following: (1) the information contained in the payroll record is true and correct, and (2) the employer has complied with the requirements of Labor Code Section 1771 (prevailing wage provisions), Section 1811 (eight-hour day, forty-hour week provisions), and Section 1815 (overtime compensation) for any work performed by his or her employees on the Project. The Contractor shall provide certified payroll records to the City each week, no later than ten (10) days after the end of a weekly pay period. Pay records shall be maintained and made available in accordance with Labor Code Section 1776. In addition, Contractor shall and shall cause its subcontractors promptly to deliver to the City, upon request, documents verifying compliance with the Living Wage Ordinance, which include documents which evidence that each affected employee has been notified regarding the wages required to be paid pursuant to the Living Wage Ordinance.

Such wages shall also be posted at the construction site. This Section 1.5(d) shall survive the termination of this Agreement.

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4 Section 1.6 Inspections.

Contractor shall permit and facilitate, and shall require its subcontractors to permit and facilitate, observation and inspection of the Project by the City and by public authorities at all times for the purposes of determining compliance with this Agreement and permits issued to perform the Project work. In so doing, Contractor shall provide access for testing and inspections. Contractor shall coordinate and schedule all testing and inspections required on the Project with the required advance notice as defined in the Project Specifications.

Section 1.7 Equal Opportunity.
(a) During the construction of the Project there shall be no discrimination on the basis of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin, ancestry, or disability in the hiring, firing, promoting, or demoting of any person engaged in the construction work.
(b) In addition, Contractor agrees to observe the provisions of Section 2.28.030 of the Richmond Municipal Code, obligating Contractor and its subcontractors to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religion, creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Section 1.8 Working Hours.

Eight hours of labor is a legal day’s work. Any worker’s time of service is restricted to eight hours during any calendar day, and 40 hours during a calendar week, unless overtime compensation is paid at not less than one and one-half times the basic rate of pay. The Contractor shall be assessed a penalty of twenty-five dollars ($25) for each day a worker is employed in violation of these requirements.

Section 1.9 Insurance and Bond Requirements.
(a) In accordance with California Labor Code Section 3700, Contractor must secure Workers’ Compensation coverage for its employees. Prior to performing any work, Contractor must execute a certification in the form set out at California Labor Code Section 1861. (b) Contractor shall submit to the City evidence of the insurance and payment and performance bond coverage meeting the requirements set forth in the Project Specifications. Proof of insurance and bonding related to the construction of the Project shall be provided to the City not more than (10) days after award of the contract. The City shall review and approve or disapprove of the evidence of insurance within twenty (20) days after submittal of complete information in the form required by the City. If the City disapproves the evidence of insurance, it shall specify in writing the reasons for such disapproval. Contractor shall resubmit the information required within ten (10) days. The review and submittal periods for resubmittals shall be reduced to a ten (10) day review period for the City and a five (5) day period for resubmittal by Contractor and shall continue to apply until the City approves the evidence of insurance coverage, but in no event shall the DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 523
5 submittal and review period continue for more than forty-five (45) days. If, after forty-five (45) days the Contractor has not provided evidence of insurance and bond coverage meeting the requirements of the City, the City shall terminate the contract and may either award the work to the next lowest responsive responsible bidder or issue a new request for bids. (If the City issues a new request for bids, the Contractor shall be disqualified from re-bidding the work because of the failure to provide timely proof of insurance and/or bond coverage.) No work shall be initiated on the Project prior to Contractor's receipt of the City's approval of evidence of insurance coverage related to the construction of the Project.
(c) Contractor shall require and verify that all subcontractors or other parties hired for the Project purchase and maintain coverage for indemnity and insurance at least as broad as specified in the Project Specifications to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this Agreement. Contractor shall include the following language in their agreement with subcontractors: “Subcontractors hired by Contractor agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under the Contract Documents and provide a valid certificate of insurance and the required endorsements included in the agreement as proof of compliance prior to commencement of any work and to include this same requirement for any subcontractors they hire for this work. A copy of the insurance and indemnity requirements of the Contract Documents will be furnished to the subcontractor upon request.” Contractor shall have furnished the City with evidence of the insurance coverage meeting the insurance requirements set forth in Project Specifications for each subcontractor prior to initiating any work on the Project, including Builder's Risk insurance with appropriate coverage for the cost of construction. The periods for submittal, review and approval shall apply as stated in subparagraph (b) above.
(d) The Parties agree that notwithstanding the time requirements set forth in this subsection for submittal and resubmittal to the City by the Contractor of the evidence of insurance and review and approval of the evidence of insurance by the City, Contractor is responsible for ensuring that the evidence of insurance in approvable form is submitted to the City in a timely manner.
(e) Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth in the Project Specifications shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in the Project Specifications; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. No representation is made that the minimum insurance requirements set forth in the Project Specifications are sufficient to cover the obligations of the Contractor under this Agreement. (f) Contractor shall maintain the insurance requirements set forth in the Project Specifications for a minimum of five (5) years following the completion of the Project. In the event Contractor fails to obtain or maintain completed operations coverage as required by the Project Specifications, the City at its sole discretion may purchase the coverage required and the cost for the same shall be paid by Contractor upon demand by the City.

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6 Section 1.10 Security In Lieu of Retention.
(a) The City shall retain five percent (5%) of the sum requested in each progress payment unless the Contractor elects to invoke the procedures set forth at California Public Contract Code 22300 to substitute securities to ensure performance under the contract.

1. At the request and the expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in the state as escrow agent, who shall then pay the retained funds to the Contractor. Upon satisfactory completion of the contract, the securities shall be returned to the Contractor.

2. Alternatively, the Contractor may request and the City shall make payment of retentions earned directly to the escrow agent at the expense of the Contractor. At the expense of the Contractor, the Contractor may direct the investment of the payments into securities and the Contractor shall receive the interest earned on the investments upon the same terms provided for in Public Contract Code 22300 for securities deposited by the Contractor. Upon satisfactory completion of this Agreement, the Contractor shall receive from the escrow agent all securities, interest, and payments received by the escrow agent from the owner, pursuant to the terms of this section.
(b) If the Contractor chooses to place securities in escrow, the escrow agreement to be used shall be substantially similar to the following form:

ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION This Escrow Agreement is made and entered into by and between _________________________________________________ whose address is ________________________________ hereinafter called "Owner," ___________ whose address is ________________________________ hereinafter called "Contractor" and ___________ whose address is ________________________________ hereinafter called "Escrow Agent."
For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows:
(1) Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for ____ in the amount of ____ dated ____ (hereinafter referred to as the "Contract"). Alternatively, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of ____, and shall designate the Contractor as the beneficial owner.

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7 (2) The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. (3) When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly.
(4) Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent. (5) The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. (6) Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor.
(7) The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven days' written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner.
(8) Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. (9) Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above.
(10) The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows:

On behalf of Owner: On behalf of Contractor:
_______________________ _________________________
Title Title
_______________________ _________________________
Name Name
_____________________ _________________________
Signature Signature
_______________________ _________________________
Address Address
On behalf of Escrow Agent:

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8 _______________________
Title
_______________________
Name
_______________________
Signature
_______________________
Address
At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above.

Owner Contractor
________________________ _________________________
Title Title
________________________ _________________________
Name Name
________________________ _________________________
Signature Signature
Section 1.11 Senate Bill 854 Notice Requirements.

As provided in SB 854: a) no contactor or subcontractor may be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered with the Department of Industrial Relations (DIR) and qualified to perform public work pursuant to Section 1725.5 [Gov't Code Section 1771.1(a)]; b) no contractor or subcontractor may be awarded a public works contract unless registered with the DIR to perform public work pursuant to Section 1725.5 [Gov't Code Section 1771.1(b)]; and c) work performed on the project is subject to compliance monitoring and enforcement by the DIR [Gov't Code Section 1771.4].

Section 1.12 Job Site Notices.

Contractor shall post at the job site notices in compliance with Title I California Code of Regulations Section 16451.

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9 ARTICLE II

DEFAULT AND REMEDIES
Section 2.1 Events of Default.

In addition the remedies set forth in Section 2.2, below, in the event of default the Department Head reserves the right to stop work immediately if any action or inaction by the Contractor or any subcontractor creates a risk of imminent harm to the public or property.

Each of the following shall constitute a "Default" by Contractor under this Agreement:
(a) Breach of Covenants. Failure by Contractor or any subcontractor to duly perform, comply with, or observe any of the conditions, terms, or covenants of any of the Contract Documents. The City shall give Contractor written notice of the breach and specify a time in which to cure the breach. If the Contractor cures the breach within the time specified in the notice or, if the breach cannot be cured in the time specified but the Contractor has diligently pursued measures to cure the breach and to keep the City informed of its progress, then the breach shall not constitute a default provided that the breach is cured within thirty (30) days from the date of the City’s last notice and demand to cure.
(b) Disregard of Laws. Disregard of laws, rules, regulations, directions or instructions of City by Contractor or any subcontractor with respect to the performance of work. (c) Insolvency. A court having jurisdiction shall have made or entered any decree or order (i) adjudging Contractor to be bankrupt or insolvent, (ii) approving as properly filed a petition seeking reorganization of Contractor or seeking any arrangement for Contractor under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (iii) appointing a receiver, trustee, liquidator, or assignee of Contractor in bankruptcy or insolvency or for any of their properties, (iv) directing the winding up or liquidation of Contractor if any such decree or order described in clauses (i) to (iv), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days; or (v) Contractor shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (i) to (iv), inclusive.
(d) Suspension; Termination. Contractor shall have voluntarily suspended its business, or shall have voluntarily or involuntarily lost or terminated one or more of the licenses required to perform the work.
(e) Liens on Property and the Development. There shall be filed any claim of lien (other than liens approved in writing by the City) against the Project or the construction site or any part thereof, or any interest or right made appurtenant thereto and the continued maintenance of said claim of lien for a period of twenty (20) days without discharge or satisfaction thereof or provision therefore (including, without limitation, the posting of bonds) satisfactory to the City.

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10 Section 2.2 Remedies.

The occurrence of any Default hereunder following the expiration of all applicable notice and cure periods will, either at the option of the City or automatically where so specified, relieve the City of any obligation to make or continue payments and shall give the City the right to proceed with any and all remedies set forth in the Contract Documents, including but not limited to the following:
(a) Specific Performance. The City shall have the right to mandamus or other suit, action or proceeding at law or in equity to require Contractor to perform its obligations and covenants under this Agreement or to enjoin acts on things which may be unlawful or in violation of the provisions of this Agreement.
(b) Right of Contest. Contractor shall have the right to contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute a Default hereunder.

Any such contest shall be prosecuted diligently and in a manner unprejudicial to the City or the rights of the City hereunder.
(c) Remedies Cumulative. No right, power, or remedy given to the City by the terms of the Contract Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such instrument, or by any statute or otherwise against Contractor and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.

Section 2.3 Waiver of Damages.

Contractor, in having tendered the Proposal, shall be deemed to have waived any and all claims for damages because of termination of this Agreement for any reason. Contractor shall not be entitled to any lost profit in the event of termination.

ARTICLE III

GENERAL PROVISIONS
Section 3.1 Relationship of Parties.

Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the City and Contractor or its agents, employees or subcontractors, and Contractor shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement. Contractor has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of services under the Agreement. In regards to the DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 529
11 construction of the Project, Contractor shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding, and all other laws and regulations governing such matters, and shall include requirements in each contract that subcontractors shall be solely responsible for similar matters relating to their employees.

Contractor shall be solely responsible for its own acts and those of its agents and employees.

Section 3.2 Change Orders.
(a) Changes affecting the time of performance, unit pricing, or total contract price shall be set forth in a written Change Order that shall specify:

1. The work performed in connection with the change to be made;

2. The amount of the adjustment to the Payment Limit, if any, and the basis for compensation for the work ordered; which adjustment may be a negotiated lump sum amount, agreed unit price, or paid under Section 9-1.04 “Force Account” of the 2010 State of California Department of Transportation Standard Specifications; and

3. The amount of time to be adjusted in the schedule for performance, if any. (b) A Change Order will become effective when signed by the Department Head, or his or her representative, notwithstanding that Contractor has not signed it. A Change Order will become effective without Contractor’s signature, provided the Department Head or his or her representative so indicates by noting thereon “unilateral change order.” (c) All changes in any plans and specification approved by any authority with jurisdiction over the Project may also require addenda or change orders approved by that authority.
(d) Where the City requests, a performance bond rider covering the changed work must be executed and delivered to the City before proceeding with the changed work, or shortly in time thereafter.
(e) The Department Head or his or her representative has the authority to approve Change Orders with a cumulative dollar value of up to ten percent (10%) of the contract price.

Section 3.3 Claims By Contractor.
(a) No Third-Party Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person that Contractor may have employed or with whom Contractor may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the construction of the Project, and Contractor shall include similar requirements in any contracts entered into for the construction of the Project.
(b) Obligation to File Claims for Disputed Work. Should it appear to the Contractor that the work to be performed or any of the matters relative to the Contract Documents are not satisfactorily detailed or explained therein, or should any questions arise as to DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 530
12 the meaning or intent of the Contract Documents, or should any dispute arise regarding the true value of any work performed, work omitted, extra work that the Contractor may be required to perform, time extensions, payment to the Contractor during performance of the work, construction of the Project, and/or compliance with procedures or standards set forth in the Contract Documents, or should Contractor otherwise seek extra time or compensation FOR ANY REASON WHATSOEVER, then Contractor shall first follow the procedures set forth in this Agreement, including but not limited to Section 3.2, “Change Orders.” If a dispute remains, then Contractor shall give written notice to the City that expressly invokes this Section 3.3 and requests a determination of the issue. City shall decide the issue in writing within 15 days; City’s decision shall be final and the limitations period for the filing of a claim shall commence upon the City’s issuance of its decision. If Contractor disagrees with City’s decision, or if Contractor contends that City failed to provide a timely decision, then Contractor’s SOLE AND EXCLUSIVE REMEDY is to file a written claim setting forth Contractor’s position as required herein.
(c) Form and Contents of Claim. The Claim shall be submitted to the City within thirty (30) days of receiving the City’s written decision regarding the dispute, or the date the Contractor contends such decision was due, and in no event later than the date of final payment.

Contractor’s written claim must identify itself as a “Claim” under this Section 3.3 and must include the following: (1) a narrative of pertinent events; (2) citation to contract provisions; (3) theory of entitlement; (4) complete pricing of all cost impacts; (5) a time impact analysis of all time delays that shows actual time impact on the critical path; (6) documentation supporting items 1 – 5; and (7) verification under penalty of perjury of the claim’s accuracy. The Claim shall be priced like a Change Order, and must be updated every thirty (30) days as to cost and entitlement if it remains a continuing Claim. Routine contract materials, for example, correspondence, RFI, Change Order requests, or payment requests shall not constitute a Claim.

Contractor shall bear all costs incurred in preparation, submittal, and administration of a Claim. (d) Administration After Claim Submittal.

1. City may render a final decision based solely on the materials submitted in support of the Claim or may in its sole discretion conduct an administrative hearing on the Claim, in which case Contractor shall appear, participate, answer inquiries, and present any further evidence or analysis requested by City. Should City take no action on the Claim within forty-five (45) days (if the Claim is for less than $50,000) or within sixty (60) days (if the Claim is for $50,000 or more) of submittal, it shall be deemed denied.

2. Notwithstanding and pending the resolution of any Claim or dispute, Contractor shall diligently perform the disputed work to final completion in accordance with the City’s direction.

3. After their submittal, claims less than $375,000 shall also be subject to Section 20104 of the Local Agency Public Construction Act.
(e) Compliance

1. The provisions of this Section 3.3 constitute a non-judicial claim settlement procedure that, pursuant to California Government Code Section 930.2, shall DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 531
13 constitute a condition precedent to the submittal of a valid claim under the California Government Code. Any Government Code claims alleging disputed work must affirmatively indicate prior compliance with this Section 3.3. In accordance with Richmond Municipal Code Section 1.10.010(b), all Government Code claims must be presented no later than the 100thday after the earlier of (i) the date the City actively or passively denied the Claim, or (ii) substantial completion or termination of the contract.

2. Failure to submit and administer Claims as required in Section 3.3 shall waive Contractor’s right to compensation for any disputed work not included in a timely Claim. Disputes not raised in a timely protest and timely Claim submitted under this Section 3.3 may not be asserted in any subsequent Government Code claim, administrative hearing, or civil action.

3. City shall not be deemed to waive any provision under this Section 3.3 if, at City’s sole discretion, a Claim is administered in a manner not in accord with this Section 3.3. Waivers or modifications of this Section 3.3 may only be made by signed Change Order approved as to form by legal counsel for both City and Contractor. Oral or implied modifications shall be of no force or effect.

Section 3.4 Indemnification.
(a) To the fullest extent permissible by law, Contractor shall indemnify, defend, and hold harmless, and require its subcontractors to defend, indemnify and hold harmless, the City, its elected and appointed officials, and all of its employees, volunteers and agents (the "Indemnified Parties"), from all liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including attorney's fees and other defense costs (collectively, "Claims"), resulting from injury to or death sustained by any person (including Contractor’s or any subcontractors' employees), or damage to property of any kind, or any other injury or damage whatsoever, which Claims arise out of or are in any way connected with the construction of the Project, regardless of Contractor's fault or negligence; provided, however, that Contractor's, and Contractor's subcontractors' indemnity obligations hereunder shall not apply to the extent any Claims are caused by the active negligence or willful act or omission of an Indemnified Party. The indemnification obligations of Contractor and its subcontractors shall extend to Claims asserted after termination of this Agreement for whatever reason for the full period of time allowed by law.
(b) In Claims against any person or entity indemnified under Section 3.4(a) above by an employee of Contractor or its subcontractors, anyone directly or indirectly employed by any one of them or anyone for whose acts one of them may be liable, the indemnification obligation under Section 3.4(a) above shall not be limited by a limitation on amount or type of damages, compensation of benefits payable under workers' compensation acts, disability benefit acts or other employee benefit acts.
(c) The defense and indemnification obligations set forth in Section 3.4(a) above are undertaken in addition to, and shall not in any way be limited by, the insurance obligations set forth in the Project Specifications.

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14 Section 3.5 Non-Liability of City Officials, Employees and Agents.

No member, official, employee or agent of the City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount which may become due to Contractor or its successor or on any obligation under the terms of this Agreement.

Section 3.6 No Third Party Beneficiaries.

There shall be no third party beneficiaries to this Agreement.

Section 3.7 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in Section 3.7(b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person's tenure. Contractor shall exercise due diligence to ensure that the prohibition in this Section 3.7(a) is followed.
(b) The conflict of interest provisions of Section 3.7(a) above apply to any person who is an employee, agent, consultant, officer, or elected or appointed official of the City of Richmond, and any immediate family member or dependent of such person.

Section 3.8 Notices, Demands and Communications.

If at any time after the execution of this Agreement it shall become necessary or convenient for one of the Parties hereto to serve any notice, demand or communication upon the other Party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid or delivered by express delivery service, return receipt requested and (1) if intended for the City shall be addressed to:

City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Attention: Charles Gerard
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15 With copy to:

City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Attention: City Attorney
(2) if intended for Contractor shall be addressed to:

Fresh Start Painting
8 Seville Court
Millbrae, CA 94030
Attn: Dorris Koutantos
Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is affected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Any Party may change its address at any time by giving written notice of such change at least ten (10) days prior to the date such change is desired to be effective.

Section 3.9 Applicable Law.

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

Section 3.10 Parties Bound.

Except as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, legal representatives, successors, and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor, successor, or assign of such Party who has acquired an interest in compliance with the terms of this Agreement or under law. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the Parties.

Section 3.11 Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

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16 Section 3.12 Force Majeure.

Performance by either Party shall not be deemed to be in default when delays in performance are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, quarantine restrictions, freight embargoes, or court order, or any other similar causes (other than lack of funds of Contractor) beyond the control or without the fault of the Party claiming an extension of time to perform (“Force-Majeure Delays”). In no event shall any extension of any period of time be deemed to have occurred unless the Party claiming the Force-Majeure Delay gives written notice to the other Party within ten (10) days following the commencement of any such delay, setting forth the facts giving rise to the Force-Majeure Delay request, the expected duration of the delay, and the steps the Party intends to take to minimize the Delay. During the Force-Majeure Delay, the Party whose performance is delayed shall keep the other Party reasonably informed of the situation and the steps taken by such Party to continue performance and minimize delay. After the Force-Majeure Delay is over, the Parties shall in good faith jointly prepare an accurate written record of the circumstances giving rise to delay, specifying the commencement date and duration of the Force-Majeure Delay and the cause thereof, which record shall be signed by each Party to confirm agreement with respect to its content. In no event shall the City be required to agree to cumulative Force-Majeure Delays in excess of sixty (60) days unless the City is the cause of such delay. In the event that the parties cannot agree upon a record of the circumstances giving rise to the Force-Majeure Delay, the procedures set forth in Section 3.3 of this Agreement shall apply.

Section 3.13 Waivers.

Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Contractor or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Contractor to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Contractor shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers.

Section 3.14 Title of Parts and Sections.

Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions.

Section 3.15 Entire Understanding of the Parties.

The Contract Documents – along with any written change orders and dispute determinations that may be issued by the City in the course of performance – shall constitute the entire understanding and agreement of the Parties with respect to construction of the Project.

The Contract Documents, written change orders (if any), and dispute determinations (if any) are deemed complementary and should be interpreted together.

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17 Section 3.16 Multiple Originals; Counterpart.

This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. A facsimile or electronic signature to this Agreement shall be as valid as an ink signed original.

WHEREAS, this Agreement has been entered into by the undersigned as of the date first above written.

Reviewed By:
_______________________
City Attorney
ATTEST:
_______________________________
City Clerk
CITY:

CITY OF RICHMOND, a municipal corporation and
charter city
By: _________________________________
Name: _________________________________
Its: __________________________________
CONTRACTOR:

Fresh Start Painting Co.

By: _________________________________
Name: _________________________________
Its: _________________________________
DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 3/25/2024
President
Dorris Koutantos
Mayor
Eduardo Martinez
3/27/2024
536
18 Exhibit A
Proposal
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CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, 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'sfailure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

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

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

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 Dorris Koutantos President
22nd March
Fresh Start Painting Co.

Fresh Start Painting Co.
3/25/2024
24 Richmond
538
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Contractor’s Pollution Liability (if applicable for Construction Contractors) Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to 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.

DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 539
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011

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

If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

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

Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

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

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

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

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

Same limits as General Liability.

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

Additional Insured Endorsement Applicable to General Liability Coverage.

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

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

DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 540
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.

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

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

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

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

1. A Bid bond

2. A Performance Bond

3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.

Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or 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.

DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 541
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

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

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

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

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

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

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

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

DocuSign Envelope ID: 9C315420-F91B-42BA-BFCE-70D5203A1524 542
BEFORE
Figure 1 - East Wall (4/29/2024)
Figure 2 - East Wall 2 (4/29/2024) Figure 3 - East Wall 3 (4/29/2024) 543
Figure 4 – South Wall (4/29/2024)
Figure 5 – South Wall 2 (4/29/2024)
Figure 6 - South Wall (4/29/2024)
544
Figure 7 - West Wall (5/22/2024)
Figure 8 - West Wall (5/22/2024)
545
Figure 9 - North Wall (5/14/2024)
546
AFTER
Figure 1 - West Wall
Figure 2 - West Wall
547
Figure 3 - South Wall
Figure 4 - South Wall
548
Figure 5 - North Wall
Figure 6 - North Wall
549
Figure 7 - North Wall
Figure 8 - Generator
550
Figure 9 - East Wall
Figure 10 - East Wall
551
Figure 11 - East Wall
552

Page 1 of 3 ends

July 2, 2024
Economic Development
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Nannette Beacham, Director of Economic Development Samantha Carr, Environmental Manager
Yahna Williamson, Management Analyst
SUBJECT: Authorization to Apply for the EPA Community Change Grant
FINANCIAL IMPACT: There is no fiscal impact at this time. If awarded, the grant would provide $10-$20 Million in funding for project implementation.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

City staff are seeking City Council’s adoption of a
resolution authorizing the City Manager and/or her
designee to execute all documents necessary to apply for the Environmental Protection Agency's (EPA) Community
Change Grant including entering into a Memorandum of
Understanding (MOU) with co-applicants.

RECOMMENDED ACTION: ADOPT a resolution authorizing the city manager and/or her designee to execute all documents necessary to
apply for and verify the parties’ commitments toward
project implementation of the Environmental Protection
Agency Community Change grant including entering into
a Memorandum of Understanding (MOU) with coapplicants – Economic Development Department (Nannette Beacham 510-620-1306/Samantha Carr 510-
620-5407/Yahna Williamson 510-620-6574).

AGENDA
REPORT
553

Page 2 of 3 ends

July 2, 2024
DISCUSSION:

On February 27th, 2024, the City Council directed City staff members to work with PG&E and ACCE on a pilot project for decarbonizing a low-income neighborhood, and at the appropriate time when staffing was increased as well as contract with an Inflation Reduction Act coordinator to access and manage grants to fund the program. One of the funding opportunities mentioned in the agenda report and presentation was the Environmental Protection Agency (EPA) Community Change Grant. This grant aims to support projects that advance environmental and climate justice, reduce pollution, and enhance community resilience. A key requirement for the application process is the submission of a formal resolution from the local government, demonstrating commitment and support for the project.

The application for the EPA Community Change Grant does not require matching funds or any immediate financial outlay from the City of Richmond. If awarded, the grant will provide funding ranging from $10 million to $20 million, which will be used to support projects that align with the City’s climate action, environmental justice, and health equity goals.

The current goal of the Richmond grant application will be to implement a pilot program that will electrify a “block” in Richmond and allow for the dwellings to be disconnected from the natural gas infrastructure. A Memorandum of Understanding (MOU) between the City of Richmond and Co-applicants including but not limited to the following, Alliance of Californians for Community Empowerment (ACCE), will need to be created to memorialize the basic terms that will govern the planning and implementation of the scope of work included in the application.

The authorization to apply for the EPA Community Change Grant are crucial steps towards securing the necessary funding to advance Richmond’s climate action, health equity, and sustainability goals. The proposed grant project will not only enhance environmental and health outcomes for residents but also strengthen the City’s resilience to climate change and support its long-term vision for a healthier, more sustainable community.

POLICY SYNERGIES:

The EPA Community Change Grant aligns with several of Richmond’s existing policy frameworks and strategic goals. Firstly, it complements the Richmond Climate Action Plan, which outlines the City’s commitment to reducing greenhouse gas emissions and mitigating climate change impacts. The proposed grant project will contribute to the implementation of climate action strategies, including energy efficiency improvements and the promotion of renewable energy sources, thus directly supporting the objectives of the Climate Action Plan.
554

Page 3 of 3 ends

July 2, 2024
Additionally, the grant initiative is synergistic with the Health in All Policies (HiAP) strategy adopted by the City. The HiAP report emphasizes the importance of considering health outcomes in all policy decisions to improve the well-being of Richmond residents. By targeting environmental justice and reducing pollution in disadvantaged communities, the grant project will address critical health determinants such as air quality and safe housing, thereby advancing the HiAP goals.

The proposed project also supports the goals outlined in the Richmond General Plan 2030, which provides a comprehensive framework for sustainable development and community health. The General Plan includes specific policies aimed at promoting environmental justice, enhancing public health, and ensuring equitable access to resources and opportunities.

DOCUMENTS ATTACHED:

Attachment 1 – EPA CCG Grant Resolution
555
Reso. No. _____

Page 1 of 2 ends

DocID #22030v1
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA,

AUTHORIZING THE APPLICATION FOR GRANT FUNDS FOR THE ENVIRONMENTAL

PROTECTION AGENCY (EPA) COMMUNITY CHANGE GRANT AND EXECUTION OF ALL

NECESSARY AGREEMENTS
WHEREAS, cities across the United States, including Richmond, are developing efforts to address climate change by prioritizing policies, resources, and regulatory tools to specific areas experiencing high levels of cumulative pollution and negative health impacts to advance environmental justice and community revitalization; and WHEREAS, disadvantaged communities in Richmond experience significant economic and health disparities, as well as disproportionate impacts of pollution, urban blight, and the adverse effects of climate change; and
WHEREAS, the City of Richmond recognizes that the built environment is an important determinant in community health and is committed to improving the safety, resiliency, and health of all Richmond residents; and
WHEREAS, on April 25, 2012, the City Council adopted the Richmond General Plan 2030 to guide the City's sustainable growth and development, which includes a comprehensive element dedicated to community health and wellness; and WHEREAS, on July 18, 2017, the City Council adopted the Climate Action Plan, serving as a framework of policies and programs on how the City will reduce greenhouse gas emissions and prepare for the impacts of climate change on public health, infrastructure, ecosystems, and public spaces; and
WHEREAS, the EPA's Community Change Grant program provides funding through the Inflation Reduction Act for projects that aim to advance environmental justice, reduce pollution, build capacity, and increase community climate resilience, focusing on the needs of overburdened and low-income residents, people of color, youth, people with disabilities, and seniors; and
WHEREAS, on February 27, 2024, the City Council directed city staff to explore opportunities provided by the EPA Community Change Grant to support projects that advance environmental and climate justice, reduce pollution, and enhance community resilience; and WHEREAS, the City of Richmond, along with partners including but not limited to the Alliance of Californians for Community Empowerment (ACCE), is applying for the EPA Community Change Grant to implement projects that align with the city's strategic plans, including the Climate Action Plan, Health in All Policies Report, and the General Plan 2030; and WHEREAS, the EPA requires a formal resolution from the local government to authorize the grant application and demonstrate the city's commitment to the project's goals and requirements.

NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Richmond does hereby resolve, declare, determine and order as follows:

Section 1. That the City Council of the City of Richmond authorizes the City Manager or her designee to execute all related documents as necessary to apply for the grant and execute all documents as necessary to enter into Memorandums of Understanding (MOUs) with coapplicants.

Section 2. The City Manager or her designee is authorized to execute a Memorandum of Understanding, as approved to form by the City Attorney, with project partners to facilitate the grant application and verify the partners’ commitments toward project implementation. ******************
556
Reso. No. _____

Page 2 of 2 ends

DocID #22030v1
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held on July 2, 2024 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:

Mayor
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

Page 1 of 3 ends

July 2, 2024
Economic Development
Port Division
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Charles Gerard, Port Director
Lizeht Zepeda, Sr Business Assistance Officer
Subject: Environmental Support for Terminal 1 Site
FINANCIAL IMPACT: The proposed expenditure will be paid with funds approved in the Fiscal Year 2024-25 Port Budget
($98,300 Account String: 40162480-400535) and Fiscal
Year 2025-26 Port Budget ($98,300 Account String:
40162480-400535).

PREVIOUS COUNCIL
ACTION:

July 7, 2020, October 18, 2022, and March 21, 2023

STATEMENT OF THE
ISSUE:

The Port is requesting approval of a sole source contract with WSP USA Environmental & Infrastructure, Inc.
(formerly known as Wood Environment & Infrastructure
Solutions, Inc.) to continue providing the City
environmental support for the Terminal One site in
compliance with the Clean-up Order issued by the
Regional Water Quality Control Board.

RECOMMENDED ACTION: APPROVE a sole-source contract with WSP USA Environmental & Infrastructure, Inc. (formerly Wood
Environment & Infrastructure Solutions, Inc.) for a total amount not to exceed $196,600, through August 31,
2026, to complete ongoing environmental support,
including groundwater monitoring and reporting in
compliance with the clean-up order issued by the
Regional Water Quality Control Board – Economic
Development Department (Charles Gerard 510-620-
6792).

AGENDA
REPORT
558

Page 2 of 3 ends

July 2, 2024
DISCUSSION:

WSP USA Environmental & Infrastructure, Inc. (WSP), formerly known as Wood Environment & Infrastructure Solutions, Inc., has been assisting the City and staff in completing technical reports to fulfill the requirements of the Regional Water Quality Control Board (RWQCB) Cleanup order, including collecting data and submitting reports.

The Water Board Order R2-2004-0045 was issued in 2004. The City is the named party on the existing RWQCB Order and is, therefore, responsible for completing the work under that Order. WSP purchased Geomatrix, the company that originally assisted the Richmond Community Redevelopment Agency (RCRA) to obtain the existing clean up order. The Clean-up Order issued by the RWQCB has been amended. WSP with its unique knowledge will assist the City in this process by providing the technical data needed to support the tasks within the scope through ground water monitoring and reporting.

In May 2024 Port staff took over this project from Community Development. Port staff members are requesting approval of a sole source contract, for a total amount not to exceed $196,600, through August 31, 2026, so that WSP can continue to provide technical assistance in compliance with the RWQCB’s clean-up order until a redevelopment proposal is finalized. The proposed Scope of Work includes three main tasks:

1. Semi-annual Groundwater Monitoring and Reporting – This task includes the data collection and report preparation. Funds would cover three semi-annual monitoring and report preparations (September 2024, March and September 2025, and March 2026).

Following completion of the sampling event, WSP will perform management, validation, and analysis of the data, update tables and figures with the data, and prepare a semiannual monitoring report that will be submitted to the Water Board. The reports will be submitted by December 31, 2024, June 30, 2025, December 31, 2025, and June 30, 2026. The semi-annual groundwater monitoring and reporting is estimated to cost $116,600 at $58,300 each fiscal year.

2. Project Evaluation and Consulting Services – This task is intended to address future regulatory requests regarding the site and to support City of Richmond needs pertaining to potential redevelopment of the site or other project evaluation. The contingency funds in this task will not be utilized until the City of Richmond provides written authorization. The project evaluation and consulting services are estimated to cost $80,000 at $40,000 each fiscal year. 559

Page 3 of 3 ends

July 2, 2024
ENVIRONMENTAL REVIEW:

The project is exempt from the California Environmental Quality Act.

DOCUMENTS ATTACHED:

Attachment 1 – Construction Agreement with Scope
Attachment 2 – Sole Source
560

CITY OF RICHMOND

STANDARD CONTRACT
Department: Project Manager:

Project Manager E-mail: Project Manager Phone No:

Vendor No: 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, a municipal corporation (“the City”), and the following named Contractor:

Contractor Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No:

2. Term. The effective date of this Contract is ________________________ and terminates ______________ unless terminated earlier as set forth herein.

3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:

FY total compensation shall not exceed $
FY total compensation shall not exceed $
FY total compensation shall not exceed $

4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with Exhibit A:

Service Plan which is attached hereto and incorporated herein. [ ] A California corporation , [ ] limited liability corporation, [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]______________________________ [ ] other [specify:]__________________________________
Port Charles Gerard [email protected] 510-620-6792 12406 7017 WSP has an existing contract with amendments set the expire in August (#3753). They will continue to conduct environmental consulting work at Terminal 1 including ground water monitoring and reporting as-needed and required by the California Regional Water Quality Control Board. 08/31/2024 196,000.00 WSP USA Environment & Infrastructure Inc. 1075 Big Shanty Rd, Suite 100 Kennesaw, GA 30144 Avery Whitmarsh, Principal Geologist 415-378-3912 [email protected] 4000-3559 08/31/2026 ✔ 561

5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.

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

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and incorporated herein.

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

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

CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
By:

Title By:

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

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
Sanctuary City Compliance Statement Exhibit G
562
Contract No: For the Contract between the City of
Richmond and

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager (set forth in Exhibit B), perform the following services and be compensated as outlined below [or attach service plan if necessary]:
7017 WSP
See attached Ex A - Scope of Work
563
WSP USA Environment & Infrastructure Inc.
555 12th Street, Suite 215
Oakland, California 94607
USA
T: 1-510-663-4100
F: 1-833-778-3465
www.wsp.com
May 6, 2024
Ms. Lina Velasco
Project Manager II
City of Richmond
450 Civic Center Plaza
Richmond, California 94804
Subject: Change Order Request for Ongoing Environmental Support Terminal 1 Site
Richmond, California
Dear Ms. Velasco:

WSP USA Environment & Infrastructure Inc. (“WSP”, formerly known as Wood Environment & Infrastructure Solutions, Inc. ["Wood”]) is submitting this change order request to the City of Richmond for environmental consulting work at the former Terminal 1 facility (“the site”) located in Richmond, California. This change order requests additional funds for Contract Number 3753, issued to Amec Foster Wheeler (a WSP predecessor) and executed on February 15, 2017, to implement additional environmental work required by the California Regional Water Quality Control Board, San Francisco Bay Region (“Water Board”).

The scope of work in this change order is for ongoing environmental support through August 2026, including groundwater monitoring and reporting and as-needed project evaluation and consulting services relating to client and regulatory requests.

Wood was sold to WSP in September 2022. Contract Number 3752 and its subsequent amendments, including this one, remain in effect.

BACKGROUND
Semiannual groundwater monitoring is currently required by the Water Board in support of Water Board Order No. R2-2004-0045, based on Water Board approval of a request to change from quarterly to semiannual monitoring on October 13, 2022.

The future redevelopment of the site is anticipated. For the Water Board to approve redevelopment of the site, environmental remediation and mitigation activities will be required. Wood previously prepared the Draft 2018 Remedial Action Plan Addendum and the 2019 Remedial Design Report, which were submitted to the Water Board in preparation for a previously proposed plan for site redevelopment. In 2022, in coordination with the City of Richmond, the previous developer, and the Water Board, WSP prepared a draft Supplemental Remedial Action Plan Addendum (“Supplemental RAP”) to document the proposed changes to the 2018 RAP based on the redevelopment plan proposed in 2022. WSP understands that the development is on hold and that the City expects that 564
Ms. Lina Velasco
City of Richmond
May 6, 2024

Page 2 ends

adjustments to and implementation of the draft Supplemental RAP will be performed by a future developer or other entity. As such, this proposal does not include scope related to site remediation.

SCOPE OF WORK
The anticipated scope of work is outlined in the following subsections.

Task 14: Semiannual Groundwater Monitoring and Reporting This task includes performing four semiannual groundwater monitoring events, including associated planning, sampling, and reporting.

Semiannual groundwater monitoring events will be conducted in September 2024, March and September 2025, and March 2026, based on the Water Board’s October 13, 2022, email to the City.

Each semiannual groundwater monitoring event is expected to be completed in two working days.

Prior to each groundwater monitoring event, WSP will perform necessary planning, coordination, and will contract the analytical laboratory. During the monitoring event, WSP will gauge 16 monitoring wells (B-01s, through BT 04S, MW-03 through MW-05, MW-EG1s, MW-EG2s, MW-NE2s, MW-P-1, MW-TH3s through MW-TH6s, and MW-TH6) and collect groundwater samples from nine monitoring wells (BT-01s through BT 04s, MW-03 through MW-05, MW P-1, and MW-TH6s), where sufficient water is available for sampling. WSP will submit the groundwater samples to a California-certified laboratory for analysis for diesel and motor oil range organics and total extractible petroleum hydrocarbons by U.S. Environmental Protection Agency Method 8015B (without silica gel cleanup).

Wastewater generated during each sampling event will be profiled and disposed offsite at an approved disposal facility under proper manifest.

Task 99: Contingency - Project Evaluation and Consulting Services This task is intended to address future regulatory requests regarding the site and to support City of Richmond needs pertaining to potential redevelopment of the site or other project evaluation. A contingency budget is included in this contract change order to allow the City and WSP to respond in a timely manner to needs that may arise. The scope of these activities is currently unknown. As regulatory requests and City needs arise that require support, WSP will provide the City with an anticipated schedule and estimated costs for each identified scope of work. The contingency funds in this task will not be utilized until the City of Richmond provides written authorization.

COST ESTIMATE
The estimated cost to complete the work described in this proposal is $196,600. Cost details are shown in the attached Cost Estimate (Table 1). We understand the City will issue an amendment to WSP’s existing contract with the City for the work included in this proposal. 565
Ms. Lina Velasco
City of Richmond
May 6, 2024

Page 3 ends

Sincerely,
WSP USA Environment & Infrastructure Inc.

Thomas Neely, PG, CHG
Vice President, Geology
Kenneth Conner, PE
Northern California Office Manager/Senior Vice President tn/kc/mr
https://wsponline.sharepoint.com/sites/wds-terminal1/shared documents/general/0000_admin_pm/proposals/2024_04_proposal12_ongoing support/proposal 12_city of richmond_text_20240506.docx
Attachment: Table 1 – Cost Estimate
566
Contract No: For the Contract between the City of
Richmond and

EXHIBIT B

PAYMENT PROVISIONS

1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. 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.
c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.

2. SUBMISSION OF INVOICES:

Contractor shall submit timely invoices by email to
[email protected] and/or to the following address: Attention:

City of Richmond Finance/Account Payable
Project Manager:

P.O. Box 4046
Richmond, CA 94804

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

4. 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.

5. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.

6. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized. 7017 WSP Charles Gerard, Port Director Charles Gerard, Port Director 567
Phase/Task
Number Activity Cost Phase Total
14 Semiannual Groundwater Monitoring and
Reporting $ 116,600
99 Contingency - Project Evaluation and Consulting
Services $ 80,000
Total $ 196,600
TABLE 1 - SUMMARY OF ESTIMATED COSTS (September 2024-August 2026) Richmond Terminal One
Richmond, California
1500 Dornan Drive
https://wsponline.sharepoint.com/sites/WDS-Terminal1/Shared Documents/General/0000_Admin_PM/Proposals/2024_04_Proposal12_Ongoing Support/ Terminal One - Proposal 12 Cost Estimate_202405_06 Page 1 of 1 568
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EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

2. Each notice shall be deemed to have been received on the earlier to occur of: actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).

3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.

4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:

City of Richmond –
Richmond, CA 94804
Email: ______________________________________________________

5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:

Business Name
Street Address
City, State Zip
Email: ______________________________________________________ 1075 Big Shanty Rd, Suite 100 [email protected] WSP 1322 Canal Blvd. [email protected] WSP USA Environment & Infrastructure Inc. Kennesaw, GA 30144 7017 569
Contract No: For the Contract between the City of
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EXHIBIT D

GENERAL CONDITIONS

1. INDEPENDENT PARTIES:

Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employeremployee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.

2. TIME IS OF THE ESSENCE:

Contractor and the City agree that time is of the essence regarding the performance of this Contract.

3. STANDARD OF CARE:

Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.

4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.

5. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political 7017 WSP
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affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.

6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.
b. 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 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee. d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.

7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment. c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
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8. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder. The failure to obtain such permits and licenses 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.

9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the 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 transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. 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 Exhibit B; 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.

10. 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.

11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses 7017 WSP
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whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor.

Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract. b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).

12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated 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. b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.
c. 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. d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then 7017 WSP
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Contractor shall submit a written request for consent to add sub-contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor. f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.” g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13 SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract. Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours.

In addition, Contractor will comply with all safety provisions in conformance with U.S.

Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, 7017 WSP
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including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.

14. 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.

15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. 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. b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. 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 as prescribed in § 2.60.070 of the Municipal Code. c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or 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 sub-contractor .
d. 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.

16. INTEGRATED CONTRACT:

The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall 7017 WSP
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be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.

17. 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 Condition 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.

18. 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.

19. CONFLICT OF LAW:

This Contract shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.

20. 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.

21. INTERPRETATION:

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

22. WARRANTY:

If any product is 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 7017 WSP
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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.

23. 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 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.

24. 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 they are duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.

25. 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 payment 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.

26. COUNTERPARTS:

This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

27. 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 7017 WSP
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United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G. 7017 WSP
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EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
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EXHIBIT F

INSURANCE PROVISIONS
___ Check here if Risk Management has approved waiving insurance requirements for this contract.
a. Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections 10.b. (1) through (5) Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond. Attention: Risk Manager.” Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Contract. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
b. COVERAGE REQUIREMENTS:

Contractor shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Additional 7017 WSP
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Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. (3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. (4) Professional Liability:

Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Contractor’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each occurrence
Technology professional liability errors and omissions shall include, or be endorsed to include: property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Contractor. If not covered under Contractor’s liability policy, such “property” coverage of the City may be endorsed onto Contractor’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Contractor. (5) Cyber Liability:

Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Contractor in this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, 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 with the following minimum limits:
$2,000,000 per occurrence or claim.
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As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:

Contractor hereby agrees to waive rights of subrogation that any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. Any additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

Additional Insured coverage under Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater. 7017 WSP
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EXHIBIT G

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 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:

WSP USA Environment & Infrastructure Inc. 24 Richmond
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July 2, 2024
Economic Development
DATE: July 2, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Nannette Beacham, Director of Economic Development Winifred Day, Arts and Culture Manager
Subject: Allen Brothers Steak and Seafood Facility Public Art Mural and Mosaic Tile Project
FINANCIAL IMPACT: Funding in the amount of $250,000 is available in the Arts & Culture Private Developer fund balance.
(13564165-400201-36041)

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
ISSUE:

City staff is seeking City Council approval to appropriate Arts & Culture private developer funds and enter
contracts with artists to install a mural and mosaic
tabletops at 211 West Cutting Boulevard, celebrating the local community and enhancing the Allen Brothers Steak
and Seafood Facility.

RECOMMENDED ACTION: ADOPT a resolution to APPROPRIATE $250,000 in Arts & Culture private developer funds; and APPROVE two
contracts, one with Hungry Ghost Productions in the
amount of $210,000, for the installation of a mural, and another with Wilma Wyss in the amount of $40,000, for
the installation of mosaic tabletops at the Allen Brothers Steak and Seafood Facility located at 211 West Cutting
Boulevard, for the term beginning July 3, 2024, through June 30, 2025 – Economic Development Department
(Nannette Beacham 510-621-1306/Winifred Day 510-
620-6952).

AGENDA
REPORT
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July 2, 2024
DISCUSSION:

Background
Prologis purchased the property located at 211 West Cutting Boulevard, Richmond, CA and leased it to Allen Brothers Steak and Seafood Facility. Per the City of Richmond’s Public Art Program Ordinance (Section 6.50.030), private developers must provide one percent of the building development costs as a public art contribution. Allen Brothers satisfied this requirement by paying an in-lieu contribution fee, delegating the on-site art project management process to the City of Richmond Arts & Culture staff. In May 2023, Allen Brothers presented their proposal for a mural and tabletops to the Richmond Arts & Culture Commission (RACC), which voted to accept the proposal, initiating the Request for Proposals (RFP) process.

Request for Proposals (RFP) Process
The RFP was issued on December 22, 2023, via the City’s BidsOnline system and local public art registries (Attachment 1). It solicited designs and installations for a 250 linear foot mural and eight mosaic tabletops. The application deadline was set for February 5, 2024. Fifteen applications were received and reviewed by a selection panel comprised of five stakeholders, including the building owner (Prologis), the building tenant (Allen Brothers), an art administrator from another East Bay city, and two RACC members. Using a point-based system, the panel rated the applications (Attachment 2) and subsequently selected four mural and four mosaic tile semi-finalists. Semi-finalists were given approximately 30 days to further develop their concept design proposals, incorporating feedback from the selection panel. This period also allowed the artists additional time to research the City of Richmond to inform their project proposals. The semi-finalists were then asked to present their art concept proposals on May 16, 2024, which also allowed the panel to meet the artists in person and view the maquettes and tile samples. The panel made their final decision and selected two artist teams, Hungry Ghost Productions and Wilma Wyss Design, based on their revised proposed concept designs celebrating Richmond and creating a positive visual statement (Attachment 3).

The Richmond Arts & Culture Commission met on June 13, 2024, and voted to accept the panel's recommendation to move forward with the two selected vendors.

Recommendation
City staff recommends approval of two contracts, one with Hungry Ghost Productions in the amount of $210,000 for the installation of the mural, and another with Wilma Wyss in the amount of $40,000 for the installation of the mosaic tabletops at the Allen Brothers Steak and Seafood Facility located at 211 West Cutting Boulevard, for the term beginning July 3, 2024, through June 30, 2025 (Attachments 4 and 5). The artists have demonstrated exceptional ability to fulfill the project's thematic direction and aesthetic requirements and their proposed works will significantly enhance the cultural and visual appeal of the city.
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July 2, 2024
Next Steps
Following City Council approval, City staff will finalize contracts with the artists and arrange project commencement meetings. Completion is estimated within six to eight months, with flexibility for necessary adjustments.

DOCUMENTS ATTACHED:

Attachment 1 – Request for Proposals (RFP)
Attachment 2 – Scoring Matrix
Attachment 3 – Proposed Concept Designs
Attachment 4 – Contract: Hungry Ghost Productions
Attachment 5 – Contract: Wilma Wyss
Attachment 6 – Resolution
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Request for Proposals
Allen Brothers Steak & Seafood Company
Release Date: December 2023
Deadline for Submittal
February 5, 2024
3:00 P.M.

Contact: Winifred Day, Arts and Culture Manager
Email: [email protected]
Phone Number: 510 – 620-6952
City of Richmond
Arts & Culture Division
450 Civic Center Plaza, #CMO 300
Richmond, CA 94804
ATTACHMENT 1
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INTRODUCTION
The City of Richmond is requesting proposals from qualified artists for three unique public art opportunities for Allen Brothers Steak and Seafood Facility, located at 211 West Cutting Boulevard, Richmond, CA., 94801. The vision includes mural concepts executed to establish a sense of place using photo realism and/or trompe l’oeil, along with mosaic tabletops for outdoor staff area.

This request for proposals (RFP) describes the project, the required scope of services, the artists’ selection process, and the minimum information that must be included in the proposal. Failure to submit information in accordance with the RFP requirements and procedures may cause for disqualification. The anticipated term of this contract will be for a period of no more than one (1) year from the time of execution.

Applicants are required to read and understand all information contained within this entire Proposal package. By responding to this RFP, the applicant agrees to read and understand these documents.

This project has two art opportunites: 1) Oversized Mural Painting and 2) Mosaic Tile Tabletops. The mural will be designed and painted directly on the wall surface. All mosaic tile will be installed on site. All proposed concept designs will send a positive visual statement to be enjoyed by staff and visitors to the facility.

PROJECT BACKGROUND / DESCRIPTION
Allen Brothers Steak and Seafood Company, a division of the Chefs’ Warehouse, is a new facility in Point Richmond and the long-term tenants of the building, owned by Prologis. The primary audience and user of the facility will be Allen Brothers Steak and Seafood Company staff, whose mission is to combine culinary expertise, community engagement, commitment to animal welfare, and to provide the finest Midwestern beef, responsibly sourced seafood, and exceptional dining experiences to the Bay Area.

For the mural and the mosaic tile project, the thematic direction is for artwork that celebrates the history and culture of Richmond, including cultural diversity, nature, sailing and water related activities.

Eligibility
Must have evidence of completed public art project(s) of similar size, scope and style with an art contract value of at least $75,000.

Ineligibility
Employees of the City of Richmond, relatives of current Richmond Arts and Culture Commissioners or any City of Richmond elected or appointed official, are not able to apply due to possible conflicts of interest.
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Site 1a/1b: Location of Large Mural Budget not to exceed $250,000 (all-inclusive) Description: Wall approximately 160’ wide by 40’ high. Mural will be painted directly on wall surface.

Site 1b: Location of Smaller Mural
Description: L-shaped Wall approximately 53’ wide by 30’ high and 35’ wide x 12’ high.

Mural to be painted directly on exterior wall surface.
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Site 2: Mosaic Tile Tabletops
Description: Eight patio tables (shape selected by developer) Budget: $40,000 All inclusive.

Proposed art material – mosaic tile table tops. Tile work must be installed on site.

Option 1: Square Table
Square tabletop is 36” x 36”. Mosaic design should be 34”x 34” with a 2” border around the tiles. https://qcp-corp.com/detail/module/1272#sizing-chart Option 2: Round Table
Round table-top is a 42” diameter circle. Mosaic design should be a 40” circle with a 2” border around the tiles. https://qcp-corp.com/detail/open/771https://qcpcorp.com/detail/open/771 593

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The Richmond Arts and Culture Commission (RACC) will provide administrative services for this project including managing the artist solicitation, selection process and art contract services.

SCOPE OF SERVICES
The developer is requesting two (2) artworks for its campus (1 oversized mural and mosaic tile design for cement tabletops).
1a. A large outdoor mural located on 211 W. Cutting Blvd. which will be located along an area of the outer warehouse wall measuring approximately 250 feet wide x 40 feet tall. The mural will be painted directly on the exterior surface of the building and portray celebration of the history, diversity, and culture of Richmond. 1b. A smaller outdoor mural will also be located on 211 W. Cutting Blvd, adjacent to the main entrance of the facility, The L-shaped walls measure approximately 53’ x 40’ and 35’ x 12’ in the outdoor staff dining and community engagement area. The oversized mural will be painted directly on the exterior wall surface of the building and also portray celebration of the history, diversity, and culture of Richmond.

2. Eight mosaic tabletop designs for staff break area. All mosaic tile work will be installed on site and need to complement the mural design in the staff area.

The mural design must be compatible with the mosaic tabletop designs in the staff seating/eating area. All mosaic tile work will be installed on site and will need to complement the mural design in the staff break area. The muralist and tile artist will need to work together to create compatible design for the staff area. The proposed artworks will send a positive visual statement to be enjoyed by staff and visitors to the facility.

RFQ/RFP SCHEDULE
Date Activity
December 2023 RFQ/RFP Applications Posted
February 2024 RFQ/RFP Application Deadline
February 2024 Art Panel Selection for 3 Semi-Finalists
March 2024 Art Panel Presentation (via Zoom)
2024 (TBD) Semi-Finalist Selections
2024 (TBD) Artists’ Effective Date of Contract
2024 (TBD) Artwork Installed
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SELECTION PROCESS

PROPOSAL FORMAT GUIDELINES
The proposal should be concise, well organized, and demonstrate the proposer’s qualifications and experience applicable to the Project. The complete proposal shall be limited to 20 double-sided pages (8.5 inches x 11 inches), inclusive of graphics, forms, pictures, photographs, resumes, required forms, certifications, front and back covers, or letters of commitment from sub-contractors. The required font size is 12 point, with minimum left and right margins of one-inch, and top and bottom margins of 0.7 inches.

Each proposal will adhere to the order and content of sections listed below. The proposal should be straightforward, concise and provide “layman” explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the concept design. Proposals which appear unrealistic in the terms of technical commitments, lack of technical experience or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the artist’s response:

A. Cover Letter
A cover letter, not to exceed three pages in length, should summarize key elements of the proposal and shall:
• Confirm that all elements of this RFP have been reviewed and understood;
• Include a written description of the art (mural and/or mosaic tile) design; • Express artist’s willingness to enter into an agreement under the terms and conditions prescribed by this RFP, insurance requirements (Attachment A) and in the sample Service Agreement (Attachment B); • Submit a written description and brief history of the company/artists experiences, qualifications and successes in providing professional art commission services described herein. Please indicate the number of employees and/or sub-contractors employed by this project. • Indicate the address and telephone number of the lead artist office located nearest to Richmond, California and the office from which the project will be managed.
• Confirm that artist has a minimum of five (5) years verifiable experience designing with examples of painting large-scale murals and/or mosaic tile installations.
• Identify a single person for contact during the RFP review process; and • Cover letter shall be signed by an authorized official of the company.

B. Background and Project Summary Section
The Background and Project Summary Section should describe your understanding of the City of Richmond, the work to be done, and the objectives to be accomplished. Refer to description of services for this RFP. Include a rough 595

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sketch of your vision for the 250 linear foot wall section that tells a “Richmond Story”.

Deliverables:
• Submit a sketch of mural concept using the photo shop or some method to demonstrate a proposed concept design for both the mural and mosaic tabletop design.
• Submit no more than five photo examples of completed mural and/or mosaic tile projects of similar size, scope and value (budget) and thematic direction.

C. Methodology Section
Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Services of this RFP. The Methodology Section should include:
1) An implementation plan that describes in detail (i) the methods, including controls by which your firm manages projects of the type sought by this RFP and the method used to research Richmond historical concept images; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work.
2) Detailed description of efforts your firm will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Services" section.
3) Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion.

Installation method for large-scale mural i.e. grid, projections, etc.

List equipment needed i.e. scaffolding, tarp to cover cars, etc. 4) Detailed description of specific tasks you will require from City staff.

Explain what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Services.

D. Staffing
Describe proposed Project team organization, including identification and responsibilities of key personnel. Indicate role and responsibility of prime consultants (Lead Painter or Tile Designer) and all sub-contractors. Indicate the extent of the commitment of key personnel for the duration of the Project and furnish resumes of key personnel. Provide an indication of the staffing level for the Project. The City of Richmond’s evaluation of the proposal will consider the proposer’s entire team; therefore, no changes in the team composition will be allowed without prior written approval of the City of Richmond. Sub-contractor letters of commitment are required and must be submitted with the proposal. 596

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Describe the experience of the proposer’s Project team in detail, including the team’s Project Manager, and other key staff members, on projects of similar size, capacity, and dollar value. For each similar project, include the client’s name and correct telephone number. It is the City of Richmond’s policy to interview proposers’ references as well as references identified by the City of Richmond.

E. Qualifications
The information requested in this section should describe the qualifications of the firm, key staff and sub‐contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include:
1) Names of key staff that participated on named projects and their specific responsibilities with respect to this scope of service. 2) A summary of your firm’s demonstrated capability, including length of time that your firm has provided the services being requested in this Request for Proposal.
3) Provide at least three (3) references that received similar services from your firm. The City of Richmond reserves the right to contact any of the organizations or individuals listed. Information provided shall include:
a) Client Name
• Telephone & e-mail address.
• Physical business/art studio address.
b) Description of services provided including contract amount. c) Project start and end dates.

F. Cost Information
Provide the total direct and indirect costs to complete all tasks identified in the scope of services. Even if the method of payment to proposer will be fixed fee, a detailed cost breakdown shall be provided identifying: (1) the number of staff hours and hourly rates for each professional and administrative staff person who will be committed to this Project; (2) all other direct costs, such as materials and reproduction costs; and (3) sub-contractor services, if needed. These rates will also be used to negotiate rates for other projects (including optional tasks) that may be assigned. No additional funds will be paid above and beyond the original quote given by the selected applicant.

Proposers will be paid at the same rates set forth in their cost proposal unless further negotiated in writing and agreed to by the City of Richmond.

G. Value Added Services
Please provide any additional services of benefit not specifically required herein, which the Respondent offers to provide.
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H. Contractor Assignment of Sub-Contract
The resulting contract shall not be assigned, transferred, or sublet, in whole or in part, without the prior written approval of the City of Richmond. If Proposers intend to subcontract any portion of the resulting contract, they must describe their process for selecting such subcontractor(s) and the quality control measures that the Proposer will employ to ensure that any subcontractor complies with the provisions of Proposer’s contract with the City.

I. Previous Contracts with the City of Richmond
The proposer shall submit a list which indicates all prime contracts and/or amendments awarded to the proposer by the City of Richmond for the last three (3) years. The list shall include a short description of the Project, the Project scope of work, award date, completion date, name of City of Richmond’s assigned Project Manager, and contract value.

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

K. Statement of Impartiality and Disclosure
The nature of this Project requires an impartial unbiased approach on the part of the proposer’s team. This proposal shall include a statement declaring that the proposer’s and sub-consultants are not currently, and will not, during the performance of these services, participate in any other similar work involving a third-party with interests currently in conflict or likely to be in conflict with City of Richmond’s interests. Additionally, the proposer is required to disclose any pending or active investigations or litigation that may affect the reputation or ability of the proposer to carry out the Project.
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PROCESS FOR SUBMITTING PROPOSALS
Questions Concerning Request for Proposals
All questions must be submitted via the electronic BidsOnline system on the Q&A tab by 3:00 pm PST, on January 15, 2024. If the City finds it necessary to issue an addendum, prospective Offerors will receive e-mail notification of addendum.

Otherwise, answers to questions received will be provided on the Q&A tab and notification will be sent by January 19, 2024. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/bids for any possible Addenda to the RFP that may have been posted.

Any party submitting a proposal shall not contact or lobby any City Council member, City official, RACC member, employee (except those specified for contact) or agent regarding the RFP. Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.

Interested parties may download copies of the above mentioned proposal by visiting the City's web site, www.ci.richmond.ca.us/bids. To download RFP, new vendors will be required to register. Once the vendor downloads any documents relative to a solicitation, that vendor's name will appear on the Prospective Bidders list for that project and will receive any addenda or notifications relating to the RFP.

Submission of Proposals
The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer.

Electronic Proposals shall be submitted via the City’s secure online bidding system. All required sections of the proposal must be submitted via the website. Contractor is solely responsible for “on time” submission of their electronic proposal. The Bid Management System will not accept late proposals and no exceptions shall be made. Contractors will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.

The proposal must be received no later than 11:59 p.m., local time, on February 5, 2024.

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

GENERAL GUIDELINES
This RFP does not commit the City of Richmond to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or 599

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contract for work. The City of Richmond may reject a proposal without providing the reason(s) underlying the decline. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against the City of Richmond. The City shall not be responsible for work done, even in good faith, prior to final approval of the proposed contract. The City may investigate the qualifications of any respondent under consideration, require confirmation of information furnished by the respondent, and require additional evidence or qualifications to perform the Services described in this RFP.

The City reserves the right to:

1. Reject any or all proposals.

2. Issue subsequent Requests for Proposal.

3. Postpone opening for its own convenience.

4. Remedy technical errors in the Request for Proposal process.

5. Negotiate with any, all, or none of the Respondents.

6. Solicit best and final offers from all or some of the Respondents.

7. Select one or more Respondents.

8. Accept other than the lowest proposed fees.

9. Waive informalities and irregularities in proposals.

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

Insurance Requirements
The City of Richmond requires consultants doing business with it to obtain insurance, as shown in RFP Attachment A. The required insurance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the Project.

Business Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived.

Compliance with City Ordinances
The contractor and all subcontractors shall comply with the City of Richmond 600

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

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

Arts and Culture Ordinances, Art Policies and Art Procedures The following Arts and Culture Ordinances, Policies and Procedures documents were adopted on May 4th and May 18, 2021.
o RMC 3.59 Arts and Culture Commission (Amended 5/18/2021) o RMC 6.50 Public Art Program (Adopted 5/18/2021)
o Public Art Policies and Procedures_v2 (Adopted 5/4/2021) Sanctuary City Contracting Ordinance (SCCO)
The Richmond Sanctuary City Contracting Ordinance No. 12-18 (Attachment D) prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”).

Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal. (Attachment C)
Limited Liability Company Disclosure Statement (LLCS)
Resolution No. 86-21 (Attachment E), approved by City Council on July 6, 2021, requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations (LLC). Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Proposal (Attachment F).

Collusion
By submitting a proposal, each respondent represents and warrants that its proposal is genuine and not false or collusive or made in the interest of, or on behalf of any person not named therein; that the respondent has not directly or indirectly induced or solicited any other person to submit a false proposal, or any other person to refrain from submitting a proposal; and that the respondent has not, in any manner, sought collusion to secure any improper advantage over any other person submitting a proposal. 601

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

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

PROPOSAL EVALUATION AND SELECTION PROCESS
All proposals shall be reviewed to verify that the Respondent has met the minimum requirements. Proposals that have not complied with requirements, do not meet minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions of the Service Agreement, will be eliminated from further consideration. Proposals will be reviewed and evaluated by an evaluation committee comprised of City of Richmond personnel, Richmond Arts and Culture Commissioners, Private Developer, Building Tenant, Richmond resident.

The top Proposals may then be invited to make a presentation to the evaluation panel in a City Office in Richmond, California, at no cost to the City. The selected proposal shall provide the most cost-effective approach that meets the City’s requirements. The lowest price proposal will not necessarily be selected.

The City reserves the right to reject any or all proposals, or to make no award. The City also reserves the right to require modifications follow‐up with requests for additional information, including, but not limited to, follow‐up interviews. The City may request Best and Final offers based upon improved understanding of the offers or changed scope of service. The City will negotiate with that vendor to determine final pricing, and contract form. Because this proposal is negotiable, all pricing data will remain confidential until after award is made, and there will be no public opening and reading of Proposals.

Overall responsiveness to the RFQ/RFP is an important factor in the evaluation process. The criteria upon which the evaluation of the proposals will be based include, but are not limited to, the following:

The Proposal/Methodology and Approach to Work – 20%
The proposer’s responsiveness to the RFP including completeness and thoroughness 602

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of proposal; all required information must be provided in the format specified. This category will also evaluate:
• Ability to provide services as outlined in the RFP.
• Approach and proposed methodology to project scope.
• Demonstrated knowledge of the work required.
• Explanation of the Project or services required.
• Innovative approaches and internal measures for timely completion of Project.

Experience/Past Performance/References – 20%
Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFP; number of years of experience in performing similar work.

Project Team – 20%
Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude. This category will evaluate the firm’s:
• Qualifications and relevant individual experience.
• Unique qualifications of key personnel.
• Staff Availability / Time commitment of key members.
• Organization chart.

Proposer Qualifications – 20%
This category will evaluate the respondent’s ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner.

Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.

Cost Proposal – 20%
Pre-Award Negotiations
After the proposals are opened, but prior to award, the City may elect to conduct negotiations with the highest ranked respondent for purposes of:
• Resolving minor differences and information
• Clarifying necessary details and responsibilities
• Emphasizing important issues and points
• Receiving assurances from respondents
• Cost/budget clarifications
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If the City cannot successfully negotiate a contract with the highest ranked respondent, the City may begin negotiations with the second highest ranked respondent.

Selection may be made without further discussion, negotiations or Offeror’s presentations; therefore, Offeror shall offer the most favorable terms in response to this RFP. Offeror must demonstrate an understanding of the scope of service to be provided and the ability to accomplish the tasks set forth. Offeror shall include information that will enable the City to determine the Offeror’s overall qualifications. The City reserves the right to request additional information or clarification on any matter included in the proposal response, to enable the City to arrive at the final award decision.

A panel of Richmond residents, art professionals, the tenant and owner, RACC members and city staff will review all Requests for Proposal (RFP) applications and may identify three semi-finalists per project (three muralists and three mosaic tile artists) to invite to further develop the proposed concept design. A total of $1,500 will be paid, per semi-finalist, for completed maquettes and interviews.

Award - When the Review Panel has completed its work, RACC/City staff will recommend an artist and/or artist team to the City Manager and City Council for approval. The services provided by the successful bidder shall be governed by a Standard Services Agreement (Attachment B).

Attachments
A. Insurance Requirements
B. Standard Contract
C. Sanctuary City Compliance Statement
D. Sanctuary City Contracting Ordinance No. 12-18
E. Limited Liability Corporation (LLC) Resolution No. 86-21 F. Limited Liability Corporation Form
130- Arts-and-Culture-Element (richmond.ca.us)
https://www.ci.richmond.ca.us/DocumentCenter/View/67481/Richmond_PAMP_Final_083023 604
#1 #2 #3 #4 #5 FINAL
Applicants Totals
Average
Score RANK
Hungry Ghost Productions 79 96 98 94 99 466 93.20 1
Oh Yanoe LLC 91 75 100 98 99 463 92.60 2
Bay Area Mural Program 90 97 Not Scored 92 90 369 92.25 3 Community Rejuvenation Project 83 97 Not Scored 87 97 364 91.00 4 MD Studio 93 87 95 95 85 455 91.00 4
Art of John Pugh 84 93 78 94 100 449 89.80 5
Robin Gibson 82 88 95 78 98 441 88.20 6
Drift Mural Corporation 77 93 60 82 99 411 82.20 7
Twin Walls 82 95 50 80 99 406 81.20 8
Wall and Wall 73 85 Not Scored 62 97 317 79.25 9
Arteclettica 45 32 Not Scored 22 98 197 49.25 10
Adrian Litman Art & Design None None None None None 0
Hidden Jewels Murals None None None None None 0
Javier Arts None None None None None 0
Wyss Design None None None None None 0
Allen Brothers Steakhouse
Scoring Matrix
MURAL
ATTACHMENT 2
605
#1 #2 #3 #4 #5 FINAL
Applicants Totals
Average
Score RANK
Hidden Jewels Murals 80 94 50 89 95 408 81.60 1
Bay Area Mural Program 79 75 Not Scored 80 90 324 81.00 2 Wyss Design 85 97 25 87 95 389 77.80 3
Javier Arts 78 82 Not Scored 86 60 306 76.50 4
MD Studio 88 80 95 25 85 373 74.60 5
Oh Yanoe LLC 83 71 Not Scored 35 99 288 72.00 6
Community Rejuvenation Project 72 63 Not Scored 18 97 250 62.50 7 Adrian Litman Art & Design 58 40 Not Scored 49 99 246 61.50 8 Arteclettica Not Scored 30 Not Scored 22 98 150 50.00 9 Art of John Pugh N/A N/A N/A N/A N/A 0
Drift Mural Corporation N/A N/A N/A N/A N/A 0
Hungry Ghost Productions N/A N/A N/A N/A N/A 0
Robin Gibson N/A N/A N/A N/A N/A 0
Twin Walls N/A N/A N/A 0 N/A 0
Wall and Wall N/A N/A N/A 0 N/A 0
Allen Brothers Steakhouse
Scoring Matrix

MOSAICS
606
ATTACHMENT 3 – CONCEPT DESIGNS

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Mural Proposal
Allen Brothers Steak & Seafood Company
Richmond CA
Team: Hungry Ghost Productions
Muralists: David Burke and Pancho Pescator
Title: A Visual Song for the People of Richmond
Mosaic Tile Artist: Wilma Wyss

607
ATTACHMENT 3 – CONCEPT DESIGNS

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Work Samples
Mural Hungry Ghost Team:
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ATTACHMENT 3 – CONCEPT DESIGNS

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Wilma Wyss – Mosaic Tile Design

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ATTACHMENT 3 – CONCEPT DESIGNS

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Allen Brothers RFP Deliverable 1 round and 1 square preliminary sketch for mosaic tile

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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.

ATTACHMENT 4
611

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
612
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:
613
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.

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. 614
For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

City of Richmond
Richmond, CA 94804-0046

1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
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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, 616
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import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. 617
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Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract. 618
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 619
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any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to 621
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indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

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

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

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete 622
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage 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 623
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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 624
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City reserves the right to employ other Contractors in connection with the project.

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

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

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

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

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

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

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
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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 626
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toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

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

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

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

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

39. Performance and Final Acceptance.

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

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard. 627
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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. 628
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):
629
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.
630
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1: