Attachment 1 - Executed Original Contract.pdf — Richmond City Council, May 26, 2026

DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E

CITY OF RICHMOND

STANDARD CONTRACT
Department: Pubic Works Project Manager: Daniel Chavarria Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 620-5478
PR No: Vendor No: 7794 P.O./Contract No: 16566
Description of Services:

Wiss, Janney, Elstner Associates. Inc. (WJE) will provide architectural and structural consulting services for evaluation and stabilization of certain buildings at Winehaven and Shipyard No. 3 Historic Districts.

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

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

Company Name: Wiss, Janney, Elstner Associates. Inc. (WJE) Street Address: 2000 Powell Street, Suite 1650
City, State, Zip Code: Emeryville, California, 94608
Contact Person: • William Nugent, President & CEO
Telephone: (510) 428-2907 Email: [email protected]
Business License No: 4003-1478 / Expiration Date: December 31, 2023 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 May 24, 2023 and it terminates June 30, 2024 unless terminated as provided herein.

Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 247,000 . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

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

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

DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E

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

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

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

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

CITY OF RICHMOND CONTRACTOR:
a municipal corporation
- DocuSigned by: Wiss, Janney, Elstner Associates. Inc. (WJE) By: Eduardo Martines
-086C427628CC481... (* The Corporation Chairperson of the Board President focise dogesident should sign below)
Title: Mayor By: William Migent
-TAPSP354655P4B6...

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

Date Signed: 6/8/2023
- DocuSigned by:

By: Pamela Christian
City Clerk 43874430...
(* The Corporation Chief Financial Officer,
Secretary cushiatnt Secretary should sign below)
Approved as to form: Steplen Safranck
—Docusigned by: By: L512ĐA674801468...

Shannon Moore General Counsel and secretary
By: Title:

City Attorney 5AB43C...

Date Signed: /8/2023
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E For the Contract between the City of
Richmond and
Wiss, Janney, Elstner Associates. Inc. (WJE)

EXHIBIT A

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

See attached proposal provided by WJE dated May 30, 2023 for specifics.

DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Wiss, Janney, Elstner Associates, Inc.

WJE 2000 Powell Street, Suite 1650
Emeryville, California 94608
510.428.2907 tel
www.wje.com
May 30, 2023
Mr. Craig K. Murray, SR/WA
evelopment Project Manager
ity of Richmon
450 Civic Center Plaza
P.O. Box 4046
Richmond, CA 94804-1630
Historic Resource Stabilization - City of Richmond, CA
Point Molate and the Cafeteria at Shipyard Number Three WJE No. 2022.7498
Dear Mr. Murray:

Wiss, Janney, Elstner Associates, Inc. (WJE) is pleased to submit this proposal to the City of Richmond (City) to provide architectural and structural consulting services for evaluation and stabilization of the buildings at two sites in the City of Richmond.

Background
Point Molate
The project area at the Point Molate site contains 28 cottages, a Winemaster's House, a Fire Station, and several other warehouses and ancillary buildings. The buildings were originally constructed in multiple periods between 1910 and 1919, with some buildings including more recent additions and modifications.

The buildings are contributing resources located within the larger Winehaven Historic District. The smaller buildings are typically constructed of wood framed walls and roofs with concrete foundations. The building enclosure of the cottages and Winemaster's House include stucco and painted wood siding, composite shingle roofing and wood gutters. There may be wood shingles under the stucco. The Fire Station enclosure is constructed of corrugated metal siding, composite shingle, and low-slope built-up roofing. Some of the other buildings are constructed with steel frames, reinforced and unreinforced concrete, brick veneer and multi-wythe brick masonry, and wood framed roofs with low-slope built-up roofing. The Fire Station is currently leased, while the other buildings have been vacant since the Navy's departure in 1995. We understand the City of Richmond is responsible for maintaining the buildings.

The Cafeteria Building at Shipyard Number Three
The Cafeteria Building was constructed at Richmond Shipyard Number Three in 1943 and is a contributing resource within the Richmond Shipyard Number Three Historic District. Available original construction documents indicate that the building's use and floor plan were revised multiple times, unlike most of the other buildings at the shipyard. The one-story wood-framed building is clad with painted wood siding and has gravel-surfaced bituminous low-slope roofing.

Page 2 ends

maintaining the Cafeteria building and has a larger goal of rehabilitating and adaptively reusing the building.

Project Objectives
Except for the Fire Station, the buildings at both sites are vacant and their building enclosure materials are generally deteriorated and are damaged in numerous locations, allowing water and animal intrusion and continued deterioration of historic materials. The overall goals of this project are as follows:

Investigation
• Assess the condition of the buildings at the two sites, focusing on their structure and building enclosures.

Determine what temporary shoring, structural, and enclosure repairs are recommended to mitigate the further deterioration of these buildings for a period of approximately five years (or possibly longer for the Cafeteria)
• Outline discrete phases for the work to be performed.

Construction Documents
• Design the recommended repairs and prepare Construction Documents suitable for obtaining construction permits and then publicly bidding the project phases.

Bid and Construction Period Services
• Assist in the bid process and selection of contractors. • Perform construction administration and observation during the installation of the repairs to stabilize the buildings and mitigate further deterioration.

Phased Approach
The City has requested that WJE structure this proposal to phase the project, and to include flexibility to establish and revise our scope of services for future phases as the project progresses and evolves. A primary goal of this approach is to accelerate the schedule for the first phase, so that construction can begin on some of the highest priority items while further investigation of other conditions and buildings continues. The first phase will be followed by subsequent phases that continue to address conditions in a manner that will offer the greatest value in stabilizing the buildings and protecting them from further deterioration and damage. For each subsequent phase, WJE will submit a scope of consulting services and a proposed budget to be reviewed and approved by the City Council before proceeding.

Phase 1: Cottage Reroofing
Through discussions with the City, we have determined that the first phase will include reroofing some of the cottages. Replacing these roofs is reportedly a high priority, and there is an economy of scale due to significant similarities between the building roofs. To expedite the work, our preliminary phase 1 investigation of the cottages will be limited to the minimum level of detail necessary to prepare construction documents that can be bid among multiple contractors. This approach introduces uncertainty into the design documents, which we will address using unit prices, allowances, and contingencies.

DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Mr. Craig K. Murray, SR/WA
WJE City of Richmond
May 30, 2023
Page:

Subsequent Phases
As the phase 1 design work approaches completion, we will continue with additional preliminary investigation in preparation for developing a stabilization scope for a second phase. Based on reported conditions at the buildings, we anticipate that the second phase of the project may include reroofing buildings 1, 6 and/or 10. Depending on the City's construction funding, we would design roof replacements for some or all of these buildings, and prepare Construction Documents.

After the most severely deteriorated roofs at Point Molate have been replaced, subsequent stabilization phases would include similar, preliminary investigations of other conditions at the properties, including structural and building enclosure conditions at the cottages, as well as the other buildings at Point Molate, and the Cafeteria building at Shipyard Number Three. We will utilize information obtained during earlier phases to inform and prioritize the work on subsequent phases. The specific details of all phases after the first phase will be established later, as the project progresses.

Scope of Services
The scope of services described below applies generally to the buildings and systems included in each project phase, and will be modified and adapted for the subsequent phases to meet the City's goals as they develop throughout the larger project. Our scope will focus on the buildings' primary structural and building enclosure elements.

WE proposes to provide the following general scope of services for each building and system, phased throughout the project. A scope of consulting services and a proposed budget will be submitted by WJE and approved by the City Council for each subsequent phase.

Investigation

1. Visit the project site to investigate, observe and document the condition of the exterior and interior of each building included in the particular project phase to identify deterioration of the specific primary structural and enclosure components that appear likely to lead to significant loss of integrity over the next five years. If attic or crawlspace hatches are present, we will make observations within the attic and crawlspace from the hatch openings and any readily accessible areas. We may recommend further investigation of areas that are inaccessible during our site visits or that may require safety upgrades to access.

2. Prepare a scope of work outline, and/or a conditions report with conceptual recommendations. a. Scope of Work Outline: For the first phase, and other early phases where the scope of work will include the highest priority items that obviously require repair or replacement, this document will summarize the proposed scope of work in outline format so that it can be reviewed, adjusted, and approved by the City for inclusion in the design. The document may include simple choices or options, but will not include significant discussion, comparisons, cost estimating, or other detail. b. Conditions Report: As the larger project progresses, and the highest priority items are addressed, the task of prioritizing the medium-priority stabilization and repair items will require more analysis and decision making. Where appropriate at later phases, we will include a scope of work outline, as described above, and additional discussion of conditions, comparisons of relative advantages DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Mr. Craig K. Murray, SR/WA
WJE City of Richmond
May 30, 2023

Page 4 ends

and disadvantages of approaches or repairs, and more detailed recommendations, to assist the City with prioritizing, decision making, planning, and phasing the work.

3. Meet with the City to review and discuss the scope of work, revise or adjust the scope if necessary, and establish a final approved scope of work to include in the design for the project phase. The final scope of construction work for each phase will be approved by the City Council.

Construction Documents

1. Perform additional site visits) to the project site to collect detailed documentation and measurements to inform the design of stabilization repairs and preparation of Construction Documents.

2. Prepare a set of Construction Documents for each project phase. The Construction Documents will incorporate Division 1 specification sections provided by the City and modified to suit the project by WJE, technical specification sections, and repair drawings. The Construction Documents will be at a sufficient level of detail to obtain construction permits and to publicly bid the work to contractors, and will include unit prices, allowances, contingencies, and alternates, as required, to accommodate the project approach described in the previous sections. Documents produced during phase 1, such as the Division 1 specification sections, will be adapted and reused for subsequent phases where feasible.

3. Provide additional consulting services for correspondence or meetings to discuss the stabilization design and Construction Documents with the City and other relevant parties.

Bidding

1. Attend a bid walk with prospective bidders to review the project scope.

2. Respond to requests for information (RFls) from prospective bidders and issue addenda if required to clarify the project scope.

3. Attend a teleconference to assist the City in reviewing the contractor bids and selecting a contractor to perform the work.

Construction Period
WJE will provide the following services, as requested by the City, to assist the City with evaluating the Contractor's work during the Construction Period:

1. Respond to contractor requests for information (RFls).

2. Review submittals.

3. Attend pre-construction and other meetings.

4. Perform site visits to observe mock-ups, and in-progress or completed work.

5. Produce site visit reports to summarize our observations and recommendations.

Assumptions and Clarifications
This proposal is based on the following assumptions and clarifications:
• The City will provide all existing information about hazardous materials known or suspected to exist on the two sites. The City will engage a Certified Industrial Hygienist to test materials and provide DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Mr. Craig K. Murray, SR/WA
WJE City of Richmond
May 30, 2023

Page 5 ends

specifications for the handling and disposal of hazardous materials known or suspected at the site that could be affected by the proposed investigation or stabilization work. • The City will provide all available drawings of the sites and buildings for our use in preparing field sheets for our investigation and for preparing repair drawings. We do not know whether drawings of the Point Molate buildings are available. Our current understanding is that basic drawings of the • The City will provide access to all of the buildings' interiors and accessible crawlspaces and attics. • Where possible, the City will remove window and door protection to allow for examination of these elements. Where this is not possible, windows and doors that have been protected with plywood at the exterior will not be observed from the exterior.
• Our proposed scope of services does not include evaluation of risk from systems other than the structural and building enclosure systems described in our proposed scope of work. Our scope of services does not include evaluation of fire/water service, electrical, site safety, geotechnical hazards, biological hazards, or hazardous materials that are not affected by the proposed stabilization work. • Our proposed scope of services does not include a full assessment of components of the buildings to determine their historic significance. In general, we will assume that all existing elements of the buildings are potentially significant and will be included in the stabilization scope. Where we do identify components that are not historic, they may be treated differently. • Our proposed scope of services includes preparing limited drafted floor plans and elevation drawings-to the extent needed to convey the scope of repair work and to provide Construction Phase Services. We intend to utilize annotated photographs, tabular schedules, and unit price quantity allowances where possible to simplify the Construction Documents. Detailed plans and elevations, as would be produced for full building rehabilitations or as part of a HABS survey, are not included in our proposed scope of services.
• Our proposed scope does not include any cost estimating services. WJE can revise our proposal to include the services of a cost estimator, if requested
• At this early stage in the project, it is not possible to accurately estimate our fees for the construction phase of the project. We have provided a rough estimate based on our limited understanding of the overall scope of construction work, and numerous other assumptions. After the Construction Documents are complete and an approximate construction scope of work and schedule are established, WJE can revise or update our Construction Period Services scope and budget, if required. • The amount of effort that will be required to complete the subsequent phases after the first is not known at this early stage in the project. The preliminary budget proposed below is based on our current limited understanding of the condition of the buildings, and on our experience designing stabilization repairs for similar buildings. Due to the uncertainty associated with the overall project scope and phasing, the budget proposed is considered preliminary, and we will reevaluate, and recommend revisions to our budget, if necessary, as the project progresses, and the total scope and phasing is finalized
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Mr. Craig K. Murray, SR/WA
City of Richmond
WJE May 30, 2023

Page 6 ends

Schedule
We anticipate that we can complete the Investigation and Construction Documents for phase 1 (reroofing the cottages) in approximately 2 months from the notice to proceed.

Compensation
WJE proposes to provide the services described above on a time-and-expense basis, billed at our standard hourly rates in effect at the time services are provided. Based on our current understanding of the condition of the buildings and the anticipated amount of stabilization repair, we recommend a preliminary budget of $247,000. We will submit estimated budgets for individual phases, as they are developed throughout the project, and will not exceed the approved budget without your written approval. An approximate breakdown of our proposed budget for the first phase and our current hourly rates are provided in the following tables. Fees not expended in one phase will be allocated to subsequent phases. WJE does not represent that the total recommended preliminary budget stated above will be sufficient for WJE's consulting fees to complete the entire project, and WJE will submit scopes of additional services and proposed budgets for review and approval by the City Council, as needed to adjust our scope and budget throughout the project.

Task Budget
Phase 1: Investigation $11,000
Phase 1: Construction Documents $36,000
Phase 1: Bidding $10,000
Phase 1: Construction Period $60,000
Contingency or Subsequent Phases $130,000
Total: $247,000
Hourly Billing Rates
Principal $350.00
Associate Principal $300.00
Senior Associate $270.00
Associate IlI $240.00
Associate lI $200.00
Our services will be provided in accordance with the terms and conditions of a consultant agreement mutually agreed upon by WJE and the City. If services beyond those described in the scope of services above are requested, they will be performed as additional services, billed on a time and expense basis in addition to our approved budget.

DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Mr. Craig K. Murray, SR/WA
WJE City of Richmond
May 30, 2023

Page 7 ends

Closing
If this proposal is acceptable, please provide a consultant agreement for our review. Should you have any questions or require additional information, we would be happy to discuss this project further at your earliest convenience.

Sincerely,
WISS, JANNEY, ELSTNER ASSOCIATES, INC.

Haron Wein
California Licensed Architect: C-35656
Senior Associate
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E For the Contract between the City of
Richmond and
Wiss, Janney, Elstner Associates. Inc. (WJE)

EXHIBIT B

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

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY

MANAGER)

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

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

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

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Daniel Chavarria Department: Pubic Works PO Box 4046
Richmond, CA 94804-0046

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

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

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

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

DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E For the Contract between the City of
Richmond and
Wiss, Janney, Elstner Associates. Inc. (WJE)

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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

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

Daniel Chavarria
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-0046

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

Wiss, Janney, Elstner Associates. Inc. (WJE)
2000 Powell Street, Suite 1650
Emeryville, California, 94608
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E

EXHIBIT D

GENERAL CONDITIONS

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

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

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

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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

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

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

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

General Conditions/EJ/TE 01-19-11 2 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 3 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three 3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

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

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

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

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

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 4 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

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

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

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

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

General Conditions/EJ/TE 01-19-11 5 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E

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

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

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

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

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

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

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

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

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

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

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

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

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

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

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

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

21. Integration. This Contract constitutes the entire agreement between the oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist

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

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

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E City reserves the right to employ other Contractors in connection with the project.

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

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

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

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

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

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

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

General Conditions/EJ/TE 01-19-11 10 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

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

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

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

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

39. Performance and Final Acceptance.

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

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

General Conditions/EJ/TE 01-19-11 12 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

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

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

General Conditions/EJ/TE 01-19-11 13 of 13
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E For the Contract between the City of
Richmond and
Wiss, Janney, Elstner Associates. Inc. (WJE)

EXHIBIT E

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

None.

EXHIBIT F

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

DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E _ Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, accountants, etc. to the city of sechs, ond (iat), he city re, ures tale following Mi, insulace requirements and limits.
ommercial General Liability insurance, u
any loss under such insurance.

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

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

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:

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

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

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

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

5. Coveral and Separate Waiver of Subrogation for Workers" Compensation insurance.

6. Profession if required, rors & Omisions Lability insurance appropriate to the CONTRACTOR'S Required Coverage Minimum Limits
Statutory limits as required by the State of California including $1 million Employers Lating ion and Employers' Liability per accident, per employee for bodily injury or disease.

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

General Liability $2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general (primary and excess limits
combined)
olicy shall be endorsed to name the City of Richmond as an additiona insured per the conditions detailed below
Type 2 - Page 1 of 3
Revised: September 2011
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

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

Professional Liability or Errors & PROJECT COST REQUIRED LIMIT Omissions Liability - $0.- $1 million $1 million p/o.

Required for all professionals _$1 million = $5 millior $2 million p/o Over. $5 million $5 million p/o
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
the Sultants as may be required by
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage. "he City of Richmond, its officers, officials, employees, agents an olunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily njury, deaths and property damage or destruction arising in any respect lirectly or indirectly in the performance of this contract ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations overage. If it does, then CG 20 37 (10/01) is also require AMPLE Endorsements can be found a
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Primary and Noncontributory "he contractor's insurance coverage must be primary coverage as it pertain:
o the City, its officers, officials, employees, agents and volunteers. An insurance or self insurance maintained by the City is wholly separate from he insurance of the contractor and in no way relieves the contractor from it esponsibility to provide insurance
Waiver of Subrogation Contractor's insurer will provide a Waiver of Subrogation in favor of the City Endorsement Form for Workers' Compensation Insurance during the life of this contract.

Deductibles and Self-Insured Any he dutie orelf in red retention teste deed a red a revel Retentions
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating :VII or Better. If the A.M. Best Rating falls below the required rating ONTRACTOR must replace coverage immediately and provide notice to City Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage's and cover those insured in the underlying policies Type 2 - Page 2 of 3
Revised: September 2011
DocuSign Envelope ID: FA39FA9A-D760-4796-BBD4-548A7632EECB DocuSign Envelope ID: A4D34C9D-7F48-44C3-A220-D9CE4D7D579E _ Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be 212222
years after completion of contract work.

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

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

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

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

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

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

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsement:
shall be mailed to the Designated Project Manager
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except fter thirty (30) days' prior written notice has been given to the City Reporting Requirements
Consistent with Public Policy
Type 2 - Page 3 of 3
Revised: September 2011

Richmond City CouncilMay 26, 2026

Richmond City Council
May 26, 2026