1 PORT OF RICHMOND
REQUEST FOR PROPOSAL - POINT POTRERO MARINE TERMINAL ASSESSMENT
Background
Henry J Kaiser developed four shipyards in Richmond
between 1941 and 1942 that employed thousands who
constructed more than 747 vessels during World War II .
Immediately following the war, the Kaiser Corporation
converted Shipyard Number 3 , which is the last remaining war time shipyards in Richmond, to a ship repair facility. In 2009, the Port of Richmond (Port) rehabilitated Shipyard Number 3 into a state -of-the-art Roll On/ Roll Off (RoRo) terminal for the import of automobiles. The facility is now called the Point Potrero Marine Terminal (PPMT), which is shown in Figure 1 . See Figure 2 for a 1945 aerial view of the PPMT facility.
As a department of the City of Richmond, t he Port is
seeking interested parties to complete an assessment of the physical infrastructure of the Point Potrero Marine terminal, specifically the wharfs that front the Harbor Channel and the Point Potrero Turn as well as the Graving Basins and fin ger piers with the goal of establishing budgets and priorities to sustain and expand operations.
Figure 3 illustrates the study area in red, green and
blue. The area in red is known as berths 5 and 6.
These berths have seen limited use over the last 40
years, primarily as lay berthing. Little information
regarding this area is available . However, erosion
has occurred between the concrete w harf and
asphalt a s shown in the exhibit on the following
pages. Additionally, the Port has found an area of
settlement as shown in Figure 4 and seeks to
understand the cause and potential solutions.
Figure 1. Port of Richmond’s Point
Potrero Marine Terminal
Figure 2. Point Potrero Marine Terminal 1945
RFP - Point Potrero Marine Terminal Assessment
2 Figure 3. Point Potrero Marine Terminal Wharf Assessment
EX GASMAIN - CONNECTED TOBUILDING?
JT
JT
ROUTE CONDUITUNDER BUILDING PERIMETERFOUNDATION - PROTECT BUILDING JT
PROVIDE 200 FEET CABLESLACK COIL
EXISTING ELECTRICAL CONDUIT
EXISTING ELECTRICAL CONDUIT ANDCONDUCTORS FROMSUBSTATION NUMBER 6PER ROSENDIN - 480 V - 200 AMP/3 PHASE FEEDER(500 LF)
JTAT&T PULLBOX
FIRE HYDRANT
PORT PULLBOXELECTRICAL PULL BOX
SAW CUT SLAB ANDINSTALL CONDUITS PERSPECIFICATIONS1-2" FO1-4" ATT4-3" ELECTRICAL JT JT
STUB CONDUITS ATFUTURE EQUIPMENTROOM
INSTALL 1-2" FOINSTALL 1-4" AT&TINSTALL 4-3" ELECTRICAL
FUTUREOSC
(E) CONCRETE SLAB IS 6"THICK WITH #6 REBAR AT12" & 6" O.C.
SS
SS
E
EE
EXITING ELECTRICAL SWITCHGEAR - ABANDON
ABANDON EXISTINGELECTRICAL CONDUITSS (-3') FROMSURFACEINV 12.6±1.6% ± CO CO120 LF4" ABS SS RUN AT .009%FWFWFWFW
WWWWNEW PIPE WILL ROUTE TO BATHROOMWATER ON CEILING
EX WATER LINEEX GAS LINE
EXISTING FWWATER VALVE
NEW 6" C900PVC FSFIRE RISER
WV
Xref rigger-existing.dwg
PROPOSED GENERATOR
SSSSSSSSSSSSSSSS
SSSSSS
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EXISTING FMFOR RED OAKBELOWGRADE SSSSSSSSSSSSSSSS
EXISTING FMFOR RED OAKHUNG ON CEILING OF BASIN 5
FMPENETRATEWALL
EXISTINGCRANE RAIL
FACE OFDOCK
CONCRETEDECK CONCRETEDECK
AA
BASIN 5
A
B
C
D
AREA OFEROSION
GRAVINGBASIN #5
14' NAVD88
30'±
PILE
APPROXIMATESLOPE
EROSIONHOLE
CRANERAIL
SECTION A
REVISIONS
NO. BYDATEDESCRIPTION34
DRAWN:DESIGNED:CHECKED:CSW|ST2CSW|ST2RCS
SHEET NO.COUNTY NO.
DATE
RICHMOND
PORT OF RICHMOND
RCS APPV'D12
APPROVED:
FILE NO.
JOB NO.SCALE
CALIFORNIA
NONE 121 PARK PLACERICHMOND, CA 94801CONTRA COSTA
REVISIONS
NO. BYDATEDESCRIPTION34
DRAWN:DESIGNED:CHECKED:CSW|ST2CSW|ST2RCS
SHEET NO.COUNTY NO.20035125
DATE07.15.2024
RICHMOND
PORT OF RICHMOND
RCSPOINT POTRERO MARINE TERMINALBERTH 5 AND 6 CONDITIONSAPPV'D12 APPROVED:
FILE NO.
JOB NO.SCALE
CALIFORNIA
NONE
EX-1 121 PARK PLACERICHMOND, CA 94801CONTRA COSTA
PLAN
PHOTOGRAPH A
PHOTOGRAPH B
PHOTOGRAPH C
PHOTOGRAPH D
RFP - Point Potrero Marine Terminal Assessment
4 The area in green is an active area known as berths 7 and 8 which is used for unloading vehicles. The Port completed improvements within berths 7 and 8 in 2012 as shown in Figure 5 supported by an inspection report dated September 10, 2009, prepared by Collins Engineers, Inc.
Figure 4. Settlement of Wharf
RFP - Point Potrero Marine Terminal Assessment
5 Figure 5. Plan view of Berths 7 and 8 at the Point Potrero Marine Terminal
RFP - Point Potrero Marine Terminal Assessment
6 Based upon previous inspections there is considerable damage to piles, beams, deck, and related structural components of Berths 7 and 8 . While the 2012 work repaired much of the wharf, there are areas requiring a reduction in load capacity. In addition, the soil beneath the cut off wall erodes allowing sinkholes to form within the asphalt on the landside approach to the concrete wharf. Figure 6 illustrates a 1943 concept drawing of the wharf.
Figure 6. 1943 Drawing of Berths 7 and 8
Berths 7 and 8 of PPMT is currently leased to Auto Warehousing Company for the import of vehicles from Korea and Japan as shown in Figure 7 . The Port would like to assess the conditions of Berths 7 and 8 for continued importation of vehicles as well as for expansion to heavier equipment such as construction and farm equipment. The Port will also evaluate alternative use options in the future that may include heavy general or project cargo and/or potentially supporting cargo handling equipment such as mobile harbor cranes. For Berths 5 and 6, the Port would like to understand its condition and cause of the settlement.
RFP - Point Potrero Marine Terminal Assessment
7 Figure 7 Roll on/ off Cargo is the Primary use for Berths 7 and 8
The area in blue consists of five graving basins, largely in the same configuration as seen in the 1940s.
These berths are used for berthing of vessels such as the Red Oak Victory ship (Richmond Museum Association) and other operating commercial vessels berthing. The Port has some records of the basins as shown in Figure 8.
Figure 8 Graving Basin Section
RFP - Point Potrero Marine Terminal Assessment
8 Finally, the Port is interested in understanding the g eneral conditions of the finger piers located on the west side of the faci lity as s hown in Figure 9. These were constr ucted in the 1940s and updated by tenants through the years. The Port has limited information regarding these facilities.
Figure 9 Finger piers
For the entire wharf , graving basins , and finger piers the Port seeks costs to design and construct improvements to continue and enhance operations. As these improvements cannot be made at one time, the Port seeks a prioritized list of projects that can be completed over the next 5 to 10 years. The Port is also seeking input on sequencing of repairs and upgrades in terms of highest need and accommodation of current operational activities and variables.
RFP - Point Potrero Marine Terminal Assessment
9 Proposal Requirements
If you are interested in providing a proposal for this effort, in less than 30 pages , please provide the following information:
A. Cover letter detailing your interest in the project and contact information. In the letter describe your compliance with Richmond’s ordinances as well as review of any addenda issued.
B. A narrative describing your firm and subconsultants detailing their roles and responsibilities.
Include a summary of the key team members that will be supporting the Port’s effort.
C. At least three previous projects where you have performed a similar scope of work including references.
D. A narrative detailing how your experience with similar marine infrastructure will help establish conditions and priorities when little existing data may be available. As a small port with limited funding, the Port is interested in how your team’s experience can be leveraged to develop a rehabilitation plan with limited expense.
E. A scope of work that succinctly details the tasks you intend to perform . At a minimum, this shall include the following:
i. Review and interpretation of existing documents provided by the Port ii. Field review of existing conditions for Berths 5,6, 7, and 8 iii. If you believe that under wharf inspection of Berths 5, 6, 7, and 8 which may include boats and divers as well as materials testing is critical, please provide a sco pe of work . This work should be offered as an optional service. Additionally, please clearly define how this effort will enhance your team’s recommendations.
iv. Draft conditions assessment and recommendations for rehabilitation including cost analysis and phasing recommendations
v. Meeting with Port staff to review draft at 8 weeks into t he project and prior to release of final assessment.
vi. Final conditions assessment that responds to comment include a summary of next steps F. A schedule to perform the work.
In a separate document marked “Port Assessment Fee” please provide your fee to complete the work.
Please note that all work must be inclusive of the following:
1. City of Richmond Ordinance No. 16-12 N.S Richmond Business Opportunity Ordinance.
2. Compensation shall be consistent with Prevailing Wage Requirements as required by the Department of Industrial Relations.
3. Execute an agreement with the City of Richmond ; a copy is included in Exhibit A. No changes to this agreement will be made.
RFP - Point Potrero Marine Terminal Assessment
10 Port Provided Information
The Port will provide information it possesses for PPMT. The vendor shall note that it may or may not be useful or complete. A summary of this information includes:
• 2012 Plans for repairs to Berths 7 and 8 prepared by Liftech • 2009 Conditions Assessment for Berths 7 and 8 prepared by Collins Engineers • Topographic, boundary, utility, and bathymetric data prepared by various parties • 2024 Videos and photographs of berths 5 and 6 prepared by CSWST2 • 1940’s era design and as-built records, which are incomplete. • 2011 Winch installation calculation prepared by Moffatt and Nichol for the Graving Basin 3 • 2015 Moring and fender analysis for the Red Oak Victory prepared by COWI
Schedule
The Port anticipates this effort will be completed as follows:
Task Date
Release RFP Late July 2024
Prep Proposal Meeting August 5, 2024 at 2:00 PM
Response Due Mid-August 2024
Interview if Necessary Late August 2024
Negotiations with Vendor Early September 2024
City Council Approves Agreement Late September 2024
Notice to Proceed October 2024
Final Assessment Report March2025
Submittal Process
The Port will hold a non-mandatory preproposal meeting at 1322 Canal Boulevard on August 5, 2024, at 2:00 PM. This will be an opportunity to review site conditions.
Any questions from prospective vendors must be submitted via the electronic BidsOnline system no later than 5:00 p.m., Friday August 9, 2024. As necessary, responses to questions will be issued via an addendum.
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. Vendor 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 no later than 2:00 p.m., Friday, August 16, 2024.
RFP - Point Potrero Marine Terminal Assessment
11 Evaluation Criteria
The sole purpose of the proposal evaluation process is to determine which solution best meets the Port’s needs. The Port will review all proposals received as part of a structured evaluation process. For each decision point in the process, the Port will evaluate proposers according to specific criteria.
A review committee will evaluate all responses to the RFP that meet the submittal requirements and deadline. Submittals that do not meet the requirement or deadline will not be considered. The review committee will rank the proposals and arrange interviews if the top two or three firms if deemed necessary.
The table below describes the criteria that will be used to review proposals and interview performance , if deemed necessary. The Port offers a total of 100 points, weighted as follows:
Criteria Total Points Available
Demonstrated experience in team members with
assessing conditions of 1940’s era marine
infrastructure
30 Detailed work plan that clearly illustrates meeting
the Port’s needs in an efficient manner
40 Demonstrated ability to assess conditions, establish budgets, and prioritize repairs with limited
information.
30 Port’s Rights Reserved
For this RFP, City and Port are used interchangeably. The Port reserves the right, in its sole discretion, to:
• Select the proposal which in its sole judgment best meets the needs of the City. The recommended selection of the evaluation committee is final and subject only to review and final approval by the City Council.
• Reject any or all proposals and to waive technicalities and informalities when such waiver is determined by the City to be in the City’s best interest. • Retain all accepted proposals, including proprietary documentation, regardless of which proposal is selected. No proposals will be returned to proposers. • Request any supplementary information it deems necessary to evaluate proposer’s experience or qualifications. This may include supplemental financial information, additional interview(s), and/or additional presentation by the proposer. • Reconsider any proposal submitted at any stage of the procurement. It also reserves the right to meet with select proposers at any time to gather additional information.
Furthermore, the City reserves the right to delete or add functionality (i.e., modules and components) until the final contract signing.
RFP - Point Potrero Marine Terminal Assessment
12 • Cancel, in part or in its entirety, this RFP, including, but not limited to: selection schedule, submittal date, and submittal requirements. If the City cancels or revises this RFP, all proposers will be notified in writing by the City.
• Revise the RFP prior to the date that proposals are due. The City will communicate changes through addendum to this RFP. All registered proposers will be notified of revisions to the RFP. The City reserves the right to extend the date by which the proposals are due. • To reject any and all proposals and to waive informalities and minor irregularities in any proposals received. Failure to furnish all information requested or to follow the format requested herein may disqualify the proposer, in the sole discretion of the City. False, incomplete, misleading or unresponsive statements in a proposal may also be sufficient cause for a proposal’s rejection.
Finally, the Port notes the following:
• This RFP does not commit the City to award a contract. All proposals submitted in response to this RFP become the property of the City and public records, and as such, may be subject to public review.
• The City shall not be liable for any pre -contractual expenses incurred by prospective proposers or designated subcontractors, including but not limited to costs incurred in the preparation or submission of proposals.
• The City shall be held harmless and free from any and all liability, claims, or expenses whatsoever incurred by, or on behalf of, any person or organization responding to this RFP.
Bids Online Codes
95900
91842
92500
92517
92542
92588
RFP - Point Potrero Marine Terminal Assessment
13 ATTACHMENT A
STANDARD CITY CONTRACT
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:]__________________________________
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
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]:
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.
Contract No: For the Contract between the City of
Richmond and
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: ______________________________________________________ Contract No: For the Contract between the City of
Richmond and
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 exce pt 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 t o 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 employer - employee 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, medi cal condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political Contract No: For the Contract between the City of
Richmond and
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 t o 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.
Contract No: For the Contract between the City of
Richmond and
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 circumst ances 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 Contract No: For the Contract between the City of
Richmond and
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 Contract No: For the Contract between the City of
Richmond and
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, Contract No: For the Contract between the City of
Richmond and
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 Contract No: For the Contract between the City of
Richmond and
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 Contract No: For the Contract between the City
of Richmond and
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 Contract No: For the Contract between the City
of Richmond and
United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.
Contract No: 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, otherwise please state “NONE”):
Contract No: For the Contract between the City
of Richmond and
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 t o 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 Contract No: For the Contract between the City
of Richmond and
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.
Contract No: For the Contract between the City
of Richmond and
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 additi onal insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An y 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.
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.
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: