CITY OF RICHMOND STANDARD CONTRACT Department: Project Manager: Project Manager E-mail: Project Manager Phone No: PR No: Vendor No: P.O./Contract No: Description of Services: The parties to this STANDARD CONTRACT do mutually agree and promise as follows: 1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor: Company Name: Street Address: City, State, Zip Code: Contact Person: Telephone: Email: Business License No: / Expiration Date: A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:] 2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein. 3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager. 4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Community DevelopmentLina [email protected](510) 620-670616034 / 6683Just Cities, LLC will develop a Housing Equity Roadmap for the implementation of 6th Cycle Housing Element Meaningful Actions as specified in the Affirmatively Furthering Fair Housing (AFFH) appendix. Just Cities, LLC2150 Allston Way, Suite 340Berkeley, CA 94704Margaretta Lin(510) [email protected] 31, 2023September 12, 2023December 31, 2025150,000
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference. 7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note: other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.) 9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference. 10. Signatures. These signatures attest the parties' Contract hereto: CITY OF RICHMOND CONTRACTOR: a municipal corporation By: (* The Corporation Chairperson of the Board, President or Vice President should sign below) Title: By: I hereby certify that this Contract Title: has been approved by City Council. Date Signed: By: City Clerk (* The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign below) Approved as to form: By: By: Title: City Attorney Date Signed: (NOTE: Pursuant to California Corporations Code Section 313, if Contractor is a corporation or nonprofit organization, this Contract (1) must be signed by (a) the Chairperson of the Board, President or Vice-President and (b) the Secretary any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. LIST OF ATTACHMENTS: Service Plan Exhibit A Payment Provisions Exhibit B Authorized Representatives and Notices Exhibit C General Conditions Exhibit D Special Conditions Exhibit E Insurance Provisions Exhibit F Standard Contract/EJ/TE 9-26-07 Just Cities, LLC
For the Contract between the City of Richmond and EXHIBIT A SERVICE PLAN Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below: Just Cities, LLC will complete the tasks within the budget and timeline outlined in the attached Scope of Work, dated August 9, 2023. Just Cities, LLC
For the Contract between the City of Richmond and EXHIBIT B PAYMENT PROVISIONS {PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER} 1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below. 2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request. 3. Contractor shall submit timely invoices to the following address: Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department: PO Box 4046 Richmond, CA 94804-0046 4. All invoices that are submitted by Contractor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized. 5. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest. 6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized. 7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.Lina Velasco Just Cities, LLC
Community DevelopmentLina Velasco
For the Contract between the City of Richmond and EXHIBIT C AUTHORIZED REPRESENTATIVES AND NOTICES 1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California. 1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows: City of Richmond Richmond, CA 94804-0046 1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Just Cities, LLC
Just Cities, LLCLina Velasco450 Civic Center PlazaMargaretta Lin 2150 Allston Way, Suite 340Berkeley, CA 94704 General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D GENERAL CONDITIONS 1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility. 2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract. 3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. 4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license. Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity. 5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government. If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice. 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.
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Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A. 7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City. Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government. Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law. Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor. City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract. 8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following: Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work. If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official. In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination. 9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions. 10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City. 11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver. 12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses. 14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year. 15. Indemnification. (a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors. Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party. (b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers. (c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract. The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance. (e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section 15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages. 16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone. 17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F. 18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract. 19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies. 20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee. Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture. 21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract. 22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney. 23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor. 24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project. 25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract. 26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party. 27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur. Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work. 28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service. No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
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29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties." 30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law. This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California. 31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor. 32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action. 33. Interpretation. This Contract shall be interpreted as if drafted by both parties. 34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping. 35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby. 36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor. 37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest. 39. Performance and Final Acceptance. Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract. 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.
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City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor. If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment. 40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
For the Contract between the City of Richmond and EXHIBIT E SPECIAL CONDITIONS The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable): Sanctuary City Contracting Ordinance (SCCO). The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G, prior to the execution of this Agreement. Just Cities, LLC For the Contract between the City of Richmond and EXHIBIT F INSURANCE PROVISIONS During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference. Just Cities, LLC ___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements - Type 2: Professional Services Type 2 – Page 1 of 3 Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability 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 coverage. 5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance. 6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.) Required Coverage Minimum Limits Workers’ Compensation and Employers’ LiabilityStatutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTORis self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and Self-Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at: http://www.ci.richmond.ca.us/index.aspx?nid=61.General Liability (primary and excess limits combined) $2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below. ___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements - Type 2: Professional Services Type 2 – Page 2 of 3 Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage. PROJECT COST REQUIRED LIMIT$0 - $1 million $1 million p/o $1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors & Omissions Liability – Required for all professionals including architects, engineers, consultants, construction management, counselors, medical professionals, hospitals, clinics, attorneys and accountants, & other consultants as may be required by the City. Required Policy Conditions Additional Insured Endorsement Applicable to General Liability coverage. The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract. ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61.Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. Waiver of Subrogation Endorsement Form Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61.Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses. Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss. A. M. Best Rating A:VII or Better.If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City. 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. ___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements - Type 2: Professional Services Type 2 – Page 3 of 3 Revised: September 2011
Claims-Made Policies If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work. Subcontractors CONTRACTORshall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR,and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage. Verification of Coverage All original certificates and endorsements shall be received and approved by the City before work may begin.The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time. Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond. Insurance certificates and endorsements may be faxed to the Designated Project 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 endorsements shall be mailed to the Designated Project Manager. Cancellation CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City. Reporting Requirements Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. Consistent with Public Policy The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable. 06/07/2023Edgewood Partners Insurance Center3697 Mt. Diablo Blvd, Ste 100LafayetteCA94549-3745Michelle Molenburg(800) [email protected] Cities LLC2150 Allston WaySuite 340BerkeleyCA94704Great American Insurance Company16691Great American Alliance Insurance Company26832State Compensation Insurance Fund of CA2317512023/2024AYPAC396455006/18/202306/18/20241,000,0001,000,00020,0001,000,0002,000,0002,000,000APAC396455006/18/202306/18/20241,000,000B10,000UMB403657706/18/202306/18/20241,000,0001,000,000CY9297033-202304/27/202304/27/20241,000,0001,000,0001,000,000AProfessional LiabilityPAC396455006/18/202306/18/2024Each Act1,000,000Aggregate2,000,000The City of Richmond, its officers, officials, employees, agents and volunteers are included as additional insured if required by contract and per form CG877011/14 attached to the general liability policy. Primary & non-contributory applies per referenced form.City of Richmond450 Civic Center PlazaRichmondCA94804 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGEINSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONEINSUREDREVISION NUMBER:CERTIFICATE NUMBER:COVERAGESIMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:(Per accident)(Ea accident)$$N / ASUBRWVDADDLINSDTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.$$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMITAUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITYY / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPERLIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)EXCESS LIABUMBRELLA LIAB$EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDEDRETENTION$ $PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATIONAUTHORIZED REPRESENTATIVEACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.CERTIFICATE HOLDERThe ACORD name and logo are registered marks of ACORD
HIREDAUTOS ONLY
DocID #34720v1
CITY OF RICHMOND CONTRACT AMENDMENT The parties to this Contract Amendment do mutually agree and promise as follows: 1. Parties. The parties to this Contract Amendment are the City of Richmond, a public body corporate and politic, 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. Purpose. This Contract Amendment is being entered into to amend the following Contract between City and Contractor (list terms in effect on the date of initial Contract approval): City Council Approval Date/City Manager Execution Date: ____________________________ Effective Date: ___________________; Termination Date: ____________________________ Payment Limit: ___________________. [check box if applicable] The Contract was previously amended, as described in the amendment history attached to this Contract Amendment, and the terms and conditions of any amendments shall be deemed to be a part of the Contract. 3. Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Contract, including any amendments thereto, which are unaffected by this Contract Amendment, and which shall remain in full force and effect.
Department: City Project Manager:City Project Manager E-mail: City Project Manager Phone No:Vendor No: Contract No:Description of Services: Amendment No. ___ modifies the (check all that apply): Term Payment Limit Service Plan Complete the Amendment History page if this Amendment is the 2ndor subsequent amendment.
DocID #34720v1 Modified January 14, 2025
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisionsattached hereto, which are incorporated herein by reference, and which control over any conflictingprovisions of the Contract.5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section7.04.030, the Contractor must maintain its City of Richmond business license for this ContractAmendment to be deemed to be in effect.6. Insurance Coverage Updated and Maintained. Pursuant to the Contract, the Contractor shallprovide the City with updated insurance certificates, and the Contractor shall maintain insurancecoverage, for this Contract Amendment to be deemed to be in effect.7. Authority; Counterparts; Signatures. Each of the signatories hereto represents and warrants thathe or she has the authority to execute this Contract Amendment for the Party on whose behalf heor she is executing this Contract Amendment. This Contract Amendment may be executed in oneor more counterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument. The Parties may rely on electronic or scanned signaturesas originals. Delivery of an executed signature page of this Contract Amendment by electronicformat (including pdf) shall be the same as delivery of an original executed signature page.CITY OF RICHMOND, a municipal corporation By: ________________________________ Title: ______________________________ Date Signed: ________________________ I hereby certify that this Amendment has been approved by the City Council or executed by the City Manager. By: _______________________________ City Clerk Approved as to form: By: _______________________________ City Attorney [CONTRACTOR NAME] (*If applicable, the Corporation Chairperson of the Board, President, or Vice-President should sign below.) By: ____________________________________ Title: __________________________________ Date Signed: ____________________________ (*If applicable, the Corporation Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant Secretary should sign below.) By: ___________________________________ Title: __________________________________ *(NOTE: Pursuant to California Corporations Code Section 313, if Contractor is a corporation or nonprofit organization, this Contract (1) should be signed by the Chairperson of the Board, President or Vice-President and the Chief Financial Officer or Assistant Treasurer, or Secretary or Assistant Secretary; (2) should have both signatures conform to designated representative groups pursuant to Corporations Code Section 313.)
DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (AMENDMENT HISTORY) If no prior amendments, skip to next page. The firstContract Amendment was approved by City Council or executed by the City Manager on______________________ for one or more of the following provisions (check those that apply): Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________ Term Amendment (insert new termination date):________________________ Service Plan The second Contract Amendment was approved by City Council or executed by the City Manager on _________________________ for one or more of the following provisions (check those that apply): Increased contract payment limit by $_________________for a payment limit not to exceed $ _________________ Term Amendment (insert new termination date): ________________________ Service Plan The third Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply): Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________ Term Amendment (insert new termination date): ________________________ Service Plan The fourth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply): Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________ Term Amendment (insert new termination date): ________________________ Service Plan The fifth Contract Amendment was approved by City Council or executed by the City Manager on ________________________ for one or more of the following provisions (check those that apply): Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________ Term Amendment (insert new termination date): ________________________ Service Plan The sixth Contract Amendment was approved by City Council or executed by the City Manager on _______________________ for one or more of the following provisions (check those that apply): Increased contract payment limit by $_________________ for a payment limit not to exceed $ _________________ Term Amendment (insert new termination date): ________________________ Service Plan DocID #34720v1 Modified January 14, 2025
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND/OR SERVICE PLAN) Check all that apply: TERM PAYMENT LIMIT SERVICE PLAN Paragraph 2 (Term) of the Contract is hereby amended to extend the Contract term. Paragraph 2 of the Contract is amended to read as follows: "2. Term. The effective date of this Contract is ________________________________________________________(Insert Contract Effective Date) and it terminates ___________________________________________________. (Insert new Contract termination date) unless sooner terminated as provided herein." Paragraph 3 (Payment Limit) of the Contract is hereby amended to increase the payment limit by $. Paragraph 3 of the Contract is amended to read as follows: "3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ including expenses." “The City shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Council or executed by the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.” The Service Plan (Exhibit A) of the Contract is hereby amended to include the following tasks and/or services: (Insert description of additional tasks/services. Use additional pages if necessary.) ___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements - Type 2: Professional Services Type 2 – Page 1 of 3 Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors.Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability 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 coverage. 5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance. 6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.) Required Coverage Minimum Limits Workers’ Compensation and Employers’ LiabilityStatutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTORis self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and Self-Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at: http://www.ci.richmond.ca.us/index.aspx?nid=61.General Liability (primary and excess limits combined) $2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below. ___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements - Type 2: Professional Services Type 2 – Page 2 of 3 Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage. PROJECT COST REQUIRED LIMIT$0 - $1 million $1 million p/o $1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors & Omissions Liability – Required for all professionals including architects, engineers, consultants, construction management, counselors, medical professionals, hospitals, clinics, attorneys and accountants, & other consultants as may be required by the City. Required Policy Conditions Additional Insured Endorsement Applicable to General Liability coverage. The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract. ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61.Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. Waiver of Subrogation Endorsement Form Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61.Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses. Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss. A. M. Best Rating A:VII or Better.If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City. 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. ___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements - Type 2: Professional Services Type 2 – Page 3 of 3 Revised: September 2011
Claims-Made Policies If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work. Subcontractors CONTRACTORshall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR,and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage. Verification of Coverage All original certificates and endorsements shall be received and approved by the City before work may begin.The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time. Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond. Insurance certificates and endorsements may be faxed to the Designated Project 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 endorsements shall be mailed to the Designated Project Manager. Cancellation CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City. Reporting Requirements Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. Consistent with Public Policy The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGEINSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONEINSUREDREVISION NUMBER:CERTIFICATE NUMBER:COVERAGESIMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:(Per accident)(Ea accident)$$N / ASUBRWVDADDLINSDTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.$$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMITAUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITYY / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPERLIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)EXCESS LIABUMBRELLA LIAB$EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDED RETENTION $$PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADE OCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATIONAUTHORIZED REPRESENTATIVEACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.CERTIFICATE HOLDERThe ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY$$
CG 8 9 7 0 (Ed. 11/14) (Page 1 o f 12)
CG 8 9 7 0 (Ed. 11/14)THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENTThis Endorsement modifies and is subject to the insurance provided under the following form:COMMERCIAL GENERAL LIABILITY COVERAGE PARTThe following extension only applies in the event that no other specific coverage f o r the indicated lossexposure is provided under this Policy. If other specific coverage applies, the terms, conditions andlimits o f that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted inthis Endorsement. This is a summary o f the various additional coverages and coverage modificationsprovided by this Endorsement. For complete details on specific coverages, consult the actual policywording.Coverage Description Limit of Insurance PageNon-Owned Aircraft Included 2Non-Owned Watercraft Included 2Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Included 3Medical Payments $ 20,000 3Damage to Premises Rented to You $ 1,000,000 3Supplementary Payments - Bail Bonds $ 3,000 4Supplementary Payments - Loss o f Earnings $ 1,000 per day 4Newly Formed or Acquired Organizations Included 4Unintentional Failure to Disclose Hazards Included 5Knowledge o f Occurrence, Claim or Suit Included 5Property Damage Liability - Elevators Included 5Property Damage Liability - Borrowed Equipment Included 5Liberalization Clause Included 6Amendment o f Pollution Exclusion (Premises) Included 6Limited Property Damage to Property o f Others $ 5,000 6Additional Insured - Manager or Lessor o f Premises Included 7 CG 8 9 7 0 (Ed. 11/14) (Page 2 o f 12)
Coverage Description Limit of Insurance PageAdditional Insured - Funding Sources Included 7Additional Insured - By Contract Included 8Primary and Non-Contributory Additional Insured Extension Included 1 0Additional Insureds - Protection o f Your Limits Included 1 0Blanket Waiver o f Transfer o f Rights o f Recovery Against Others Includedto Us (Subrogation) 1 1Property Damage Extension With Voluntary Payments $ 1,000/$ 5,000 1 1Who Is An Insured - Fellow Employee Extension - Management IncludedEmployees 1 2Broadened Personal and Advertising Injury Included 1 2A. Non-Owned AircraftUnder paragraph2. Exclusionso fSECTION I - COVERAGE A - Bodily Injury and PropertyDamage Liability, exclusiong. Aircraft,Auto or Watercraftdoes not apply to an aircraft provided:1.it is not owned by any insured;2.it is hired, chartered or loaned with a trained paid crew;3.the pilot in command holds a currently effective certificate, issued by the duly constitutedauthority o f the United States o f America or Canada, designating him or her a commercial orairline pilot; and4.it is not being used to carry persons or property f o r a charge.However, the insurance afforded by this provision does not apply if there is available to the Insuredother valid and collectible insurance, whether primary, excess (other than insurance written to applyspecifically in excess o f this Policy), contingent or on any other basis, that would also apply to theloss covered under this provision.B. Non-Owned WatercraftUnder paragraph2. Exclusionso fSECTION I - COVERAGE A - Bodily Injury and PropertyDamage Liability, subparagraph(2)o f exclusiong. Aircraft,Auto or Watercraftis replaced by thefollowing:This exclusion does not apply to:(2)A watercraft you do not own that is:(a)less than 6 0 feet long; and CG 8 9 7 0 (Ed. 11/14) (Page 3 o f 12)
(b)not being used to carry persons or property f o r a charge.C. Bodily Injury - Mental Injury, Mental Anguish, Humiliation or ShockUnderSECTION V - DEFINITIONS, Definition3.is replaced by the following:3. "Bodily Injury"means physical injury, sickness, or disease, including death o f a person. "BodilyInjury" also means mental injury, mental anguish, humiliation, or shock if directly resulting fromphysical injury, sickness, or disease to that person.D. Medical PaymentsIfCoverage C Medical Paymentsis not otherwise excluded, the Medical Payments provided bythis Policy are amended as follows:The Medical Expense Limit in paragraph7.o fSECTION III - LIMITS OF INSURANCEis replaced bythe following Medical expense Limit:The Medical Expense Limit provided by this Policy shall be the greater of:a.$ 20,000; orb.the amount shown in the Declarations f o r Medical Expense LimitThis provision7.is subject to all the terms o fSECTION III - LIMITS OF INSURANCE.E. Damage to Premises Rented to YouIf Damage to Premises Rented to You is not otherwise excluded f rom this Coverage Part:1.Under paragraph2. Exclusionso fSECTION I - COVERAGE A - Bodily Injury and PropertyDamage Liability:3.The last paragraph o f paragraph2. Exclusionsis deleted in its entirety and replaced by thefollowing:Exclusionsc.throughn.do not apply to damage by fire, lightning, explosion, smoke,leakage f rom an automatic fire protection system or water to premises while rented to youor temporarily occupied by you with permission o f the owner. A separate Limit o fInsurance applies to this coverage as described inSECTION III - LIMITS OF INSURANCE.However, this insurance does not apply to damage to premises while rented to you, ortemporarily occupied by you with the permission o f the owner, caused by:i.rupture, bursting, or operation o f pressure relief devices;ii.rupture or bursting due to expansion or swelling o f the contents o f any building orstructure, caused by or resulting f rom water;iii.explosion o f steam boilers, steam pipes, steam engines, or steam turbines; oriv.flood2.Paragraph6.UnderSECTION III - LIMITS OF INSURANCEis deleted in its entirety andreplaced with the following:
CG 8 9 7 0 (Ed. 11/14) (Page 4 o f 12)
6.Subject to paragraph5.above, the most we will pay underCoverage Af o r damagesbecause o f "property damage" to any one premises, while rented to you, or in the case o fdamage caused by fire, lightning, explosion, smoke, leakage f rom automatic fire protectionsystem or water while rented to you or temporarily occupied by you with the permissiono f the owner, f o r all such damage caused by fire, lightning, explosion, smoke, leakage f romautomatic fire protection systems or water proximately caused by the same event, whethersuch damage results f rom fire, lightning, explosion, smoke, leakage f rom automatic fireprotection systems or water or any combination o f the six, is the higher o f $1,000,000orthe amount shown in the Declarations f o r the Damage to Premises Rented to You Limit.3.UnderSECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection4.OtherInsurance, paragraphb.Excess Insurance where the words "Fire insurance" appear they arechanged to "insurance f o r fire, lightning, explosion, smoke, leakage f rom an automatic fireprotection system or water."4.As regards coverage provided by this provisionI. Damage to Premises Rented to You-paragraph9.a.o fDefinitionsis replaced with the following:9. a.a contract f o r a lease o f premises. However, that portion o f the contract f o r a lease o fpremises that indemnifies any person or organization f o r damage by fire, lightning,explosion, smoke, leakage f rom automatic fire protection systems or water topremises while rented to you or temporarily occupied by you with the permission o fthe owner is not an "insured contract";F. Supplementary Payments1.In theSupplementary Payments - Coverages AandBprovision, paragraph1.b.is replacedwith:b.Up to$ 3,000f o r the cost o f bail bonds required because o f accidents or traffic lawviolations arising out o f the use o f any vehicle to which the Bodily Injury Liability Coverageapplies. We do not have to furnish these bonds.2.Paragraph1.d.is replaced by the following:d.All reasonable expenses incurred by the Insured at our request to assist us in theinvestigation or defense o f the claim or "suit," including actual loss o f earnings up to$1,000a day because o f time o f f work.G. Newly Formed or Acquired OrganizationsParagraph3.o fSECTION II - WHO IS AN INSUREDis replaced by the following:3.Any organization you newly acquire or f orm and over which you maintain ownership or majorityinterest, will qualify as a named insured if there is no other similar insurance available to thatorganization. However:a.coverage under this provision is afforded only until the expiration o f the policy period inwhich the entity was acquired or formed by you;b.coverageAdoes not apply to "bodily injury" or property damage that occurred before youacquired or formed the organization; andc.coverageBdoes not apply to "personal and advertising injury" arising out o f an offensecommitted before you acquired or formed the organization.
CG 8 9 7 0 (Ed. 11/14) (Page 5 o f 12)
d.records and descriptions o f operations must be maintained by the first named insured.No person or organization is an insured with respect to the conduct o f any current or pastpartnership, joint venture or limited liability company that is not shown as a named insured in theDeclarations or qualifies as an insured under this provision.H. Unintentional Failure to Disclose HazardsUnderSECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added toCondition6. Representations:Failure o f the Insured to disclose all hazards existing as o f the inception date o f this Policy shall notprejudice the insurance with respect to the coverage afforded by this Policy, provided such failureor omission is not intentional on the part o f the Insured.I. Knowledge of Occurrence, Claim or SuitUnderSECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added toCondition2. Duties in the Event of Occurrence,Offense,Claim or Suit:Knowledge o f any occurrence, claim, or suit by any agent, servant or employee o f the NamedInsured does not in itself constitute knowledge by the Insured unless notice o f such injury, claim orsuit shall have been received by:a.you, if you are an individual;b.a partner, if you are a partnershipc.an executive officer or insurance manager, if you are a corporation.J. Property Damage Liability - Elevators1.Under paragraph2. Exclusionso fSECTION I - COVERAGE A - Bodily Injury and PropertyDamage Liability, subparagraphs(3),(4)and(6)o f exclusionj. Damage to Propertydo notapply if such property damage results f rom the use o f elevators.2.The following is added toSECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS,Condition4. Other Insurance, paragraphb. Excess Insurance:The insurance afforded by this provision o f this Endorsement is excess over any propertyinsurance, whether primary, excess, contingent or on any other basis.K. Property Damage Liability - Borrowed Equipment1.Under paragraph2. Exclusionso fSECTION I - COVERAGE A - Bodily Injury and PropertyDamage Liability, subparagraph(4)o f exclusionj. Damage to Propertydoes not apply to"property damage" to borrowed equipment while not being used to perform operations at a jobsite.2.The following is added toSECTION IV - COMMERCIAL GENERAL LIABILITY Conditions,Condition4. Other Insurance, paragraphb. Excess Insurance:The insurance afforded by this provision o f this Endorsement is excess over any propertyinsurance, whether primary, excess, contingent or on any other basis.
CG 8 9 7 0 (Ed. 11/14) (Page 6 o f 12)
L. Liberalization ClauseIf we revise this Signature General Liability Broadening Endorsement to provide more coveragewithout additional premium charge, your policy will automatically provide the coverage as o f thedate the revision is effective in your state.M. Amendment of Pollution Exclusion (Premises)1.The following is added to paragraph(1)(a)o f Exclusionf.o fSECTION I - COVERAGE A -Bodily Injury and Property Damage Liability:(iv)"Bodily injury" or "property damage" arising out o f the actual discharge, dispersal, seepage,migration, release or escape o f "pollutants."As used in this Endorsement, the actual discharge, dispersal, seepage, migration, release orescape o f pollutants must:(aa)commence on a clearly identifiable day during the policy period; and(bb)end, in its entirety, within seventy-two (72) hours o f the commencement o f thedischarge, dispersal, seepage, migration, release or escape o f "pollutants"; and(cc)be discovered and reported to us within fifteen (15) days o f the clearly identifiable daythat the discharge, dispersal, seepage, migration, release or escape o f "pollutants"commences; and(dd)be neither expected nor intended f rom the standpoint o f any insured; and(ee)be unrelated to any previous discharge, dispersal, seepage, migration, release orescape; and(ff)not originate at or f rom a storage tank or other container, duct or piping which:a.is below the surface o f the ground or water; orb.at any time has been buried under the surface o f the ground or water and then issubsequently exposed.2.For the purposes o f this coverage, the following is added to the definition o f "propertydamage" o fSECTION V - DEFINITIONSand applies only as respects this coverage:Land or water, whether below ground level or not, is not tangible property.3.Coverage provided hereunder does not apply to any discharge, dispersal, seepage, migration,release or escape that is merely threatened or alleged rather than shown to have actuallyoccurred.N. Limited Property Damage to Property of OthersThe following is added underSECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES AandB:3.We will pay up to $ 5,000 f o r loss to personal property o f others while in the temporary care,custody or control o f an insured caused by any person participating in your organized activities.For the purpose o f this supplementary payment, loss shall mean damage or destruction butdoes not include mysterious disappearance or loss o f use. In the event o f a theft, a policereport must be filed. This supplementary payment does not apply if:a.coverage is otherwise provided by the Property Coverage part (if any) o f this Policy; or CG 8 9 7 0 (Ed. 11/14) (Page 7 o f 12)
b.the loss is covered by any other insurance you have or by any insurance o f such personwho causes such loss.These payments will not reduce the Limits o f Insurance.O. Additional Insured - Manager or Lessor of Premises1. SECTION II - WHO IS AN INSUREDis amended to include as an additional insured any personor organization f rom whom you lease or rent property and which requires you to add suchperson or organization as an additional insured on this Policy under:(a)a written contract; or(b)an oral agreement or contract where a Certificate o f Insurance showing that person ororganization as an additional insured has been issued;but the written or oral contract or agreement must be an "insured contract," and,(i)currently in effect or become effective during the term o f this Policy; and(ii)executed prior to the "bodily injury," "property damage," "personal and advertising injury."2.With respect to the insurance afforded to the Additional Insured identified in paragraph1.above, the following additional provisions apply:(a)This insurance applies only with respect to the liability arising out o f the ownership,maintenance or use o f that part o f the premises leased to you.(b)The Limits o f Insurance applicable to the Additional Insured are the lesser o f thosespecified in the written contract or agreement or in the Declarations f o r this Policy andsubject to all the terms, conditions and exclusions f o r this Policy. The Limits o f Insuranceapplicable to the Additional Insured are inclusive o f and not in addition to the Limits o fInsurance shown in the Declarations.(c)In no event shall the coverages or Limits o f Insurance in this Coverage Form be increasedby such contract.(d)Coverage provided herein is excess over any other valid and collectible insurance availableto the Additional Insured whether the other insurance is primary, excess, contingent or onany other basis unless a written contractual arrangement specifically requires this insuranceto be primary.(e)This insurance applies only to the extent permitted by law.3.This insurance does not apply to:(a)Any "occurrence" or offense which takes place after you cease to be a tenant in thatpremises.(b)Structural alterations, new construction or demolition operations performed by or on behalfo f the Additional Insured.P. Additional Insured - Funding Sources1. SECTION II - WHO IS AN INSUREDis amended to include as an additional insured any FundingSource which requires you in a written contract to name the Funding Source as an additionalinsured but only with respect to liability arising out of:
CG 8 9 7 0 (Ed. 11/14) (Page 8 o f 12)
a.your premises; orb."your work" f o r such additional insured; orc.acts or omissions o f such additional insured in connection with the general supervision o f"your work"and only to the extent set forth as follows:a.The Limits o f Insurance applicable to the Additional Insured are the lesser o f thosespecified in the written contract or agreement or in the Declarations f o r this Policy andsubject to all the terms, conditions and exclusions f o r this Policy. The Limits o f Insuranceapplicable to the Additional Insured are inclusive o f and not in addition to the Limits o fInsurance shown in the Declarations.b.The insurance afforded to the Additional Insured only applies to the extent permitted by lawc.If coverage provided to the Additional Insured is required by a contract or agreement, theinsurance afforded to such additional insured will not be broader than that which you arerequired by the contract or agreement to provide f o r such additional insured.d.In no event shall the coverages or Limits o f Insurance in this Coverage Form be increasedby such contract.Q. Additional Insureds - By Contract1. SECTION II - WHO IS AN INSUREDis amended to include as an insured any person ororganization whom you have agreed to add as an additional insured in a written contract, writtenagreement or permit. Such person or organization is an additional insured but only with respectto liability f o r "bodily injury," "property damage" or "personal and advertising injury" arising outof:a.your acts or omissions, or the acts or omissions o f those acting on your behalf, in theperformance o f your ongoing operations f o r the Additional Insured that are subject o f thewritten contract or written agreement provided that the "bodily injury" or "property damageoccurs, or the "personal and advertising injury" is committed, subsequent to the signing o fsuch written contract or written agreement; orb.the maintenance, operation or use by you o f equipment rented or leased to you by suchperson or organization; orc.the Additional Insureds financial control o f you; ord.operations performed by you or on your behalf f o r which the state or political subdivisionhas issued a permitHowever:1.the insurance afforded to such additional insured only applies to the extent permitted bylaw; and2.if coverage provided to the Additional Insured is required by contract or agreement, theinsurance afforded to such additional insured will not be broader than that which you arerequired by the contract or agreement to provide such additional insured.With respect to paragraph1.a.above, a person's or organization's status as an additional insuredunder this Endorsement ends when:
CG 8 9 7 0 (Ed. 11/14) (Page 9 o f 12)
(1)all work, including materials, parts or equipment furnished in connection with such work, onthe project (other than service, maintenance or repairs) to be performed f o r or on behalfo f the Additional Insured(s) at the location o f the covered operations has been completed;or(2)that portion o f "your work" out o f which the injury or damage arises has been put to itsintended use by any person or organization other than another contractor or subcontractorengaged in performing operations f o r a principal as a part o f the same project.With respect to paragraph1.b.above, this insurance does not apply to any "occurrence" whichtakes place after the equipment rental or lease agreement has expired or you have returnedsuch equipment to the lessor.The insurance provided by this Endorsement applies only if the written contract or writtenagreement is signed prior to the "bodily injury" or "property damage."We have no duty to defend an additional insured under this Endorsement until we receivewritten notice o f a "suit" by the Additional Insured as required in paragraphb.o f Condition2.Duties in the Event of Occurrence,Offense,Claim or SuitunderSECTION IV -COMMERCIAL GENERAL LIABILITY CONDITION.2.With respect to the insurance provided by this Endorsement, the following are added toparagraph2. ExclusionsunderSECTION I - COVERAGE A - Bodily Injury and PropertyDamage Liability:This insurance does not apply to:a."Bodily injury" or "property damage" that occurs prior to your commencing operations atthe location where such "bodily injury" or "property damage" occurs.b."Bodily injury," "property damage" or "personal and advertising injury" arising out o f therendering of, or failure to render, any professional architectural, engineering or surveyingservices, including:(1)the preparing, approving, or failing to prepare or approve, maps, shop drawings,opinions, reports, surveys, field orders, change orders or drawings and specifications;or(2)supervisory, inspection, architectural or engineering activities.This exclusion applies even if the claims against any insured allege negligence or otherwrongdoing in the supervision, hiring, employment, training or monitoring o f others by thatInsured, if the "occurrence" which caused the "bodily injury" or "property damage," or theoffense which caused the "personal and advertising injury," involved the rendering of, or failureto render, any professional architectural, engineering or surveying services.c."Bodily injury" or "property damage" occurring after:(1)all work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed f o ror on behalf o f the Additional Insured(s) at the location o f the covered operations hasbeen completed; or(2)that portion o f "your work" out o f which the injury or damage arises has been put to itsintended use by any person or organization other than another contractor orsubcontractor engaged in performing operations f o r a principal as a part o f the sameproject.
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d.Any person or organization specifically designated as an additional insured f o r ongoingoperations by a separate additional insured endorsement issued by us and made part o f thisPolicy.3.With respect to the insurance afforded to these Additional Insureds, the following is added toSECTION III - LIMITS OF INSURANCE:If coverage provided to the Additional Insured is required by a contract or agreement, the mostwe will pay on behalf o f the Additional Insured is the amount o f insurance:a.required by the contract or agreement; orb.available under the applicable Limits o f Insurance shown in the Declarations;whichever is less.This Endorsement shall not increase the applicable Limits o f Insurance shown in the Declarations.R. Primary and Non-Contributory Additional Insured ExtensionThis provision applies to any person or organization who qualifies as an additional insured under anyf orm or endorsement under this Policy.Condition4. Other Insuranceo fSECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONSis amended as follows:a.The following is added to paragrapha. Primary Insurance:This insurance is primary to and will not seek contribution f rom any other insurance available toan additional insured under your policy provided that:(1)the Additional Insured is a named insured under such other insurance; and(2)you have agreed in writing in a contract or agreement that this insurance would be primaryand would not seek contribution f rom any other insurance available to the AdditionalInsured.b.The following is added to paragraphb. Excess Insurance:When a written contract or written agreement, other than a premises lease, facilities rentalcontract or agreement, an equipment rental or lease contract or agreement or permit issued bya state or political subdivision between you and an additional insured does not require thisinsurance to be primary or primary and non-contributory, this insurance is excess over anyother insurance f o r which the Additional Insured is designated as a named insured.Regardless o f the written agreement between you and an additional insured, this insurance isexcess over any other insurance whether primary, excess, contingent or on any other basis f o rwhich the Additional Insured has been added as an additional insured on other policies.S. Additional Insureds - Protection of Your LimitsThis provision applies to any person or organization who qualifies as an additional insured under anyf orm or endorsement under this Policy.1.The following is added to Condition2. Duties in the Event of Occurrence,Offense,Claim orSuit:An additional insured under this Endorsement will as soon as practicable:
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a.give written notice o f an "occurrence" or an offense that may result in a claim or "suit"under this insurance to us;b.tender the defense and indemnity o f any claim or "suit" to all insurers whom also haveinsurance available to the Additional Insured; andc.agree to make available any other insurance which the Additional Insured has f o r a loss wecover under this Coverage Part.d.we have no duty to defend or indemnify an additional insured under this Endorsement untilwe receive written notice o f a "suit" by the Additional Insured.2.The Limits o f Insurance applicable to the Additional Insured are those specified in a writtencontract or written agreement or the Limits o f Insurance stated in the Declarations o f this Policyand defined inSECTION III - LIMITS OF INSURANCEo f this Policy, whichever are less. Theselimits are inclusive o f and not in addition to the Limits o f Insurance available under this Policy.T. Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation)UnderSECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added toCondition8. Transfer of Rights of Recovery Against Others to Us:If required by a written contract or written agreement, we waive any right o f recovery we mayhave against a person or organization because o f payment we make f o r injury or damage arising outo f your ongoing operations or "your work" done under a contract f o r that person or organizationand included in the "products-completed operations hazard" provided that the injury or damageoccurs subsequent to the execution o f the written contract or written agreement.U. Property Damage Extension with Voluntary Payments1.The following is added to paragraph1. Insuring Agreemento fSECTION I - COVERAGE A -Bodily Injury and Property Damage Liability:At your request we will pay f o r "loss" to property o f others caused by your businessoperations f o r which this Policy provides liability insurance. Such payment will be made withoutregard to your legal obligation to do so. The "loss" must occur during the policy period andmust take place in the "coverage territory."2.With respect to the coverage afforded under paragraph1.above, paragraph2. Exclusionso fSECTION I - COVERAGES A - Bodily Injury and Property Damage Liabilityis amended asfollows:Exclusionsj.(3),j.(4),j.(5)andj.(6)are deleted.3.As respects coverage afforded by this coverage,SECTION III - LIMITS OF INSURANCEisreplaced by the following:Regardless o f the number o f insureds, claims made or "suits" brought or persons ororganizations making claims or bring "suits":1.Subject to2.Below, the most we will pay f o r one or more "loss" arising out o f any one"occurrence" is$ 1,000.2.The aggregate amount we will pay f o r the sum o f all "loss" in an annual period is$ 5,000.This aggregate amount is part o f and not in addition to the General Aggregate Limitdescribed in paragraph2.o fSECTION III - LIMITS OF INSURANCE.
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V. Who Is an Insured - Fellow Employee Extension - Management Employees1.The following is added to paragraph2.a.(1)o fSECTION II - WHO IS AN INSURED:Paragraph(a)and(b)above do not apply to "bodily injury" or "personal and advertising injury"caused by an "employee" who is acting in a supervisory capacity f o r you. Supervisory capacityas used herein means the "employee's" job responsibilities assigned by you, including the directsupervision o f other "employee" o f yours. However, none o f these "employees" are insuredsf o r "bodily injury" or "personal and advertising injury" arising out o f their willful conduct, whichis defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertisinginjury," caused in whole or in part by their intoxication by liquor or controlled substances.This coverage is excess over any other valid and collectable insurance available to your"employee."W. Broadened Personal and Advertising Injury1.Unless "Personal and Advertising Injury" is excluded f rom this Policy, the following is added toSECTION V - DEFINITIONSItem14.:h.mental injury, mental anguish, humiliation, or shock, if directly resulting f rom Items14.a.through14.e.