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DocuSign Envelope ID: B0270A1E-B145-4A49-A8BB-628C12BA1205
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Manager:
Project Manager E-mail:
Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)
Term, Payment Limit and Service Plan
Payment Limit and Service Plan
Term and Service Plan
Service Plan
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, California, a municipal corporation (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. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
Finance Department
Antonio Banuelos
[email protected]
(510) 620-6741
11407
5656
Management Partners to assist in the implementation of Measure U Gross Receipts Tax ✔
1 Management Partners, Inc.
2107 North First Street, Suite 470
San Jose, CA 95131
Jerry Newfarmer
(513) 313-0503
[email protected]
40050842
✔
June 26, 2021
June 23, 2021
June 30, 2022
109,135.00
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amendment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line 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, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
Management Partners, Inc.
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)
1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
____________________________________________________________ (Insert original contract commencement date)
and it terminates
___________________________________________________.
(Insert new contract termination date)
unless sooner terminated as provided herein."
2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ . Paragraph 3 of the Original 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 of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of 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.”
3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
5656
1 Management Partners, Inc.
June 23, 2021
December 31, 2022
30,000.00
139,135.00
Management Partners shall provide on-call as needed services in the implementation of Measure U as authorized by the Finance Director.
Schedule of Fees & Charges:
Hourly Rates
Andy Belknap, Senior Vice President - $360
Steve Toler, Partner - $290
Christine Butterfield, Project Manager - $290
Bob Leland, Special Advisor - $270
David Jensen, Special Advisor - $270
Teri Cable, Senior Management Advisor – $220
Peer Reviewer/Analyst - $180
April 5, 2022
Finance Department
DATE: April 5, 2022
TO: Mayor Butt and Members of the City Council
FROM:
Delmy Cuellar, Acting Director of Finance
Subject:
Investment and cash balance report for the month of
February 2022
FINANCIAL IMPACT: None.
PREVIOUS COUNCIL
ACTION:
Click or tap here to enter text.
STATEMENT OF THE
ISSUE:
Staff is requesting that the City Council receive the City’s Investment and Cash Balance Report for the month of
February 2022.
RECOMMENDED ACTION:
RECEIVE the City’s Investment and Cash Balance
Report for the month of February 2022 – Finance
Department (Delmy Cuellar 510-620-6790).
DISCUSSION:
The Investment and Cash Balance Report is a monthly report of the City’s pooled cash balance. The Portfolio Management Report represents the monthly bank balances, along with market balances of permitted investments according to the City’s Investment Policy. Investment in the Local Agency Investment Fund (LAIF), money market, agency AGENDA
REPORT
April 5, 2022
bonds, certificates of deposits, and corporate notes are all allowable and permitted according to the FY2021-2022 Investment Policy.
In addition, per the City Council’s request during the FY2021-2022 mid-year budget review, an overtime analysis is provided in Attachments 2 and 3.
DOCUMENTS ATTACHED:
Attachment 1 – Investment and Cash Balance Report for February 2022 Attachment 2 – Overtime report for month of February 2022_All Departments Attachment 3 – Overtime report for month of February 2022_Public Safety
City of Richmond
Overtime by Department
FY 2021-22, February 67% Threshold
ORIGINAL TRANFRS REVISED AVAILABLE PCT
APPROP ADJSTMTS BUDGET YTD EXPENDED BUDGET USED
GENERAL FUND
Summary
400031 OVERTIME/General 1,050,794 177,787 1, 228,582 909, 377 319,946 74% 400032 OVERTIME/Sworn 8,794,531 - 8, 794,531 5, 815,176 2, 979,355 66% TOTAL GENERAL FUND 9, 845,326 177,787 10, 023,113 6,724,553 3, 299,301 67% By Department
12 COMMISSIONS
400031 OVERTIME/General - - 297 ( 297) - 13 CITY MANAGER
400031 OVERTIME/General - - - 14 CITY CLERK
400031 OVERTIME/General 20,000 20,000 18,451 1,549 1 14 CITY ATTORNEY
400031 OVERTIME/General - - (11) 11 - 16 PLANNING
400031 OVERTIME/General - - 734 ( 734) - 17 FINANCE
400031 OVERTIME/General 63,473 63,473 17,568 45,905 0 18 HUMAN RESOURCES
400031 OVERTIME/General - - 374 ( 374) - 19 POLICE
400031 OVERTIME/General 808,468 808, 468 630,336 178,133 1 400032 OVERTIME/Sworn 5,165,434 5,165,434 2,824,494 2, 340,940 1
Overtime by Department
FY 2021-22, February 67% Threshold
ORIGINAL TRANFRS REVISED AVAILABLE PCT
APPROP ADJSTMTS BUDGET YTD EXPENDED BUDGET USED
TOTAL POLICE 5,973,903 - 5, 973,903 3, 454,830 2, 519,073 1 20 FIRE
400031 OVERTIME/General - - - - 400032 OVERTIME/Sworn 3,629,097 3,629,097 2, 990,683 638,414 1 TOTAL FIRE 3, 629,097 - 3, 629,097 2, 990,683 638,414 1 23 INFRASTRUCTURE & MAINTENANCE OPS
400031 OVERTIME/General 146,943 175, 443 322,386 227,539 94,847 1 24 LIBRARY
400031 OVERTIME/General - - 456 ( 456) - 25 COMMUNITY SERVICES
400031 OVERTIME/General 9,000 2,344 11,344 13,625 (2 ,281) 1 26 INFORMATION TECHNOLOGY
400031 OVERTIME/General 2,910 2,910 - 2,910 - 36 ECOMOOONOMIC DEVELOPMENT PROGRAM - - - 400031 OVERTIME/General - - 7 (7) - TOTAL GENERAL FUND 9,845,326 177,787 10, 023,113 6,724,553 3, 298,560 1
NON-GENERAL FUND
By Fund
1012 HILLTOP LANDSCAPE MAINT DIST
400031 OVERTIME/General - - - 17,790 ( 17,790) 100% 1015 MARINA BAY LNDSCP & LIGHT DIST
400031 OVERTIME/General 25,299 - 25,299 9,554 15,745 38% 1018 RENT CONTROL
400031 OVERTIME/General - - - 708 ( 708) 100%
Overtime by Department
FY 2021-22, February 67% Threshold
ORIGINAL TRANFRS REVISED AVAILABLE PCT
APPROP ADJSTMTS BUDGET YTD EXPENDED BUDGET USED
1050 CR-PLANNING & BUILDING
400031 OVERTIME/General 9,500 - 9,500 - 9,500 0% 1055 ENCROACHMENT SVCS
400031 OVERTIME/General - 1,464 1,464 3,330 (1 ,866) 1205 EMPLOYMENT & TRAINING
400031 OVERTIME/General - - - 241 ( 241) #DIV/0! 1303 KIDS FIRST INITIATIVE
400031 OVERTIME/General - - - 522 ( 522) #DIV/0! 4003 WASTEWATER
400031 OVERTIME/General 8,100 - 8,100 790 7,310 10% 4006 STORMWATER
400031 OVERTIME/General - - - 16 (16) 100% 4404 RHA-NEVIN PLAZA
400031 OVERTIME/General - - - 23,863 ( 23,863) #DIV/0! 4405 RHA-NYSTROM VILLAGE
400031 OVERTIME/General - - - 77 (77) 100% 4501-RHA-CENTRAL OFFICE COST CENTER
400031 OVERTIME/General - - - 148 ( 148) TOTAL NON-GENERAL FUNDS 42,899 1,464 44,363 57,040 ( 12,677) 129%
City of Richmond
Public Safety Sworn Overtime
Fund: 0001 - General Fund
Period 1 2 3 4 5 6 7 8 9 10 11 12 Average
Month July August September October November December January February M arch April May June YTD YTD Remaining Monthly Target % 8% 17% 25% 33% 42% 50% 58% 67% 75% 83% 92% 100% Total $ Total % Budget Expense
ORIGINAL
BUDGET
REVISED
BUDGET
FY2014-15 Overtime - Sworn 3,785,000 4,870,000 418,539 310,828 411,518 387,930 362,156 457,306 306,802 413,622 495,119 474,497 374,031 472,889 4,885,236 100.3% (15,236) 407,103.04 FY2015-16 Overtime - Sworn 4,405,000 4,405,000 382,540 436,305 552,158 475,640 448,527 504,933 515,570 352,041 409,747 373,446 438,424 316,501 5,205,832 118.2% (800,832) 433,819.34 FY2016-17 Overtime - Sworn 3,169,000 3,169,000 313,703 373,243 423,224 469,661 339,483 327,177 348,075 361,458 349,723 365,735 425,407 563,317 4,660,206 147.1% (1,491,206) 388,350.51 FY2017-18 Overtime - Sworn 3,169,000 3,169,000 569,194 440,670 445,282 459,402 452,278 396,762 322,524 497,979 455,202 554,449 509,368 466,567 5,569,677 175.8% (2,400,677) 464,139.77 FY2018-19 Overtime - Sworn 3,433,019 3,433,019 482,143 537,369 655,866 437,794 524,577 430,398 367,322 512,595 422,587 497,767 536,209 505,966 5,910,593 172.2% (2,477,574) 492,549.39 FY2019-20 Overtime - Sworn 5,165,434 5,165,434 473,963 469,392 491,205 509,931 449,751 473,935 390,897 498,501 501,383 479,696 560,031 439,159 5,737,844 111.1% (572,409) 478,153.64 FY2020-21 Overtime - Sworn 5,165,434 5,165,434 275,202 246,822 296,775 382,618 306,787 278,293 205,529 303,631 307,092 357,284 323,537 368,366 3,651,935 70.7% 1,513,499 304,327.96 FY2021-22 Overtime - Sworn 5,165,434 5,165,434 358,067 389,828 472,454 417,698 322,193 301,011 240,070 323,173 2,824,494 54.7% 2,340,940 235,374.48 FY2014-15 Overtime - Sworn 1,570,000 2,770,000 220,307 246,370 307,942 227,121 168,609 219,890 186,372 206,850 283,970 192,245 278,950 292,381 2,831,007 102.2% (61,007) 235,917.27 FY2015-16 Overtime - Sworn 2,704,914 2,708,914 184,361 180,698 234,169 203,104 189,824 205,064 255,662 252,596 174,378 194,054 181,321 238,505 2,493,736 92.1% 215,178 207,811.37 FY2016-17 Overtime - Sworn 2,486,914 2,486,914 268,353 267,582 178,894 164,200 149,136 147,981 227,796 267,960 182,993 246,898 233,383 316,924 2,652,102 106.6% (165,188) 221,008.47 FY2017-18 Overtime - Sworn 2,486,914 2,486,914 268,465 345,174 291,221 359,542 367,182 310,508 336,315 176,449 132,298 196,306 203,912 166,108 3,153,480 126.8% (666,566) 262,789.99 FY2018-19 Overtime - Sworn 2,509,914 2,509,914 257,785 245,946 179,272 171,370 219,937 204,997 261,780 216,596 196,343 310,702 220,368 275,966 2,761,062 110.0% (251,148) 230,088.48 FY2019-20 Overtime - Sworn 3,629,097 3,629,097 295,166 277,886 286,016 300,083 332,654 382,084 347,492 328,467 350,709 302,505 264,571 325,335 3,792,969 104.5% (163,872) 316,080.74 FY2020-21 Overtime - Sworn 3,629,097 3,629,097 398,678 380,282 417,982 393,922 267,819 345,928 341,403 305,081 172,961 261,923 263,518 286,039 3,835,537 105.7% (206,440) 319,628.09 FY2021-22 Overtime - Sworn 3,629,097 3,629,097 334,236 434,974 358,578 358,251 352,789 327,832 427,404 396,618 2,990,683 82.4% 638,414 249,223.55 FY2021-22 TOTAL 8,794,531 8,794,531 692,303 824,803 831,033 775,949 674,982 628,843 667,474 719,790 - - - - 5,815,176 66.1% 2,979,355 484,598.03
BUDGET ACTUALS TOTAL
POLICE FIRE
April 5, 2022
Fire Department
DATE: April 5, 2022
TO: Mayor Butt and Members of the City Council
FROM:
Angel Montoya, Fire Chief
Aaron Osorio, Battalion Chief
Subject:
Approval of Contract with the Permanente Medical Group
Inc (Kaiser)
FINANCIAL IMPACT: Funding for this year’s portion of the total expenditure (estimated at $44,000) is included within the approved
fiscal year 2021-2022 Fire Department budgets
(01204022-400201 for $9K, 10706022-400201 for $5K,
11305022-400201-25H04 for $30K). The balance will be
budgeted over the subsequent fiscal years.
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
City staff requests City Council approval of a contract between the City of Richmond and Kaiser Permanente to
perform physical examinations, tests, and immunizations to Richmond Fire personnel.
RECOMMENDED ACTION:
APPROVE the sole-source contract with The
Permanente Medical Group (Kaiser) to perform physical
examinations, tests, and immunizations to Richmond
Firefighters who are certified as hazardous materials
specialists, as well as other sworn department personnel, for a total amount not to exceed $170,000, for a term of April 1, 2022, through December 31, 2024 - Fire
Department (Chief Angel Montoya 510-307-8041).
AGENDA
REPORT
April 5, 2022
DISCUSSION:
Staff is requesting a sole-source contract with The Permanente Medical Group (Kaiser) for a term of April 1, 2022, through December 31, 2024, in an amount not to exceed $170,000, to continue utilizing The Permanente Medical Group (Kaiser) to perform physical examinations, tests, and immunizations to Richmond Firefighters who are certified as hazardous materials specialists, as well as other sworn department personnel.
Kaiser currently provides pre-employment and annual medical exam/surveillance services for Richmond Fire personnel to include titer and vaccination services, hearing exams, respirator clearance forms, and medical exams in compliance with the National Fire Protection Association (NFPA) standards.
Kaiser is centrally located to five of our seven fire stations, thus keeping out of service time to a minimum. In addition, many members have Kaiser coverage as their medical insurance, and Kaiser is an approved workers’ compensation treatment provider. As a result, the care Fire personnel receives is more seamlessly integrated between their personal health records, on-site physicians, and occupational clearance forms and visits. Also, because the department has utilized Kaiser since 2008, they have significant baseline medical testing records on our employees over time that are needed to maintain a more comprehensive evaluation program and expedite post-exposure prophylaxis in the event of occupational exposure. In the event of a medical condition discovered during an examination, immediate access to medical records can be crucial in allowing the medical personnel to make quicker decisions. Lastly, they are the only hospital with an Emergency Room in Richmond, which is necessary for immediate care issues.
DOCUMENTS ATTACHED:
Attachment 1 – Contract
Attachment 2 – Sole Source
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: / Ex
piration 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.
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:
B y :
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
B y :
B y : T i t l e :
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
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:
City of Richmond Fire Department
Schedule A
FIREFIGHTER PREPLACEMENT EXAM (FFPP)
300398 Firefighter Physical Exam $127.00
92552 Audiogram, screening $54.00
94010 Spirometry $60.00
93000 EKG, resting $50.00
86480 QuantiFERON $145.00
85025 CBC with automated differential $20.00
80053 Chem Comprehensive Panel $41.00
36415 Venipuncture $15.00
71046 Chest X-Rays (2 views, PA & Lateral) $75.00
93015 Cardiac Stress Test with Treadmill $230.00
86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86704 Titer: Hepatitis B Core Antibody (HBcAb) $31.00
86803 Titer: Hepatitis C Antibody Screen $56.00
86708 Titer: Hepatitis A IgG Antibody (HAAb) $40.00
As Employer Requested:
300413 Form Completion (2 or more pages for DMV/DOT exam if done in conjunction with the Firefighter Physical Exam during the same exam visit)
$25.00
As Clinically Indicated:
90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections $191.00/injection 90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections $103.00/injection 90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections $152.00/injection 90715 Vaccine: Tdap $63.00
90658 Vaccine: Influenza (when seasonally available) $20.00 86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 81001 Urinalysis with microscopy $16.00
86580 PPD, 1 step, placement and reading $20.00
71045 Chest X-Ray, 1 view $55.00
75571 Cardiac calcium scoring CT scan $265.00
84152 PSA; prostate specific antigen $71.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins
FIREFIGHTER ANNUAL/PERIODIC EXAM (FFANN)
300398 Firefighter Physical Exam
$127.00
92552 Audiogram, screening $54.00
94010 Spirometry $60.00
80053 Chem Comprehensive Panel $41.00
85025 CBC with automated differential $20.00
36415 Venipuncture $15.00
86480 QuantiFERON $145.00
93000 EKG, resting $50.00
As Employer Requested:
300413 Form Completion (2 or more pages for DMV/DOT exam if done in conjunction with the Firefighter Physical Exam during the same exam visit)
$25.00
As Clinically Indicated:
86580 PPD, 1 step, placement and reading $20.00
93015 Cardiac Stress Test with Treadmill $230.00
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
81001 Urinalysis with microscopy $16.00
86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86708 Titer: Hepatitis A IgG Antibody (HAAb) $40.00
86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
86787 Titer: Varicella (Varicella or Chickenpox) Antibody Screen $35.00 90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections $191.00/injection 90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections $103.00/injection 90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections $152.00/injection 90715 Vaccine: Tdap
$63.00
90658 Vaccine: Influenza (when seasonally available) $20.00 75571 Cardiac calcium scoring CT scan $265.00
84152 PSA; prostate specific antigen $71.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins
DMV/DOT EXAM (DMV/DOT)
300390 DMV/DOT Physical Exam $115.00
As Clinically Indicated:
92552 Audiogram, screening $54.00
RESPIRATOR BASELINE/PERIODIC (RESP)
300415 Review of OSHA Respirator Questionnaire by MD/NP/RN $35.00 As Clinically Indicated:
300391 Respirator Clearance Physical Exam $64.00
94010 Spirometry $60.00
71046 Chest X-Ray (2 views) $75.00
93000 EKG, resting $50.00
93015 Cardiac Stress Test with Treadmill $230.00
300408 Physician Consultation, each 15 minutes $64.00/15 mins
VACCINATION ONLY (VAX)
300406 History/Review of Tests/Brief Screen - No Physical Exam $42.00 As Clinically Indicated:
90746 Vaccine: Hepatitis B, may need series of 3 injections $130.00/injection 90632 Vaccine: Hepatitis A, may need series of 2 injections $114.00/injection 90636 Vaccine: Twinrix (Hep B and Hep A combo), series of 3 injections $191.00/injection 90707 Vaccine: Measles Mumps Rubella (MMR), may need series of 2 injections $103.00/injection 90716 Vaccine: Varivax (Varicella or Chickenpox), may need series of 2 injections $152.00/injection 90715 Vaccine: Tdap
$63.00
90658 Vaccine: Influenza (when seasonally available) $20.00
LABORATORY ONLY (LAB)
300406 History/Review of Tests/Brief Screen - No Physical Exam $42.00 36415 Venipuncture $15.00
As Clinically Indicated:
86706 Titer: Hepatitis B Surface Antibody (HBsAb) $35.00 86704 Titer: Hepatitis B Core Antibody (HBcAb) $31.00
86708 Titer: Hepatitis A IgG Antibody (HAAb) $40.00
86803 Titer: Hepatitis C Antibody Screen $56.00
86735 Titer: Mumps Antibody Screen $35.00
86762 Titer: Rubella Antibody Screen (German Measles) $35.00 86765 Titer: Rubeola Antibody Screen (Measles) $35.00
TB CLEARANCE (PPD/TB CLEARANCE)
86480 QuantiFERON $145.00
36415 Venipuncture $15.00
As Clinically Indicated:
300422 PPD, 2 step, 2 placements and readings $30.00
71045 Chest X-Ray, 1 view $55.00
71046 Chest X-Ray, 2 views $75.00
99211 Brief encounter with non-MD Provider (PPD-Review of Symptoms Form) $25.00 86580 PPD, 1 step, placement and reading $20.00
AUDIOGRAM (AUDIO)
92552 Audiogram, screening $54.00
As Clinically Indicated:
300408 Physician Consultation, each 15 minutes $64.00/15 mins
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 PA YMENT 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 Contra ctor 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 a fter 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.
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:
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 C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e 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
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any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License
. Contractor shall obtain a Richmond Business License
before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default
. Notwithstanding any provision herein to the
contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification
.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to
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indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws
. Contractor shall comply with all federal, state and
local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies
. Contractor agrees to
abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated
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.
General Conditions/EJ/TE 01-19-11 11 of 13
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
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toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance
.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
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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):
Exhibit E For the Contract Between the City of Richmond and
• The third paragraph of Section 7 of Exhibit D is hereby amended to read as follows: “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 reasonably 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. Upon prior written notice to Contractor, 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.”
• The last sentence of Section 10 of Exhibit D is hereby deleted and replaced with the following sentence: “If the City lodges with Contractor a written complaint about a person employed or retained by Contractor to provide services hereunder, Contractor shall use commercially reasonable efforts to address such complaint.”
• The first sentence of Section 13 of Exhibit D is hereby deleted and replaced with the following sentence: “Should either party 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, the other party may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination.”
• Paragraph (b) of Section 15 of Exhibit D is hereby amended to read as follows: “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, or negligent acts, errors or omissions by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, but excluding: (1) liabilities due to the sole negligence or willful misconduct of City, its officers, agents, employees or volunteers, and (2) any liability arising as a result of an employment-related dispute (including but not limited to a lawsuit by an employee of City for employment discrimination based on results of Kaiser On-the- Job (KOJ) services, a lawsuit by an employee of City alleging breach of an employment statute or regulation, etc.).”
• Section 17 of Exhibit D is hereby amended to add the following sentences at the end:
“Notwithstanding any other provision of this Contract, including but not limited to those contained in this section and Exhibit F, Contractor, in lieu of any insurance requirements contained herein, may fulfill such insurance obligations through its alternative risk management programs, including self-insurance, and City consents to such self-insurance and agrees that, in such case, Contractor cannot provide endorsements or report deductibles, or self-insured retentions, or other requirements that are inconsistent with a program of self-insurance. City also agrees that Contractor’s fulfillment of the insurance requirements through alternate risk management programs shall not constitute a breach of this Contract.” • The last sentence of Section 23 of Exhibit D is hereby deleted.
Exhibit E For the Contract Between the City of Richmond and
• The first sentence of Section 37 of Exhibit D is hereby deleted and replaced with the following sentence: “The waiver by any party of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.” • Exhibit F (Insurance Requirements) is hereby deleted and replaced with a new Exhibit F in the form attached.
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.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.
6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)
7. Contractor’s Pollution Liability (if applicable for Construction Contractors)
Required Coverage
Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR
is self-insured, provide a certificate of Permission to 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.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011
PROJECT COST R EQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)
Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).
If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.
If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.
Same limits as General Liability.
Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Additional Insured Endorsement
Applicable to General Liability Coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.
SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:
1. A Bid bond
2. A Performance Bond
3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or 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
CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin . The City
of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
April 5, 2022
Fire Department
DATE: April 5, 2022
TO: Mayor Butt and Members of the City Council
FROM:
Angel Montoya, Fire Chief
Subject:
Resolution and Interagency Agreement to Support
Hazardous Materials Program
FINANCIAL IMPACT: The funds consist of an allocation not to exceed $360,335 over a one-year period, commencing on July 1,
2021, through June 30, 2022.
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
The Fire Department maintains a Hazardous Materials
Response Unit and an Emergency Vehicle as part of its
Hazardous Materials Response Program and receives
funding from the Contra Costa County Health Services
Hazardous Materials Division in support of the program.
RECOMMENDED ACTION:
ADOPT a resolution to accept and appropriate $360,335
in funding from the Contra Costa County Health Services Hazardous Materials Division; and APPROVE a one-year
interagency agreement from July 1, 2021, to June 30,
2022, in support of the Fire Department’s Hazardous
Materials Response Program – Fire Department (Chief
Angel Montoya 510-307-8041). This item was
continued from the March 15, 2022, meeting.
AGENDA
REPORT
April 5, 2022
DISCUSSION:
The Richmond Fire Department is part of the Hazardous Materials Interagency Task Force consisting of a coalition of other fire agencies in Contra Costa County with responsibility for public and environmental health and safety as it pertains to incidents involving hazardous materials. As Incident Commander for West Contra Costa County, the Richmond Fire Department is one of two fire agencies in the County with a response team and is responsible for ensuring that its members are properly trained at the level of technician, specialist, or incident commander and that they are equipped to respond appropriately to any hazardous materials incident.
As the Certified Uniform Program Agency, the Contra Costa County Health Services Department is responsible for ensuring agency response teams are supported by providing funding required to maintain response units. This includes hazardous materials certified personnel and coordinator training, hazardous materials drills, pay differential, annual physicals, supplies, and equipment. The interagency agreement provides that the County will allocate funds from its Hazardous Materials Business Plan inspection fees for the Hazmat Response Unit.
The Richmond Fire Department and Contra Costa County Health Services Department agreement to support the Hazardous Materials Response Program expired on June 30, 2021. The present agreement was not finalized and submitted to Richmond Fire Department for review until February 17, 2022. In the interim, Richmond Fire Department continued to render service from July 1, 2021, to date. Reimbursements cannot be transacted until the agreement is fully executed between Contra Costa County and the City of Richmond.
Staff requests adoption of the resolution to accept and appropriate funding from Contra Costa County Health Services and approval of the one -year interagency agreement to cover the period July 1, 2021, to June 30, 2022.
DOCUMENTS ATTACHED:
Attachment 1 – Resolution
Attachment 2 – Contra Costa County Interagency Agreement 22-402-17
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND
AUTHORIZING THE ACCEPTANCE OF FUNDS ALLOCATED TO THE CITY
FROM CONTRA COSTA COUNTY HEALTH SERVICES IN SUPPORT OF ITS
HAZARDOUS MATERIALS PROGRAM
WHEREAS, the Contra Costa County has appropriated monies for the Hazardous Material Response Unit and Hazardous Material Emergency Vehicle Program under Agreement #22-402-17, approved by the Board of Supervisors on April 28, 1987; and
WHEREAS, the Contra Costa County Health Services Hazardous Materials Division will allocate funding to the City of Richmond Fire Department from July 1, 2021, through June 30, 2022, in an amount not to exceed $360,335, to maintain a Hazardous Materials Response Unit in West County; and
WHEREAS, the City of Richmond shall be awarded $360,335 over a one-year period, commencing July 1, 2021, for projected expenditures through June 30, 2022; and
WHEREAS, the City of Richmond will ensure members of the Hazardous Materials Response Unit are trained to respond appropriately to any hazardous material event, including facilitating drills for such events; ensure members receive annual Hazmat physicals in accordance with National Fire Protection Association (NFPA) standards; and provide a training coordinator to facilitate any necessary and required training, and attend pertinent meetings on behalf of the Hazardous Materials Response Team; and
WHEREAS, the City of Richmond desires to accept the funds allocated by the Contra Costa County Health Services Hazardous Materials Division in the amount of $360,335, and agree to the terms of Agreement #22-402-17 in its entirety.
NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Richmond
1. The City of Richmond shall accept the allocation of $ 360,335 from the Contra Costa County Health Services Hazardous Materials Division.
2. The funds which the City will receive are hereby appropriated towards program expenditures, under Fund 1013; Org 11305022; Objs 400201, 400299, 400342, 400384, 400401; Project 25H04.
3. The City Manager, or their designee, shall establish a Budget Supplemental Fund revenue account under Fund 1013, Org 11305022, Obj 337371, Project 25H04 for the deposit of the funds, which have been allocated to the City of Richmond.
4. The Finance Dire ctor or designee of the City o f Richmond shall submit the necessary reports and summaries which are required by State law.
*****************************
(This section to be completed by Clerk’s Office)
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a _________ meeting held on _____________ by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
________________________________________
Clerk of the City of Richmond
(SEAL)
Approved:
_______________________________
Mayor
Approved as to form:
____________________________
City Attorney
Form A-4 (Page 1 of 1)
Contra Costa County INTERAGENCY AGREEMENT Number 22–402–18 Standard Form A-4 (Agency Provides Services) Fund/Org # As Coded Revised 2014 Account # As Coded
Other #
1. Contract Identification .
Department: Health Services — Hazardous Materials Division Subject: Hazardous Materials Response Unit and Hazardous Material Emergency Vehicle
2. Parties. The County of Contra Costa, California (County), for its Department named above, and the following named Agency mutually agree and promise as follows:
Agency: CITY OF RICHMOND on behalf of its FIRE DEPARTMENT (Hereinafter “Agency”) Capacity: Public Agency
Address: 440 Civic Center Plaza, Richmond, California 94804-1630
3. Term. The effective date of this Agreement is July 1, 2021 , and it terminates on June 30, 2022 unless sooner terminated as provided herein.
4. Payment Limit . County’s total payments to Agency under this Agreement shall not exceed $360,335.
5. County’s Obligations . County shall pay Agency for its provision of services pursuant to the attached Payment Provisions, which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Agency’s Obligations . Agency shall provide those services and carry out that work described in the Service Plan attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
7. General and Special Conditions. This Agreement is subject to the General Conditions and Special Conditions (if any) attached hereto, which are incorporated herein by reference.
8. Project. This Agreement implements in whole or in part the following described Project, the application and approval documents of which are incorporated herein by reference: Hazardous Material Release Response Plans and Inventory Program (AB 2185) approved by the Board of Supervisors on April 28, 1987.
9. Legal Authority . This Agreement is entered into under and subject to the following legal authorities:
Health and Safety Code, Division 20, Chapter 6.95, §§ 25500, et seq.; California Code of Regulations, Title 19, Chapter 2, §§ 2620, et seq.; and California Government Code §§ 26227 and 31000.
10. Signatures. These signatures attest the parties’ agreement hereto:
COUNTY OF CONTRA COSTA, CALIFORNIA
BOARD OF SUPERVISORS
By
Chairman/Designee
ATTEST: Clerk of the Board of Supervisors
By
Deputy
AGENCY
By
(Signature of authorized Agency Representative)
(Print name and title A)
By
(Signature of authorized Agency Representative)
(Print name and title B)
Form L-2 (Page 1 of 1)
Contra Costa County ACKNOWLEDGMENTS/APPROVALS Number 22–402–18 Standard Form L-2 (Purchase of Services – Long Form)
Revised 2014.2
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)
COUNTY OF CONTRA COSTA )
On ____________________(Date), before me, _______________________________(Name and Title of the Officer), personally
appeared______________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/a re subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS MY HAND AND OFFICIAL SEAL
______________________________________
Signature of Notary Public
Place Seal Above
ACKNOWLEDGMENT (by Corporation, Partnership, or Individual) (Civil Code §1189)
APPROVALS
RECOMMENDED BY DEPARTMENT FORM APPROVED COUNTY COUNSEL
County Counsel approval not required
By: By: per September 12, 2006 Board Order
Designee Deputy County Counsel
APPROVED: COUNTY ADMINISTRATOR
By:
Designee
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
Contra Costa County PAYMENT PROVISIONS
Standard Form P-2 (Cost Basis Contracts – Long Form)
Revised 2014 Number 22–402–18
Initials:___________ _____________
Agency County Dept.
Form P-2 (Page 1 of 2)
1. Payment Basis. Subject to the Payment Limit, payments to Contractor for all services provided for County under this Contract shall only be for allow able costs that are actually incurred in the performance of Contractor’s obligations under this Contract.
2. Payment Amounts. Subject to later adjustments in total payments as provided below and subject to the Payment Limit of this Contract, County will pay Contractor as full compensation for all services, work, expenses or costs provided or incurred by Contractor:
a. $ monthly,
b. $ per unit, as defined in the Service Plan,
c. An amount equal to Contractor’s allowable costs that are act ually incurred each month, but subject to the “Budget of Estimated Program Expenditures” referenced in the Service Plan, or d. County will pay Agency an amount NOT TO EXCEED $ 360,335 as follows:
(1) An amount equal to Contractor’s allowable costs that are actually incurred each month, but subject to the “Budget of Estimated Program Expenditures” which has been prepared and submitted by Agency to County and will be maintained on file in the offices of County’s Hazardou s Materials Division. Any movement of funds between line items in the budget of estimated program expenditures must have the prior written approval of the Hazardous Materials Program Director.
3. Allowable Costs. Contractor’s allowable costs are only those which are determined in accordance with:
a. Such State regulations and documents as are set forth in the Service Plan regarding accounting guidelines, including standards for determining allowable or non-allowable costs. b. Department of Health and Human Services Administration of Grants Federal Regulations Title 45 Part 74 including any amendments thereto and the applica ble Subpart listed hereunder; and other documents specified in the Service Plan regarding principles for determinin g and allocating the allowable costs of providing the services; and any standards set forth in the Service Plan for determining the allowabil ity of selected items of costs of providing the services.
(1) Federal Management Circular A -87, including any amendments to the circular published in the Federal Register by OMB is to be used for determining allowable costs of activities conducted by state and local governmental agencies.
(2) OMB Circular A -122, including any amendments to the Circular published in the Federal Register by OMB is to be used for determining allowabl e costs of activities conducted by nonprofit organizations (other than government agencies, educational institutions, and hospitals). (3) 41 CFR Subpart 1-15.2 shall be used for profit organizations other than hospitals. (4) OMB Circul ar No. A -21, including any amendments to the Circular publ ished in the Federal Register by OMB shall be the principles to be used for determining allowable costs by educational institutions (other than for-profit institutions). (5) Appendix E Subpart Q Section 74.173 shall b e used for determining costs of research, development work, and other activities for determining allowable costs. c. Part IV Department of Labor, Employment an d Training administration, 20 CFR Part 674, Section 674.402 and any amendments thereto; and California Department of Aging Title V Operations Handbook, 1987, Section 505.4 and any amendments thereto.
Contra Costa County PAYMENT PROVISIONS
Standard Form P-2 (Cost Basis Contracts – Long Form)
Revised 2014 Number 22–402–18
Initials:___________ _____________
Agency County Dept.
Form P-2 (Page 2 of 2)
4. Payment Demands. Contractor shall submit written de mands on County Demand Form D -15 in the manner and form prescribed by County. Contractor shall submit demands for payment no later than 30 days from the end of the month in which the contract services upon which such demand is based were actually rendered. Upon approval of said payment demands by the head of th e County Department for which this Contract is made, or his designee, County will make payments as specified in Paragraph 2 (Payment Amounts) above.
5. Penalty for Late Submission. If County is unable to obtain reimbursement from the State of California as a result of Contractor’s failure to submit to County a timely demand for payment as specified in Paragraph 4. (Payment Demands) above, Coun ty shall not pay Contractor for such services to the exte nt County’s recovery of funding is prejudiced by the delay even though such services were fully provided.
6. Right to Withhold . County has the right to withhold payment to Contractor when, in the o pinion of County expressed in writing to Contractor, (a) Contractor’s performance, in whole or in part, either has not been carried out or is insufficiently documented, (b) Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demand(s) for payment.
7. Cost Report and Settlement. No later than forty-five (45) days following the termination of this Contract, Contractor shall submit to County a cos t report in the form required by County, showing the allow able costs that have actually been incurred by Contractor under this Contract. If the cost report shows that the allowable costs actually in curred by Contractor under this Contract exceed the payments made by County, subject nevertheless to the Payment Limit of this Contract, County will remit any such excess amount to Contractor, provided that the payments made, together with any such excess amount, may not exceed the Payment Limit. If the cost re port shows that the payments made by County exceed the all owable costs actually incurred by Contractor under this Contract, Contractor shall remit any such excess amount to County.
8. Audits. The records of Contractor may be audited by the County, Stat e, or United States government, in addition to any certified cost report or audit required by the Service Plan. Any certified cost report or audit required by the Service Plan shall be submitted to C ounty by Contractor within such period of time as may be expressed by applicable state or federal regulations, poli cies or contracts, but in no event later than 18 months from the termination date of this Contract. If such audit(s) show that the payments made by County exceed the allowable costs that have actually been incurred by Contractor under this Contract, inclu ding any adjustments made pursuant to Paragraph 7. (Cost Report and Settlement), then Contractor shall pay County within 30 days of demand by County any such excess amount. If such audit(s) show th at the allowable costs that have actually been incurred by Contractor under this Contract exceed the payments made by County, including any adjustments made pursuant to Paragraph 7. (Cost Report and Settlement), then County agrees to pay Contractor any such excess amount, provided that payments made, together with any such excess payment, may not exceed the contract Payment Limit.
9. Audit Exceptions. In addition to its obligations under Paragraph 8 . (Audits), above, Contractor agrees to accept responsibility for receiving, replying to, and/or complying with any audit exceptions by appropriate county, state or federal audit agencies resulting from its performance of this Contract. Within 30 days of demand, Contractor shall pay County the full amount of Co unty’s obligation, if any, to the state and/or federal gov ernment resulting from any audit exceptions, to the extent such are attributable to Contractor’s failure to perform properly any of its oblig ations under this Contract.
Contra Costa County SERVICE PLAN
Standard Form L-3
Revised 2014 Number 22–402–18
Initials:__________ ____________
Agency County Dept.
L-3 (Page 1 of 2)
1. Service Specifications. County will allocate funding from its Hazardous Materials Business Plan inspection fees to Contractor who will maintain a Hazardous Materials Response Unit and a Hazardous Materials Emergency Vehicle in West County, which will work in coordination with the Contra Costa Hazardous Materials Program to promote an efficient, joint response effort in West County.
2. Contractor Responsibilities. In providing services under this Contract, Contractor’s activities shall, include, but may not be limited to, the following:
a. Ensure the members of the Contractor’s Hazardous Materials Response Unit are trained to the Hazardous Materials Technician, Hazardous Materials Specialist, or the Incident Commander level as required by California Code of Regu lations, Subchapter 7. General Industry Safety Orders, Group 16;
b. Provide continuous training to ensure that the City of Richmond Hazardous Materials Response Team is able to respond appropriately to any hazardous material event including facilitating drills for such events;
c. Ensure the members of the Contractor’s Hazardous Materials Response Unit are trained in the Control of Hazardous Substances, Article 109. Hazardous Substances and Processes, §5192.
Hazardous Waste Operations and Emergency Response;
d. Ensure that the members of the City of Richmond Hazardous Materials Response Team have done the eight -hour refresher training, as required by California Code of Regulations, Subchapter 7. General Industry Safety Orders, Group 16. Control of hazardous Substa nces, Article 109. Hazardous Substances and Processes, §5192. Hazardous Waste Operations and Emergency Response;
e. Ensure that the members of the City of Richmond Fire Department Hazardous Materials Response Team in Contra Costa County receive annual Hazmat Physicals in accordance to National Fire Protection Association (NFPA) standards;
f. Provide a t raining coordinator who can provide consultation including attending meetings that are pertinent to a Hazardous Material Response Team in Contra Costa County, su ch as the Hazardous Material Interagency Task Force, CAER meetings, and any other meeting to help coordinate or enrich the City of Richmond’s Hazardous Materials Response Team; g. Provide quarterly documentation for any training that is given to the City of Richmond’s Hazardous Materials Response Team, including:
1. Hours for developing training and giving the training;
2. Listing of who took the training;
3. Verification that the training was understood by the participants;
4. Drills performed; and
5. Participants of the drill.
h. Provide quarterly documentation of the status of each member of the Hazardous Materials Response Team who have and have not completed any of the training that is required and at the frequency of such refresher training. Providing a listing of each responder’s anniversary date of the refresher training is due and updated quarterly as needed;
Contra Costa County SERVICE PLAN
Standard Form L-3
Revised 2014 Number 22–402–18
Initials:__________ ____________
Agency County Dept.
L-3 (Page 2 of 2)
i. Provide a monthly listing of hazardous materials meeting attended and by whom; and
j. Participate in joint drills and training when developed or arranged by County.
3. County’s Training Responsibilities. To ensure that the Contractor is trained to respond to hazardous material incidents the County agrees to assist Contractor by:
a. Provide assistance to the Training Coordinator in conducting any continuous training; b. Provide information on any training that will assist in the coordination efforts of the County and the City of Richmond’s Hazardous Materials Response Teams; c. Notify the City of Richmond of any hazardous materials drills that are being performed by any of t he facilities that handle hazardous materials within the City of Richmond, in which the County is aware;
d. Develop or arrange trainings and drills that can be attended jointly by the Contractor and the County; and
e. Allocate funding for all activities requ ired in providing services as set forth in Service Specifications, including but not limited to Annual Hazardous Material Physicals in accordance to NFPA Standards.
4. Budget of Estimated Program Expenditures . A budget of estimated program expenditures fo r the services described in this Contract shall be prepared and submitted by Agency to County and will be maintained on file in the offices of County’s Hazardous Materials Division. Any movement of funds between line items in the budget of estimated progr am e xpenditures must have the prior written approval of the Hazardous Materials Program Director.
5. Service Program Administration and Fiscal Management . Agency will administer the service program covered by this Contract as a separate organizational, ad ministrative, and fiscal activity and shall keep this program separate and distinct from other activities. Agency must establish and maintain a fiscal management system of cost center accounts so that funds provided by this Contract will not be co- mingled with or used in Agency’s other activities, which are not covered by this Contract.
Contra Costa County SPECIAL CONDITIONS
Standard Form L-4
Revised 2014 Number 22–402–18
Initials:___________ _____________
Agency County Dept.
L-4 (Page 1 of 2)
1. Contractor/Agency. All occurrences of the term “Contractor” in the Payment Provisions and General Conditions are hereby deleted and replaced with “Agency”.
2. Termination. General Conditions, Paragraph 5 . (Termination), is hereby deleted in its enti rety, and replaced with a new Paragraph, to read as follows:
“5. Termination and Cancellation.
a. Written Notice. This Contract may be terminated by either party, in its sole discretion, upon sixty-day advance written notice thereof to the other, and m ay be cancelled immediately by written mutual consent.
b. Failure to Perform . County, upon written notice to Agency, may immediately terminate this Contract should Agency fail to perform properly any of its obligations hereunder. In the event of such ter mination, County may proceed with the work in any reasonable manner it chooses.
The cost to County of completing Agency’s performance shall be deducted from any sum due Agency under this Contract, without prejudice to County’s rights to recover damages. c. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the event that federal, state, or other non -County funding for this Contract ceases, this Contract is terminated without notice.”
3. Confidentiality of Information. In addition to the requ irements of General Conditions, Paragraph 16. (Confidentiality), Agency must ensure confidentiality of information, as follows:
a. Agency will protect from unauthorized disclosure names and other identifying information of persons receiving services from Agency pursuant to this Contract, except for statistical information not identifying any client.
b. Agency will not use such identifying information for any purpose other than carrying out the Agency's obligations under this Contract.
c. Agency will promptly transmit to the County all requests for disclosure of such identifying information not emanating from the Client.
d. Agency will not disclose, except as otherwise specifically permitted by this Contract or authorized by the Client, any such identifying i nformation to anyone other than the County without prior written authorization from the County.
e. For purposes of this paragraph, “identifying information” includes, but is not limited to, name, identifying number, symbol, or other identifying particular assigned to an individual, such as a finger or voice print or a photograph.
4. Indemnification. General Conditions, Paragraph 18 . (Indemnification), is hereby deleted in its entirety and replaced with a new Paragraph 18, to read as follows:
“18. Indemnification.
a. Agency shall defend, indemnify, save and hold harmless County and its officers and employees from any and all claims, costs and liability for any damages, sickness, death, or injury to person(s) or property, including without limitation all c onsequential damages, from any cause whatsoever arising directly or indirectly from , or connected with, the operations or services of Agency or its
Contra Costa County SPECIAL CONDITIONS
Standard Form L-4
Revised 2014 Number 22–402–18
Initials:___________ _____________
Agency County Dept.
L-4 (Page 2 of 2)
agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising throug h the sole negligence or sole willful misconduct of County or its officers or employees. Agency will make good to and reimburse the County for any expenditures, including reasonable attorney ’s fees, the County mak es by reason of such matters , and, if requ ested by County, will defend any such suits at the sole cost and expense of Agency.”
5. Insurance. Paragraph 19. (Insurance), of the General Conditions is hereby deleted in its entirety, and replaced with a new paragraph to read as follows:
“19. Insurance.
a. Agency shall maintain Workers’ Compensation coverage, for all its employees. Agency represents that it is a legally self -insured public entity and maintains a self -insured retention of seven hundred fifty thousand dollars ($750,000) with excess cover age through participation in the California State Association of Counties - Excess Insurance Authority (CSAC-EIA). Agency shall provide evidence of such coverage to County in writing. b. Agency shall maintain general comprehensive liability and auto liabil ity coverage at all times with minimum limits of one million dollars ($1,000,000) per occurrence. Agency represents that it is a legally self-insured public entity and maintains a self -insured retention of five hundred thousand dollars ($500,000) per occurrence with excess liability coverage provided through participation in the California Joint Powers Risk Management Authority (CJPRMA). Agency shall provide evidence of such coverage in writing. Such insurance must include the County and its officers and e mployees as additional insureds as to all services performed by Agency under this Contract.”
6. Disputes. General Conditions, Paragraph 9 . (Disputes), is hereby deleted in its entirety, and replaced with a new Paragraph, to read as follows:
“9. Disputes. Disagreements between County and Agency concerning the meaning, requirements, or performance of this Contract shall be subject to final written determination by the head of the County department for which this Contract is made, or his designee, or in acco rdance with the applicable procedures (if any) required by the state or federal government. Agency reserves the right to challenge the final written determination of the department head regarding the meaning, requirements, or performance of this Contract in the courts of Contra Costa County, State of California.”
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 1 of 7)
1. Compliance with Law. Contractor is subject to and must comply with all applicable federal, state, and local laws and regulations with respect to its performance under this Contract, including but not limited to, licensing, employment, and purchasing practices; and wages, hours, and conditions of employment, including nondiscrimination.
2. 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 County, the State of California, and the United States Government.
3. Records. Contractor must keep and make available for inspection and copying by authorized representatives of the County, 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 County.
a. Retention of Records. Contractor must retain all documents pertaining to this Contract for five years from the date of submission of Contractor's final payment demand or final Cost Report; for any further period that is required by law; and until all federal/state audits are complete and exceptions resolved for this Contract's funding period. Upon request, Contractor must make these records available to authorized representatives of the County, the State of California, and the United States Government.
b. Access to Books and Records of Contractor, Subcontractor . Pursuant to Section 1861(v)(1) of the Social Security Act, and any regula tions promulgated thereunder, Contractor must, upon written request and until the expiration of five years after the furnishing of services pursuant to this Contract, make available to the County, the Secretary of Healt h and Human Services, or the Comptroller General, or any of their duly authorized representatives, this Contract and books, documents, and records of Contractor necessary to certify the nature and extent of all costs and charges hereunder.
Further, if Contractor carries out any of the duties of this Contract through a subcontract with a value or cost of $10,000 or more over a twelve-month period, such subcontract must contain a clause to the effect that upon written request and until the expiration of five years after the furnishing of services pursuant to such subcontract, the subcontractor must make available to the County, the Secretary, the Comptroller General, or any of their duly authorized representatives, the subcontract and books, documents, and re cords of the subcontractor necessary to verify the nature and extent of all costs and charges thereunder.
This provision is in addition to any and all other terms regarding the maintenance or retention of records under this Contract and is binding on the heirs, successors, assigns and representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code Section 7550, Contractor must include in all documents and written reports completed and submitted to County in accordance with this Contrac t, a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report. This section applies only if the Payment Limit of this Contract exceeds $5,000.
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 2 of 7)
5. Termination and Cancellation.
a. Written Notice. This Contract may be terminated by either party, in its sole discretion, upon thirty- day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent.
b. Failure to Perform. County, upon written notice to Contractor, may immediately terminate this Contract should Contractor fail to perform properly any of its obligations hereunder. In the event of such termination, County may proceed with the work in any reasonable manner it chooses. The cost to County of completing Contractor's performance will be deducted from any sum due Contractor under this Contract, without prejudice to County's rights to recover damages.
c. Cessation of Funding. Notwithstanding any contrary language in Paragraphs 5 and 11, in the event that federal, state, or other non-County funding for this Contract ceases, this Contract is terminated without notice.
6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject matter of this Contract will be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, evaluating, auditing, billing, or regulatory changes, may be clarified in a written letter signed by Contractor and the department head, or designee, of the county department on whose behalf this Contract is made. No written clarification prepared pursuant to this Section will operate as an amendment to, or be considered to be a part of, this Contract.
8. Modifications and Amendments.
a. General Amendments. In the event that the total Payment Limit of this Contract is less than $200,000 and this Contract was executed by the County’s Purchasing Agent, this Contract may be modified or amended by a written document executed by Contractor and th e County’s Purchasing Agent or the Contra Costa County Board of Supervisors, subject to any required state or federal approval. In the event that the total Payment Limit of this Contract exceeds $200,000 or this Contract was initially approved by the Board of Supervisors, this Contract may be modified or amended only by a written document executed by Contractor and the Contra Costa County Board of Supervisors or, after Board approval, by its designee, subject to any required state or federal approval.
b. Minor Amendments. The Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by Contractor and the County Administrator (or designee), subject to any required state or federal approval, provided that such administrative amendment may not increase the Payment Limit of this Contract or reduce the services Contractor is obligated to provide pursuant to this Contract.
9. Disputes. Disagreements between County and Contractor concerning the meaning, requirements, or performance of this Contract shall be subject to final written determination by the head of the county department for which this Contract is made, or his designee, or i n accordance with the applicable procedures (if any) required by the state or federal government.
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 3 of 7)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and is governed by, and must be construed in accordance with, the laws of the State of California.
b. Any action relating to this Contract must be instituted and prosecuted in the courts of Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws . Should federal or state regulations or laws touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract will be deemed amended to assure conformance with such federal or state requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disput es) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of County indicating Contractor's performance or any part thereof complies with the requirements of this Contract, or acceptance of the whole or any part of said performance, or payments therefor, or any combination of these acts, do not relieve Contractor's obligation to fulfill this Contract as prescribed; nor is the County thereby prevented from bringing any action for damages or enforcement arisi ng from any failure to comply with any of the terms and conditions of this Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor.
Prior written consent of the County Administrator or h is designee, subject to any required state or federal approval, is required before the Contractor may enter into subcontracts for any work contemplated under this Contract, or before the Contractor may assign this Contract or monies due or to become due, by operation of law or otherwise.
14. Independent Contractor Status. The parties intend that Contractor, in performing the services specified herein, is acting as an independent contractor and that Contractor will control the work and the manner in which it is performed.
This Contract is not to be construed to create the relationship between the parties , or between County and any Contractor employee, of agent, servant, employee, partnership, joint venture, or association. Neither Contractor, nor any of its employees, is a County employee. This Contract does not give Contractor, or any of its employees, any right to participate in any pension plan, workers’ compensation plan, insurance, bonus, or similar benefits County provides to its employees. In the event that County exercises its right to terminate this Contract, Contractor expressly agrees that it will have no recourse or right of appeal under any rules, regulations, ordinances, or laws applicable to employees.
15. Conflicts of Interest. Contractor covena nts that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its services hereunder. Contractor further covenants that in the performance of this Contract, no person having any such interests will be employed by Contractor. If requested to do so by County, Contractor will complete a “Statement of Economic Interest” form an d file it with County and will require any other person doing work under this Contract to complete a “Statement of Economic Interest” form and file it with County.
Contractor covenants that Contractor, its employees and officials, are not now employed by County and have not been so employed by County within twelve months immediately preceding this Contract; or, if so employed, did not then and do not now occupy a position that would create a conflict of interest under Government Code section 1090. In
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 4 of 7)
addition to any indemnity provided by Contractor in this Contract, Contractor will indemnify, defend, and hold the County harmless from any and all claims, investigations, liabilities, or damages resulting from or related to any and all alleged conflicts of interest. Contractor warrants that it has not provided, attempted to provide, or offered to provide any money, gift, gratuity, thing of value, or compensation of any kind to obtain this Contract.
16. Confidentiality. To the extent allowed under the California Public Records Act, Contractor agrees to comply and to require its officers, partners, associates, agents and employees to comply with all applicable state or federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that no person will publish or disclose or permit or cause to be published or disclosed, any list of persons rece iving services, except as may be required in the administration of such service. Contractor agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services under this Contract will be available to all qualified persons regardless of age, gender, race, religion, color, national origin, ethnic background, disability, or sexual orientation, and that none will be used, in whole or in part, for religious worship.
18. Indemnification. Contractor will defend, indemnify, save, and hold harmless County and its officers and employees from any a nd all claims, demands, losses, costs, expenses, and liabilities for any damages, fines, sickness, death, or injury to person(s) or property, including any and all administrative fines, penalties or costs imposed as a result of an administrative or quasi-judicial proceeding, arising directly or indirectly from or connected with the services provided hereunder that are caused, or claimed or alleged to be caused, in whole or in part, by the negligence or willful misconduct of Contractor, its officers, employees, agents, contractors, subcontractors, or any persons under its direction or control.
If requested by County, Contractor will defend any such suits at its sole cost and expense. If County elects to provide its own defense, Contractor will reimburse County for any expenditures, including reasonable attorney’s fees and costs.
Contractor’s obligations under this section exist regardless of concurrent negligence or willful misconduct on the part of the County or any other person; provided, however, that Contractor is not required to indemnify County for the proportion of liability a court determines is attributable to the sole negligence or willful misconduct of the County, its officers and employees. This provision will survive the expiration or termination of this Contract.
19. Insurance. During the entire term of this Contract and any extension or modification thereof, Contractor shall keep in effect insurance policies meeting the following insurance requirements unless otherwise expressed in the Special Conditions:
a. Commercial General Liability Insurance. For all contracts where the total payment limit of the contract is $500,000 or less, Contractor will provide commercial general liability insurance, including coverage for business losses and for owned a nd non-owned automobiles, with a minimum combined single limit coverage of $500,000 for all damages, including consequential damages, due to bodily injury, sickness or disease, or death to any person or damage to or destruction of property, including the l oss of use thereof, arising from each occurrence. Such insurance must be endorsed to include County and its officers and employees as additional insureds as to all services performed by Contractor under this Contract. Said policies must constitute primar y insurance as to County, the state and federal governments, and their officers, agents, and employees, so that other insurance policies held by
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 5 of 7)
them or their self -insurance program(s) will not be required to contribute to any loss covered under Contractor ’s insurance policy or policies. Contractor must provide County with a copy of the endorsement making the County an additional insured on all commercial general liability policies as required herein no later than the effective date of this Contract. For all contracts where the total payment limit is greater than $500,000, the aforementioned insurance coverage to be provided by Contractor must have a minimum combined single limit coverage of $1,000,000.
b. Workers' Compensation. Contractor must provide workers' compensation insurance coverage for its employees.
c. Certificate of Insurance. The Contractor must provide County with (a) certificate(s) of insurance evidencing liability and worker's compensation insurance as required herein no later than the effective date of this Contract. If Contractor should renew the insurance policy(ies) or acquire either a new insurance policy(ies) or amend the coverage afforded through an endorsement to the policy at any time during the term of this Contract, then Contractor must provide (a) current certificate(s) of insurance.
d. Additional Insurance Provisions. No later than five days after Contractor’s receipt of: (i) a notice of cancellation, a notice of an intention to cancel, or a notice of a lapse in any of Contractor’s insurance coverage required by this Contract; or (ii) a notice of a material change to Contractor’s insurance coverage required by this Contract, Contractor will provide Department a copy of such notice of cancellation, notice of intention to cancel, notice of lapse of coverage, or notice of material change. Contractor’s failure to provide Department the notice as required by the preceding sentence is a default under this Contract
20. Notices. All notices provided for by this Contract must be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to County must be addressed to the head of the county department for which this Contract is made. Notices to Contractor must be addressed to the Contractor's address designated herein. The effective date of notice is the date of deposit in the mails or of othe r delivery, except that the effective date of notice to County is the date of receipt by the head of the county department for which this Contract is made.
21. Primacy of General Conditions. In the event of a conflict between the General Conditions and the Special Conditions, the General Conditions govern unless the Special Conditions or Service Plan expressly provide otherwise.
22. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services pro vided by Contractor under this Contract will be purchased by County under a new contract following expiration or termination of this Contract, and Contractor waives all rights or claims to notice or hearing respecting any failure to continue purchasing all or any such services from Contractor.
23. Possessory Interest. If this Contract results in Contractor having possession of, claim 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 & Taxation Code Section 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. Contractor agrees that this provision complies with the notice requirements of Revenue & Taxation Code Section 107.6, and waives all rights to further notice or to damages under that or any comparable statute.
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 6 of 7)
24. No Third-Party Beneficiaries. Nothing in this Contract may be construed to create, and the parties do not intend to create, any rights in third parties.
25. Copyrights, Rights in Data , and Works Made for Hire . Contractor will not publish or transfer any materials produced or resulting from activities supported by this Contract without the express written consent of the County Administrator. All reports, original drawings, graphics, plans, studies and other data and documents, in whatever form or for mat, assembled or prepared by Contactor or Contractor’s subcontractors, consultants, and other agents in connection with this Contract are “works made for hire” (as defined in the Copyright Act, 17 U.S.C. Section 101 et seq., as amended) for County, and Contractor unconditionally and irrevocably transfers and assigns to Agency all right, title, and interest, including all copyrights and other intellectual property rights, in or to the works made for hire. Unless required by law, Contractor shall not publish, transfer, discuss, or disclose any of the above-described works made for hire or any information gathered, discovered, or generated in any way through this Agreement, without County’s prior express written consent. If any of the works made for hire is subject to copyright protection, County reserves the right to copyright such works and Contractor agrees not to copyright such works. If any works made for hire are copyrighted, County reserves a royalty-free, irrevocable license to reproduce, publish, and use the works made for hire, in whole or in part, without restriction or limitation, and to authorize others to do so.
26. Endorsements. In its capacity as a contractor with Contra Costa County, Contractor will not publicly endorse or oppose the use of any particular brand name or commercial product without the prior written approval of the Board of Supervisors. In its County-contractor capacity, Contractor will not publicly attribute qualities or lack of qualities to a particular brand name or commercial product in the absence of a well -established and widely accepted scientific basis for such claims or without the prior written approval of the Board of Supervisors. In its County- contractor capacity, Contractor will not participate or appear in any commercially produced advertisements designed to promote a particular brand name or commercial product, even if Contractor is not publicly endorsing a product, as long as the Contractor's presence in the advertisement can reasonably be interpreted as an endorsement of the product by or on behalf of Contra Costa County. Notwithstanding the foregoing, Contractor may express its views on products to other contractors, the Board of Supervisors, County officers, or others who may be authorized by the Board of Supervi sors or by law to receive such views.
27. Required Audit.
a. If Contractor expends $750,000 or more in federal grant funds in any fiscal year from any source, Contractor must provide to County, at Contractor's expense, an audit conforming to the requirements set forth in the most current version of Code of Federal Regulations, Title 2, Part 200, Subpart F.
b. If Contractor expends less than $750,000 in federal grant funds in any fiscal year from any source, but the grant imposes specific audit requirements, Contractor must provide County with an audit conforming t o those requirements.
c. If Contractor expends less than $750,000 in federal grant funds in any fiscal year from any source, Contractor is exempt from federal audit requirements for that year except as required by Code of Federal Regulations, Title 2, Part 200, Subpart F. Contractor shall make its records available for, and an audit may be required by, appropriate officials of the federal awarding agency, the General Accounting Office , the pass-through entity and/or the County.
If an audit is required, Contractor must provide County with the audit.
Contra Costa County GENERAL CONDITIONS
Standard Form L-5 (Purchase of Services - Long Form)
Revised 2016
Contractor County Dept.
Form L-5 (Page 7 of 7)
d. With respect to the audits specified in sections (a), (b) and (c) above, Contractor is solely responsible for arranging for the conduct of the audit, and for its cost. County may withhold the estimated cost of the audit or 10 percent of the contract amount, whichever is greater, or the final payment, from Contractor until County receives the audit from Contractor.
28. Authorization. Contractor, or the representative(s) signing this Contract on behalf of Contractor, represents and warrants that it has full power and authority to enter into this Contract and to perform the obligations set forth herein.
29. No Implied Waiver. The waiver by County of any breach of any term or provision of this Contract will not be deemed to be a waiver of such term or provision or of any subsequent breach of the same or any other term or provision contained herein.
April 5, 2022
Human Resources
DATE: April 5, 2022
TO: Mayor Butt and Members of the City Council
FROM:
Anil Comelo, Interim Deputy City Manager
Subject:
Approve a Pool of Temporary Agencies to Temporarily
Fill City-Wide Critical Vacancies and to Staff Special
Projects
FINANCIAL IMPACT: Funding for each city-wide contract will come from the approved FY 2021-2022 Professional Services budgets
for the Finance Department and/or the Community
Services Department-Employment and Training Division
and would not exceed $100,000 per contract over the
three-year term. Currently, there are two firms the City is interested in working with. There is an immediate need in the Finance department to assist with Measure U
implementation.
PREVIOUS COUNCIL
ACTION:
Click or tap here to enter text.
STATEMENT OF THE
ISSUE:
The City of Richmond would benefit from the
procurement of temporary staffing contracts to help
support City departments during temporary critical
staffing deficits and special projects.
RECOMMENDED ACTION:
APPROVE a pool of temporary staffing agencies to be
utilized by the Finance Department and the Community
Services Department – Employment and Training
Division, for a total amount not to exceed $200,000, with a $100,000 limit per contract, for a three-year period from April 5, 2022, to June 30, 2025 - Human Resources
Department (Anil Comelo/Sharrone Taylor 510-620-
6600).
AGENDA
REPORT
April 5, 2022
DISCUSSION:
The City of Richmond currently has several critical and hard-to-fill vacancies on the Measure U Implementation Team. The Measure U Implementation Team requires a large pool of administrative support to field calls, provide information to our business owners, perform data entry, and support successful execution of this vital measure.
Unfortunately, since the formation of the Measure U Implementation Team, seven out of eight temporary Accounting Assistants found other employment or left for different reasons in the span of two weeks, which left the team in dire straits.
Therefore, it is in the City's best interest to utilize the services of temporary agencies to fill vacancies for these types of special projects or temporarily staff critical vacancies.
The advantage of using a temporary agency is that they often have a ready pool of candidates interested in temporary employment and therefore are not "job searching." In addition, the candidates have been thoroughly vetted and screened, thus saving the City considerable time, money, and effort and consequently allowing expedited placement of staff.
Engagement of the temporary agencies will not stop the City's efforts from recruiting for these critical positions. In addition, the City is implementing a cross-training program, particularly for the Measure U implementation, to give employees the opportunity to broaden their skillset and assist departments that are short-staffed. Thus far, in addition to the Accountant Assistant II hires, the City has opened job announcements for the Office Aide, Office Clerk/Cashier, and Administrative Student Intern classifications, and has partnered with the Community Services Department – Employment and Training (E&T) Division to conduct a specialized recruitment to staff the Measure U Implementation Team. Recruitments through the Human Resources Department and E&T’s YouthWORKS program continue to be the City’s priority, but recruitments take time. As the City continues our efforts, the establishment of the temporary agency pool will be a safety measure if staffing levels drop to critical levels again.
Per Section 2.52.330 of the City of Richmond's procurement code, the City is opting to utilize the Request for Proposals (RFP) or "piggyback" on a current procurement for similar services. The City of Oakland recently released an RFP and received five bids.
After a competitive process, in which two firms were screened out, the City of Oakland selected HR Management Staffing, AppleOne Employment Services, and TemPositions, to provide temporary staffing services to their city departments. The City of Richmond Human Resources staff sent an inquiry to the three agencies qualified through the City of Oakland’s RFP, and only received responses from AppleOne and TemPositions. Both responding agencies are well established, highly qualified, and have proven performance records on providing competent and skilled candidates.
RECOMMENDATION:
It is recommended that the City Council approves the establishment of a temporary agency pool.
April 5, 2022
DOCUMENTS ATTACHED:
Attachment 1 - TemPositions Service Contract
Attachment 2 - AppleOne Temporary Agency Service Contract Attachment 3 - City of Oakland RFP Vendor Summary
Attachment 4 - City of Oakland RFP
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.
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:
B y :
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
B y :
B y : T i t l e :
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
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:
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 PA YMENT 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 Contra ctor 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 a fter 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.
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:
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, C opyrights 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.
General Conditions/EJ/TE 01-19-11 3 of 13
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 C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue
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.