CITY OF RICHMOND
STANDARD CONTRACT
Department: City Project Manager:
City Project Manager E-mail: City 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:
☐ 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 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 the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.
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. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.
11. 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: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________
I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
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]:
Opportunities for Impact in Richmond Environmental & Community Investment Agreement July 15th, 2025 - December 31st, 2028 Project Overview GRID Alternatives Bay Area (GRID BA) seeks to build on its successful Environmental & Community
Investment
Agreement
(ECIA)
partnership
with
the
City
of
Richmond,
which
addresses
the
disproportionate
energy
cost
burdens
impacting
underserved
communities
by
providing
cost-saving
renewable
energy
technologies.
Low-income
Richmond
families
and
job
seekers
can
benefit
from
investments
in
solar
(as
well
as
related
infrastructure
improvements)
that
reduce
utility
bills,
increase
home
values,
and
reduce
exposure
to
environmental
and
climate
hazards.
Our
approach
creates
healthy
homes
and
pathways
to
long-term
environmental
benefits
for
Richmond.
A renewal of this partnership will build upon the success of GRID BA’s existing ECIA contract with
the
City,
originally
in
effect
2017-2022
and
subsequently
renewed
for
2022-2025.
History of GRID Alternatives Bay Area in Richmond GRID Alternatives (GRID), a national 501(c)(3) organization, envisions a rapid, equitable transition
to
a
world
powered
by
renewable
energy
that
benefits
everyone.
Our
mission
is
to
build
community-powered
solutions
to
advance
economic
and
environmental
justice.
GRID has more than 20 years of experience providing equity-focused clean energy, clean mobility,
and
program
administration
services
to
environmental
justice
communities
across
the
nation,
with
completed
projects
in
19 states.
Our
Oakland-based
affiliate,
GRID
Alternatives
Bay
Area,
serves
the
nine
Bay
Area
counties
and
California’s
North
Coast.
Since
2004,
we
have
saved
nearly
3,000
Bay
Area
families
$59
million
in
energy
costs
through
residential
solar
projects,
and
have
helped
many
thousands
more
access
incentives
to
replace
their
gas
vehicles
with
zero-emission
transportation
options.
GRID BA is a licensed solar contractor and provider of solar installation job training programs.
Our
model
ensures
that
the
benefits
of
the
clean
energy
transition
reach
environmental
justice
and
underserved
communities
where
they
are
most
needed.
By
working
with
local
contractors
and
integrating
workforce
training
into
our
projects,
GRID
BA
ensures
that
investments
and
skills
development
in
clean
energy
remain
in
local
communities.
GRID BA is proud to maintain a nearly two-decade partnership with the City of Richmond. Since our
first
solar
installation
in
Richmond
in
2007,
GRID
has
completed
522
solar
installations
for
low-income
homeowners
in
the
city,
with
342
projects
being
funded
by
ECIA
since
2017.
As
of
June
2025,
a
total
of
2,059
kW
of
clean
power
has
been
installed
in
Richmond.
Over the history of our work in Richmond, GRID BA has become an expert in administering low-income
solar
and
clean
mobility
programs
locally.
Through
collection
of
project
data,
partnership
with
city
representatives,
and
targeted
outreach
to
residents,
our
team
has
developed
a
deep
understanding
of
the
energy
needs
specific
to
Richmond’s
environmental
justice
communities
as
well
as
the
most
common
barriers
to
meeting
those
needs.
(The
emphasis
on
roof
and
service
panel
improvements
in
the
scope
proposed
herein,
for
example,
reflects
our
familiarity
with
Richmond’s
housing
stock
and
the
frequency
with
which
infrastructure
issues
impede
the
development
of
solar
projects.)
ECIA Outcomes 2017-2025 To date, GRID BA’s work in Richmond under the ECIA contract has produced the following outcomes:
● Installation of 118 no-cost solar systems for low-income Richmond residents ● 54 EV charger installations ● Provided over $1.760 million in energy cost savings for families in need ● Prevented nearly 4,978 tons of harmful greenhouse gas emissions ● Took the equivalent of 952 cars off the road ● Subsidized 62 roof replacements or repairs ● Performed 59 main service panel upgrades and repairs, allowing subsequent solar installations
for
households
who
otherwise
could
not
take
part
in
GRID's
solar
program
due
to
safety
and
quality
concerns
caused
by
aging
homes
● Provided paid work opportunities for Richmond residents, as well as hands-on training for
volunteers
and
job
seekers
as
a
pathway
to
employment
in
the
solar
industry.
● Generated $114,000 in permit fees for the City Renewable Energy and Energy Efficiency | Transparent Richmond
Proposed Scope of Work, July 15, 2025 – December 31, 2028 This new Scope of Work will replace the contract extension expiring June 30th, 2025. A renewal in
the
amount
of
$700,000
will
allow
GRID
BA
to
provide
the
following
services
for
the
period
of
July
15,
2025
–
December
31,
2028:
● No-Cost Solar Installations for Richmond Residents: Install 30 no-cost solar systems for
low-income
Richmond
residents
● Solar Roof Retrofit Program: Complete 21 roof replacements or repairs, allowing subsequent
solar
installations
for
households
who
otherwise
could
not
take
part
in
GRID's
solar
program
due
to
safety
and
quality
concerns
caused
by
aging
homes
● Electrical Upgrades for Solar and Electrification: Complete 15 main service panel upgrades,
preparing
homes
for
solar
installations
and
future
home
electrification
measures
that
require
increased
capacity
● Electrical Vehicle Readiness: Install 10 EV chargers for eligible Richmond residents For the purposes of this contract, "Low-income" is defined as 80% of the area's Average Median Income
(AMl).
1 GRID BA will leverage all available incentives and tax credits to provide the above projects at no cost
to
homeowners,
prioritizing
projects
where
infrastructure
upgrades
can
allow
projects
to
proceed.
In
some
cases,
funding
can
be
leveraged
up
to
3X
with
other
incentive
programs.
Additional
philanthropic
funding
will
be
used,
when
possible,
to
supplement
ECIA
program
funds
and
close
remaining
funding
gaps.
This partnership proposal leverages GRID BA's unique knowledge and experience with the City of
Richmond;
with
local
partnerships,
staff
capacity,
and
processes
already
in
place,
GRID
is
positioned
to
begin
work
immediately
upon
provision
of
additional
funding.
Scale of Impact With support from the City of Richmond, GRID BA can continue to deliver triple-bottom line impact
for
low-income
Richmond
residents.
GRID
BA
will
supplement
the
listed
projects
with
client
education
on
other
incentives,
programs,
or
actions
that
residents
can
take
to
reduce
their
utility
costs.
In conjunction with these projects, the Transformative Climate Communities (TCC) program will produce
an
additional
150
solar
installations
within
this
three
year
term.
This
will
save
Richmond
residents
an
additional
$5.2
million
in
utility
costs
to
yield
approximately
$6.06
million
in
savings.
1 https://www.hcd.ca.gov/sites/default/files/docs/grants-and-funding/income-limits-2025.pdf
No-Cost Solar Installations for Richmond Residents For the proposed three-year extension of this agreement, GRID BA will build on existing efforts bringing
solar
technology
to
residents
of
Richmond.
GRID
BA
will
install
solar
for
30 low-income
families,
serving
10 households
each
year.
That
is
in
addition
to
the
342
families
that
have
been
served
under
ECIA
since
2017.
Installation
of
solar
reduces
costs
and
reliance
on
dirty
energy
sources.
As
the
residential
electrification
movement
grows
throughout
California,
solar
can
keep
families’
energy
burdens
from
growing.
On average, each system installed saves the homeowner $13,437 in energy cost savings and offsets
30+
tons
of
harmful
greenhouse
gas
emissions.
GRID's
model
also
provides
hands-on
training
opportunities
for
green
job
trainees
and
increases
community
engagement
in
the
City
of
Richmond.
Under
our
Transformative
Climate
Communities
(TCC)
grant
with
the
City,
GRID
will
provide
paid
training
opportunities
to
50 Richmond
residents
over
the
next
three
years.
Over the proposed contract term, July 15, 2025 – December 31, 2028, $200,000 will be allocated
for
a
total
of
30 additional
solar
installations.
Each project may be eligible for different funding sources (e.g. DAC-SASH, TCC) based on individual
criteria
such
as
property
location
and
solar
system
size.
When
combined,
these
funding
sources
typically
cover
60-70%
of
project
costs.
The City of Richmond’s TCC grant provides additional funding (typically stacked with
DAC-SASH)
for
250
solar
installations
through
2028,
of
which
30 are
still
to
be
completed.
ECIA
funds
may
be
used
to
cover
infrastructure
improvements
for
these
projects
when
funding
gaps
remain.
Solar Roof Retrofit Program There are several factors that can result in solar installations being unable to proceed, even for income-qualified
homeowners.
By
far
the
most
common
issue
is
poor
roof
quality:
historically,
80%
of
inactive
projects
in
Richmond
are
due
to
roof
quality
issues
that
require
replacement
or
repair.
This
is
the
highest
rate
of
roof
issues
in
any
Bay
Area
municipality
GRID
BA
serves.
Necessary
improvements
can
cost
between
$13,000
and
$18,000,
a
significant
additional
cost
that
is
not
covered
by
available
solar
incentives.
Taking
out
a
loan
to
complete
these
repairs,
even
through
City-run
home
rehabilitation
projects,
often
present
an
insurmountable
cost
barrier
for
low-income
clients.
The
ECIA
pilot
demonstrated
that
roof
repair
subsidies
are
an
extremely
effective
tool
to
cover
these
costs
and
to
improve
home
energy
efficiency.
The Solar Roof Retrofit Program has been a huge success during this contract, allowing residents
with
unsuitable
roofs
to
proceed
with
solar
projects.
However,
the
original
tiered
subsidy
per
income
bracket
program
did
not
accommodate
residents
as
planned
and
left
significant funding gaps for nearly all clients. The revised model, subsidizing roof repairs up to $15,000
per
eligible
client
(living
below
80%
AMI),
has
proven
much
more
successful.
Roofers are selected from a list of pre-approved roofers who hold business licenses in Richmond.
The
subsidy
is
provided
at
the
true
cost
of
the
roof
repair.
Under
the
most
recent
contract,
about
20%
of
completed
projects
in
Richmond
utilized
the
Solar
Roof
Retrofit
Program.
Our
goal
is
to
unlock
solar
for
7 low-income
residents
each
year
by
providing
roof
replacements.
Replacing
aging
roofs
will
unlock
solar,
improve
energy
efficiency
and
contribute
to
a
healthier
home.
Over the proposed contract term, July 15, 2025 – December 31, 2028, we are requesting $316,000
allocated
toward
the
Solar
Roof
Retrofit
Program.
Electrical Upgrades for Solar and Electrification Since GRID began work in Richmond in 2007, 20%-30% of solar projects have required an upgrade
to
the
existing
main
service
panel
(MSP)
in
order
to
bring
the
homes
up
to
code,
reduce
fire
risk,
and
make
the
home
both
solar
and
electric
vehicle
(EV)
charging
ready.
These
upgrades
are
not
only
necessary
for
renewable
energy
technologies,
but
also
represent
a
significant
improvement
in
fire
safety
from
outdated
and
dangerous
existing
infrastructure.
On
average,
full
MSP
upgrades
average
$6,500
(an
estimated
⅔
of
upgrades),
and
minor
upgrades
average
$680.
Over the proposed contract term, July 15, 2025 – December 31, 2028, $100,000 will be allocated
to
provide
a
total
of
15 additional
electrical
upgrades
for
Richmond
residents
enrolled
in
GRID’s
TCC
or
DAC-SASH
programs.
Electrical Vehicle (EV) Charging Since the inception of ECIA funding for Electric Vehicle Supply Equipment(EVSE), GRID BA has installed
54 electric
vehicle(EV)
chargers
for
Richmond
households.
Each
household
that
has
received
this
service
has
obtained
reliable
access
to
home
charging,
making
EV
adoption
a
safer
choice
and
easier
lifestyle
change.
Home
charging
also
has
the
unique
advantage
of
fuel
cost
savings,
as
residents
are
fueling
their
vehicle
with
CARE-FERA
discounted
electricity,
as
opposed
to
the
market-rates
offered
at
public
charging
stations.
In this proposed extension, GRID BA will continue installations of EV chargers for 10 Richmond homes.
This
will
be
coordinated
with
clean
mobility
education
and
providing
opportunities
for
residents
to
leverage
EV
incentives,
ensuring
help
with
deploying
clean
transportation
alternatives
and
providing
additional
cost
savings.
Summary of Costs and Funding Matches
ECIA Project Budget, 2025-2028 Solar Installs 25 $165,000 Solar Roof Retrofit Program 21 $316,000* Electrical (MSP) Upgrades
15 $100,000*
EV Charging 10 $35,000 Admin Costs 71 $84,000
Total - $700,000 * Roof Retrofit and MSP upgrade budgets are based on our estimates of the frequency with which these improvements
are
likely
to
be
needed
by
income-qualified
homeowners.
These
needs
may
shift
as
specific
projects
have
not
yet
been
determined.
GRID
BA
reserves
the
right
to
reallocate
funding
between
these
two
pools
to
direct
money
to
projects
where
funding
can
have
the
greatest
impact.
GRID BA supplements ECIA program funding both through fundraising efforts as a registered 501(c)(3)
nonprofit
and
through
leveraging
state
and
local
rebates
intended
to
encourage
the
deployment
of
renewable
energy
in
low-income
communities.
These
rebates
include
the
Disadvantaged
Community
DAC -SASH
program
administered
by
the
California
Public
Utilities
Commission.
Estimated Total Number of Projects
Estimated Total Projects per Year
Estimated Total Expected Permit Fees
Estimated City of Richmond Cost per Unit
Estimated Total Leveraged Dollars
Estimated Total Richmond ECIA Contribution
Estimated Total Benefit to Richmond Residents
Budget
Solar Installs
25 8 $12,125 $6,600 $218,900 $165,000 $701,688
$616,000
Solar Roof Retrofit Program
21 7 $11,760 $15,047 $105,000 $316,000 $257,400
Electrical (MSP) Upgrades
15 5 $6,750 $6,667 30,000 $100,000 $32,530
EV Charging
10 3 $3,800 $3,500 - $35,000 $35,000
Admin Costs
71 24 - $1,183 - $84,000 - $84,000
TOTAL 142 47 $34,435 $32,997 $353,900 $700,000 1,026,618 $700,000
Summary of GRID Alternatives Bay Area Services ● Recruit, enroll and qualify homeowners for solar, roof repairs, EV charging, and main service
panel
upgrades
as
appropriate
● Provide education on energy efficiency and conservation, basics of solar and system maintenance,
and
information
about
EV
rebates
to
all
recipients
of
GRID
solar
systems
● Design and install solar systems, including pre-installation site visits to ensure solar suitability
of
homes
● Design plans and install EV charger, including pre-installation site visits to ensure EV charging
suitability
of
homes
● Refer all clients with sub-standard roof to information about the subsidized solar roof program
● Obtain building permits, procure all equipment for solar and EV charging ● Coordinate with subcontractors in partnership with homeowners to upgrade main service panel
as
appropriate
● Prepare and submit funding and utility interconnection paperwork ● Provide clients with standard industry warranty on both labor and equipment ● Refer clients to energy efficiency programs and other available resources (e.g., PG&E Energy
Assistance
Program,
Rising
Sun,
Quality
Conservation
services,
etc.)
● Pay all up-front costs of solar installation, subsidized roof program costs, main service panel
upgrades
and,
layer
major
funding
sources
when
available
to
offset
costs
and
prepare
project
invoices
to
submit
to
the
City
of
Richmond
for
remaining
project
costs
● Provide workforce development training through GRID’s IBT200 program (funded by TCC)
to
Richmond
residents,
including
paid
training
opportunities
on
the
solar
ECIA
funded
solar
projects
when
possible.
Summary of City of Richmond Services ● Designate staff to assist in client recruitment related activities such as hosting city sponsored
events
for
prospective
and
selected
clients,
writing
city
sponsored
letters,
preparing
mailings
to
Richmond
residents,
coordinating
referrals
to
other
city
programs,
and
supporting
GRID
BA
in
reporting
and
program
administration
and
other
duties
as
needed
● Reimburse GRID BA based on monthly invoicing within 30 days of invoicing. ● Provide administrative and outreach funding at $2,800 per project to cover indirect project
procurement
expenses
incurred
by
GRID
BA
to
complete
this
program
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, photocopying, 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.
a. 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.
b. 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.
4. 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; or (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
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________
5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:
Attn:
Email: ________________________________________________ Contract No: ________ For the Contract between the City of Richmond and
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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 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, Contract No: ________ For the Contract between the City of Richmond and
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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 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.
Contract No: ________ For the Contract between the City of Richmond and
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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.
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 Contract No: ________ For the Contract between the City of Richmond and
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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 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 Contract No: ________ For the Contract between the City of Richmond and
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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 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 Contract No: ________ For the Contract between the City of Richmond and
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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, 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.
Contract No: ________ For the Contract between the City of Richmond and
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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 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 Contract No: ________ For the Contract between the City of Richmond and
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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 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, Contract No: ________ For the Contract between the City of Richmond and
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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 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
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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”):
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT F
INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.
1. CERTIFICATES: 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 coverage requirements set forth by the City and incorporated herein.
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 set forth in Exhibit C 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.
2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):
Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Contract No: ________ For the Contract between the City of Richmond and
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The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.
3. 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.
4. 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.
INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Contract No: ________ For the Contract between the City of Richmond and
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EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (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.
Printed Name: Title:
Signed: Date:
Business Entity: