Agenda — Richmond City Council, April 26, 2022 (part 3 of 4)

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Page 137 of 387 ends

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.

Page 138 of 387 ends

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.

Page 139 of 387 ends

Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)

1. 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 Amendment 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.”

2. 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

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Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (SERVICE PLAN)
(CONTRACTOR’S OBLIGATION’S)

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

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Contract Amendment between the City of Richmond and

Amendment No. P.O./Contract No.

AMENDMENT PROVISIONS (AMENDMENT HISTORY)

The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.

Term Amendment (insert new termination date):________________________

Service Plan

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City of Richmond, California Independent Compliance and Regulatory Review | Charles River Associates | 200 Clarendon Street | Boston MA 02116 | (617) 425-3000 | www.crai.com | Scope of Review An Independent Compliance and Regulatory Review (“Independent Review”) of the City of Richmond’s swaps, derivatives, and bonds (“Derivative Transactions”) would examine all City transactions and proposals, to date: 1) Convertible Capital Appreciation Bonds – Series 2005B-1, Series 2005B-2 2) Bear Stearns Capital Markets swap executed on November 7, 2007 3) Royal Bank of Canada termination payment (approximately $40 million) paid to JP Morgan/Bear Stearns on behalf of the City 4) Royal Bank of Canada assumption of JP Morgan/Bear Stearns swap 5) Royal Bank of Canada 2014 Swaption a. Swaption payment from Royal Bank of Canada to City: $9.4 million b. Termination payment to Royal Bank of Canada from City: $20.3 million 6) 2021 swap termination proposal: a. City National Bank loan program b. Royal Bank of Canada swap termination c. Royal Bank of Canada new swap origination Charles River Associates’ Independent Review would encompass a detailed reviewed of the “deal file” for each Derivative Transaction, including, but not limited to: 1) Legal documents a. Offering materials b. Derivative agreements AND confirmations c. Opinions d. Disclosures and representations 2) Working group communications 3) Banking and derivative dealer a. Presentations b. Representations 4) Financial and swap advisor a. Reports b. Opinions c. Representations 5) Contemporaneous pricing data 6) Savings analyses and representations Attachment I

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April 26, 2022

Finance Department

DATE: April 26, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Anil Comelo, Interim Deputy City Manager

Subject:

Approve Contracts to Provide Underwriter, Swap Advisor, Bond Counsel, and Disclosure Counsel Services for the
Pension Obligation Bonds.

FINANCIAL IMPACT: None

PREVIOUS COUNCIL
ACTION:

April 6, 2021; October 5, 2021; December 7, 2021

STATEMENT OF THE
ISSUE:

The City currently has approximately $130 million in
Pension Obligation Bonds (POBs) that need to be
refinanced. Therefore, the City needs a Bond team in
place for the potential sale of municipal bonds. To that end, City staff conducted a Request for Qualifications
(RFQ) and have identified firms to assist with the
possible sale of municipal bonds.

RECOMMENDED ACTION:

APPROVE contracts with Loop Capital Markets and
Hilltop Securities to provide Co-underwriter Services in an amount of 0.30 percent of the principal amount
(approximately$480,000), and Legal Service Agreements
in an amount not to exceed $75,000 each with Jones Hall for Bond Counsel and $55,000 with Best Best & Krieger
for Disclosure Counsel services - Finance Department
(Anil Comelo/Delmy Cuellar 510-620-6600).

AGENDA
REPORT

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April 26, 2022
DISCUSSION:

The City currently has outstanding two series of pension obligation bonds ("POB's"), an approximately $18 million series maturing in 2023 (the "B-1 Bonds") and a $130 million series maturing in 2034 (the "B-2 Bonds"). The City needs to refinance the $130 million series. The City is also party to two interest rate swaps (the “Swaps”) associated with the 2005 Bonds. However, the swap for the B-2 Bonds (the “B-2 Swap”) is subject to mandatory early termination on August 1, 2023, before which time the City will need to either (a) arrange financing to pay the market value of the B-2 Swap upon such early termination (currently ~$30 million) or (b) amend the B-2 Swap to remove or delay the mandatory early termination. City staff is clear that the goal is to refinance the POBs with minimal cost and risk (recognizing that there is an inverse relationship between cost and risk). City staff will be seeking to provide the City Council with any private placement offers from banks. Additionally, the City Council will likely also be provided with the option to direct staff to seek conventional financing as a publicly offered municipal bond.

We are in a dynamic rate environment where interest rates are highly likely to increase significantly. In fact, the Fed has already indicated that the interest rate could be increased by as much as 1 percentage point in the next eight (8) weeks. Therefore, the sooner we can form a City bond team, the sooner we will be able to refinance the $160 million debt. (Including the termination fee of $30 million). We do note, however, that it is believed that the swap itself may negate any benefit from low interest rates because the termination payment amount is linked to the interest rate (such that as the interest rate increases, the swap payment decreases by a corresponding amount) and thus there may be zero savings on the B-2 Bonds regardless of when it is refinanced. City staff members and consultants are reviewing this further.

To ensure that the City is prepared to market the bonds, City staff conducted a Request for Qualifications (RFQ) processes which was sent out on March 28, 2022. A total of 5 firms provided responses to the Underwriter RFQ, 5 firms responded to the Bond Counsel RFQ, and the same 5 firms responded to the Disclosure RFQ. The Proposals were reviewed by the City’s bond team consisting of the City Attorney’s office, the City Manager’s Office, Finance Department, NHA Advisors, the City’s municipal advisor and the City’s consultant Mr. Gardner. After reviewing the submittals, City staff is recommending following firms in accordance with the RFQ:

Bond Counsel: Jones Hall, A Professional Law Corporation Jones Hall is a firm comprised of 16 attorneys, all of whom practice exclusively on municipal finance as bond counsel, disclosure counsel, underwriter’s counsel and special tax counsel. The firm operates from a single office in San Francisco. Jones Hall is organized as a professional law corporation and has been practicing continuously for more than 40 years.

Disclosure Counsel: Best, Best & Krieger
BB&K’s Public Finance practice group has acted as bond counsel and disclosure counsel for many pension obligations over 20 years.

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April 26, 2022
Both firms provide the requested services and each contract has been provided extra room for fees over the quoted proposal rate to accommodate expenses, validation action and complexities ($10,000 for Jones Hall, $5,000 for BBK).

Co -Underwriter: Loop Capital Markets and Hilltop Securities City staff and the City's municipal advisor, NHA Advisors, recommend that two bond underwriters, Loop Capital and Hilltop Securities, be retained as the City's bond underwriters for the purposes of refinancing the POBs. Loop Capital is the largest minority owned municipal bond underwriting firm in the nation and has been in business since 1997. Hilltop Securities is national municipal bond underwriting firm and a leader in the private placement of pension obligation bonds in California. Both firms are highly experienced in underwriting pension obligation bonds in general.

Loop Capital's proposal provided very helpful analysis on how to structure the refinancing to maximize the City's ability to retain its full pension tax override for the long term under the 2003 Huntington Beach State appellate court decision. This court decision restricts all California public entities with pension tax overrides to only levying the tax at a level consistent with CalPERS benefits in place prior to July 1, 1978. While the City's overall CalPERS payments for pre-July 1, 1978 benefits now exceed the "Huntington Beach limit" significantly, that may not be the case in the future. Since the City's pension tax override now generates about $25 million per year, this idea has the potential to save the City several million dollars.

In addition, Loop Capital's proposal offered the insight that for technical reasons the owners of the 2005 POB's may want to accept an offer by the City to be taken out of their bonds now through a refinancing, as opposed to holding them until they are callable on August 1, 2023. If so, such a "tender offer" could save the City several million dollars on the refinancing.

Hilltop Securities provided a letter in email form from a major bank indicating an interest in doing the entire 2005 POB refinancing as a private placement. Because the size of the refinancing, including the swap termination payment, may be as large as $160 million this indication of interest is a real "game changer". Prior to this, the largest pension obligation bond private placements have not exceeded $30 million.

A private placement has the advantage of shortening the financing schedule by several weeks and reducing the costs of issuance. Consequently, this offer through Hilltop Securities has great potential value to the City. In addition, the Hilltop Securities proposal also provided insights on how to protect the City's pension tax override revenues for the long term.

The City will enter into a smaller contract of under $10,000 with Hilltop Securities to obtain consulting services related to Swaps. In particular, the City will include appropriately qualified/certified Hilltop Securities staff as part of the City team in meetings with RBC regarding Swaps and the termination fee.

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April 26, 2022
Municipal bond underwriting firms are compensated for selling a bond issue through receiving a portion of the proceeds of the bond sale as a contingent fee. This is commission is called the "underwriter's discount". It includes compensation for both the bond salespeople and for actual investment bankers who will work on analyzing and structuring the bond issue prior to sale. The practice of having two different bond underwriting firms work on the same transaction can result in a modest increase in the overall cost of the bond underwriting with respect to just the amount paid for the investment bankers, but not for the sales personnel. This cost impact for the proposed underwriting team for the 2005 POB's is shown below:

Hilltop
Securities
Loop
Capital
Hilltop and Loop
Capital as "Co-
Managers"
Proposed
underwriter's
Discount 0.232% 0.250% 0.30%
Total
underwriter's
discount
assuming a $160
million bond issue

371,200

400,000

480,000
Total proposed
increase in
underwriter's
discount:

108,800
As a % of a $160
million bond issue 0.068%

As shown above, the City will pay approximately $100,000 more for the benefit of having two bond underwriting firms on this transaction. Here are the extra benefits the City receives from this extra cost:

- Having the option of both a private placement and a public offering - Having "two sets of eyes" from experienced investment bankers on this complex transaction
- Having good insights on how to preserve the City's pension tax override revenues for the long term from two different firms
- Loop Capital, a minority owned firm taking a leading role on a major bond underwriting for the City
- Hilltop Securities has a swap trading operation that can provide timely market information for the City's finance team on the RBC swap

The City's finance team believes that these extra benefits justify the increased cost. As noted in the table above, given the size of this transaction, these extra costs amount to less than 7/100 of 1 percent of the amount of the bonds proposed to be issued.

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April 26, 2022
Swap Advisor: Hilltop Securities will also act as a swap advisor for the City in an amount not to exceed $10,000.

DOCUMENTS ATTACHED:

Attachment 1 - Bond Counsel Contract – Jones Hall
Attachment 2 - Disclosure Counsel Contract- Best Best & Krieger Attachment 3 - Contract from Underwriter, including swap advisor Loop Capital Markets Attachment 4 - Contract from Underwriter, including swap advisor Hilltop Securities

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1 LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND

JONES HALL

PREAMBLE

This legal services agreement (“Agreement”) is made and entered into on this 26 day of April 2022 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and JONES HALL comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 475 Sansome Street, Suite 1700, San Francisco, Ca 94111 Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS

The following recitals are as follows:

A. City desires to secure professi onal services more fully described in this Agreement; and,

B. Special Counsel represents th at it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.

AGREEMENT PROVISIONS

The Parties agree as follows:

1. RETENTION OF FIRM .

A. City hereby confirms, retains and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.

B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.

C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from time to time under the terms and conditions of this Agreement.

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2 2. DESCRIPTION OF SERVICES TO BE PROVIDED .

See “Scope of Work” in Exhibit A.

3. TERM OF AGREEMENT.

The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on April 26, 2024, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.

4. ASSIGNMENT OF DUTIES.

It is contemplated that no other attorney will be assigned from Special Counsel other than JONES HALL ATTORNEY(S) It is agreed by and between the Parties that should it be desirable for any attorney other than JONES HALL ATTORNEY(S) to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.

5. PUBLIC FUNDING.

Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost effective representation in all aspects of this Agreement.

6. PAYMENT FOR SERVICE.

In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.

Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.

Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney. . In certain circumstances, special counsel’s fees for services may be contingent on the issuance of debt as provided in Exhibit A. In such circumstances, the City, in its sole discretion, may determine not to pay the consultant

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3 unless the debt issues or may pay consultant based on a reasonable hourly rate should the debt not issue, subject to an itemized invoice following the determination of the City not to undertake the transaction of tasks performed and hours worked.

7. BILLING INVOICES.

Special Counsel shall, within thirty (30) days after the transaction in which services are performed under this Agreement closes, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected].

8. PROJECT PLAN AND BUDGET AND RESERVES.

Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget) and Exhibit D (Mandatory Case Reporting Policy), when the case is reportable to the City’s excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is reportable to CJPRMA, Special Counsel shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.

9. LITIGATION GUIDELINES.

When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.

10. BILLING.

Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.

11. STATUS REPORTS.

Special Counsel shall, every thirty (30) days, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding

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4 month, the current status of each pending matter, results obtained or expected to be obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please keep the status reports brief and spend no more than one (1) hour billing for your time.

Please also attach any referenced filings to your status report.

12. TERMINATION.

Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable in accordance with the compensation terms of this agreement.

Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.

13. CONFLICTS OF INTEREST.

A. No member of the governi ng body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.

B. Special Counsel agrees to secu re the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.

14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law,
without the prior written approval of the City Attorney.

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5 15. AUDITS, RECORDS, AND DOCUMENTATION.

A. The City and any other federa l, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.

B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City.

Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.

16. NON-DISCRIMINATION.

A. Special Counsel agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Ri chmond, obligatin g every contra ctor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting pra ctices on the basis of the race, color, sex, sexual o rientation, gender identity, r eligious creed, national origin or ancestry of any employee, any applicant for employmen t or any potential subcontractor. Said Section 2.28.030 is, by this reference, a part of this Agreement.

B. If Special Counsel is found in violation of the nondiscriminati on provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it wil l be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.

17. HOLD HARMLESS/INDEMNIFICATION.

Special Counsel shall indemnify and hold harmless the City and its officers, employees, and elected officials, commissions a nd representatives (“Indemnitees”) from and against any and all losses, claims, demands, damages, liabilities, actions, judgmen ts, awards, costs and expenses (including attorney’s fees and co sts of litigation) (collective ly, “Claims”) sustained by the City and Indemnities that are proximately caused by, or result in whole or in part from , the negligent acts, errors or omissions of Special Counsel in connection with its performance of legal services under this Agreement.

18. INSURANCE REQUIREMENTS.

Special Counsel shall maintain in full force and effect the following insurance policies:

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6 A. Commercial general liab ility policy (bodily injury and property damage); B. Worker’s compensation/ employer’s liability policy;
C. Business automobile liab ility insurance policy; and, D. Professional liability policy.

Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit G, attached to this Agreement and incorporated by this reference.

19. CONFIDENTIALITY AND MEDIA STATEMENTS.

The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney. Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney.

20. AMENDMENTS.

This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.

21. ENGAGEMENT OF OTHER COUNS EL, SPECIALISTS, OR EXPERTS.

Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.

22. NOTICES.

All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and to Special Counsel at its principal place of business listed on page one of this Agreement.

Either Party may change its address for receipt of notices under this Agreement by notice

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7 given in the manner provided herein.

23. LAW GOVERNING AGREEMENT.

This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.

24. INVALID PROVISIONS.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.

25. LICENSE REQUIREMENTS.

Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.

26. SANCTUARY CITY CONTRACTI NG ORDINANCE COMPLIANCE
STATEMENT.

Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18). Contractor must submit the Sanctuary City Compliance Statement included herein as Exhibit F along with the bid or proposal prior to execution of the contract.

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8 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

JONES HALL

By:_______________________________

Title:_____________________________

CITY OF RICHMOND

____________________________
Mayor/ City Manager

Name:
______________________

APPROVED AS TO FORM:

__________________________
Interim City Attorney

ATTEST:

__________________________
City Clerk

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Exhibit A

9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES

Scope of work: Serve as bond counsel to the City on the refinancing of the City’s pension obligation bonds.

Special Counsel shall perform the following services:

Preparation/Review of Documents
A. Counsel shall prepare and/or rev iew the various documents relat ing to the authorization, issuance, refinancing, sale and/or delivery of pension obligati on bonds, as applicable, including but not limited to:

1. City Council ordinances, resolut ions, or, if applicable, supple ments to existing resolutions, indentures or trust agreements authorizing and approving the refinance, sale and issuance of bonds and prescribing the terms, form, sec urity, and other provisions relating thereto;

2. Any and all other resolutions o r ordinances of the City Council and other related entities, as appropriate, in connection with the financing or refinancing;

3. Negotiation of agreements relating to the issuance or reissuanc e of securities with underwriters, including the purchase contract;

4. The preparation of any financing/ refinancing/security document, including ordinances, resolutions, installm ent purchase agreements, lease s, any required continuing disclosure agreement or certificate, and/or indentur es of trust or trust agreement, if any;

5. Final closing papers to be execu ted by the City required to eff ect refinancing or delivery of the bonds, including tax agreements and escrow agre ements, and coordination of the bond issuance / refinance closing;

6. Closing transcripts provided in electronic form;

7. Any other agreements and documents in connection with the finan cing or refinancing of bonds, including investment-related contracts;

8. Summaries of any and all of the aforementioned legal documents included in the official statement;

9. A s s i s t a n c e t o C i t y s t a f f i n p r e paration of explanations or pres entations to City Council as may be requested; and

10. If necessary, a memorandum discussing the legal theory by which the City has the authority to issue or refinance the proposed bonds or other iss ues related to the refinancing.

11. Such opinions and/or certifications as may be required or reque sted in connection with the bonds.

Opinions
A. Counsel shall be required to render a customary approving legal opinion with respect to the issuance or refinancing of b onds in such form and subject t o such reasonable exceptions, qualifications and limitations as are customarily accepted in legal opinions for similar financings, as such opinions are acceptable to the City Attorney. Such approving opinion shall address the following:

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Exhibit A

10 1. All agreements relating to the bonds have been duly and validly authorized, executed and delivered by the issuer and constitute valid, legal and binding obligations;

2. All authorizing resolutions and ordinances of the City with res pect to the bonds have been duly adopted in accordance with the City Charter and laws of the state;

3. The bonds constitute valid, legal and binding obligations;

4. Such traditional matters concerni ng tax-exemption or other supp lemental opinions depending on type of bond issue.

1. The delivery of the Purchase Contract and official statements has been duly authorized and approved;

2. The statements relating to the bonds contained in the official statement, insofar as such statements purport to summarize certain provisions of the bonds , opinions and documents relating to the bonds, are accurate in all material respects;

3. The purchase contract, if any, has been duly executed and delivered by the Cityr and is a valid and binding agreement of the issuer;

4. The bonds are exempt from the registration requirements of the Securities Act of 1933, as amended, and the financing document is exempt from qualification under the Trust Indenture Act of 1939, as amended.

Cooperation and Advice
A. Counsel shall cooperate with the City Attorney, City Manger, th e Finance Department, Finance team, and any other City department involved in the pla nning, implementation, and execution of any project plan of finance. Moreover, Counsel shall advise the City and perform such other services as are customarily performed by bon d counsel and/or disclosure counsel in similar financings and refinancings.

B. Counsel shall analyze the eligibility of the project to be financed or refinanced through the issuance of bonds under state law.

C. Counsel shall provide legal advice and opinions regarding pending or proposed federal or state legislation, actions or policies which could have a bearing on a prospective financing by the City or affect any of the City’s outstanding issues.

D. Counsel shall advise on the alternative financing structures and whether such options may better achieve the City’s particular goals for a given transaction.

E. Counsel shall work with the City Attorney regarding the structu ring, conduct and documentation of any due diligence with respect to any Transaction.

Such other advice or opinions as may be requested by the City s taff, Underwriter or City Attorney in connection with a particular bond issue.

Defeasance Opinion
A. As required for a particular issue, Counsel will, in addition to the opinions identified above, deliver to the City a defeasance opinion for refunding transactions to the effect that:

1. All the conditions in the financ ing/refinancing document concer ning the satisfaction and discharge of such financing/refinancing document have been satisfied;

2. The bonds have been legally defeased.

B. Counsel shall draft or assist in drafting any necessary notices of defeasance or redemption.

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Exhibit A

11 Judicial Validation

As may be required for a particular issue, and/or the direction of the City Attorney, Counsel may be requested to provide assistance or services with respect to judicial validation of the bonds.

Meeting Attendance. At the direction of the City Attorney, Counsel will attend, either in-person or telephonically, working group meetings, and as required, meetings/hearings of commissions, departments, the City Council, and any other meetings of related entities of the City.

Third Party Inquiries. In consultation with the City Attorney, Counsel will assist with responses to questions from rating agencies, underwriters, trustees and other parties as necessary.

Amendment of Existing Documents. At the direction of the City Attorney, Counsel will assist in drafting and/or reviewing any amendments to any existing security or other governing documents relative to the transaction, and will, in addition to the opinions identified above, deliver to the City an opinion that such amendment will not, in and of itself, have a material adverse effect on the interests of the holders of the bonds or cause interest on the bonds to be includable in gross income for federal income tax purposes.

Schedule of Fees & Charges:

Flat Fees, contingent on closing of the transaction as provided in its proposal.

Bond Counsel $55,000
Validation Counsel $10,000
An additional $10,000 is provided for expenses and should the work involve increased complexities.

COMPENSATION

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Seventy-five Thousand Dollars ($75,000) for attorneys’ fees and reimbursements.

Special Counsel shall be compensated on a contingent basis for the refunding in the amount of $55,000 as provided in its proposal and $10,000 for a Validation Action, if any. An additional $10,000 has been provided for expenses or should the work involve increased complexities and may be provided if determined by the City Manager and City Attorney.

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Exhibit B

12 BILLING PROTOCOLS/GUIDELINES

The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.

These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.

Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.

I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). h. k. To the extent the attorney s are paid on a fixed fee contract for fees and expenses, the provisions above shall not apply unless the S pecial counsel
requests compensation and fees on an hourly basis should the transaction not

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Exhibit B

13 close at such time. Therefore consultant shall maintain records of its time, costs and expenses.

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Exhibit B

14 i.

II. BILLING GUIDELINES

a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.

When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. Th e City may
request that the assigned work be instead handled by the primary attorney.

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Exhibit B

15 h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
q. k. To the extent the attorney s are paid on a fixed fee contract for fees and expenses, the provisions above shall not apply unless the Special counsel requests compensation and fees on an hourly basis should the transaction not close at such time. Therefore consultant shall maintain records of its time, costs and expenses.

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Exhibit B

16 r.

III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
 Actual printing costs;
 Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
 Actual cost of postage (including express mail delivery charges);  Facsimile charges at the rate of $0.25 per page;
 Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services; Unless stated in Special Counsel’s proposal or approved by the City Attorney, computer research is not billable.  Actual cost of long distance telephone calls;
 Transcription and reporter's fees; and
 Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill.

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Exhibit B

17 i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.

k. To the extent the attorney s are paid on a fixed fee contract for fees and expenses, the provisions above shall not apply unless the Special counsel requests compensation and fees on an hourly basis should the transaction not close at such time.

Therefore consultant shall maintain records of its time, costs and expenses.

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Exhibit B

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Exhibit C

19 PROJECT PLAN AND BUDGET

Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
 Anticipated total costs;
 The primary issues;
 The probability of success; and
 A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
 Pre-commencement (legal and factual research for the complaint or answer);  Pleadings;
 Preliminary motions;
 Initial discovery;
 Factual investigation of merits (interviewing clients, employees and third parties);
 Review and abstract City's documents;
 Expert (non-medical) investigation and reports;
 Medical experts and examinations;
 Legal research on merits;
 More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
 Settlement negotiations;
 Trial preparation; and
 Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.

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Exhibit C

20 h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.

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Exhibit D

21 California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Cover age, the following rule is applicable to all cases reported to CJPRMA.

The Authority shall be entitled to complete access to the cover ed party’s claim file, the defense attorney’s complete file , and all investigation materia l and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litig ation and any significant devel opments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.

In addition, the CJPRMA Board of Directors has adopted the foll owing mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of li ability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liability picture ma y develop as discovery is ongoing, but this does not excuse the responsibili ty of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but al so permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, includ ing any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liability; any requests for additional investigation; a brief outline of t he discovery planned; and an evaluation of anticipated lit igation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so t hat the member entity and CJPRM A can set cost and loss reserves as necessary.
3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on wh ich a court establishes such date.
4) Defense counsel is responsible to report, in writing, all settl ement demands or offers within one week of the time the offer is made or the demand is received.

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Exhibit D

22 5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi-page deposition sum mary, but must, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of th e effect of the deposit ion testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if lia bility is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors ( s u c h a s l o c a l j u r y tendencies, appearance of important witnesses, etc.) that may a ffect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.

This policy is designed to protect the member entity and CJPRMA , so that they can make informed litigation decisions on reported cases. Past experienc e has shown that defense counsel retained by the member entities of CJPRMA are high-cali ber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in eval uating counsel’s performance.

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Exhibit E

23 LITIGATION GUIDELINES

The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.

Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.

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Exhibit F

24 SANCTUARY CITY COMPLIANCE STATEMENT

The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”).

Contractor understands the meaning of the following terms used in the SCCO:

a. "Data Broker” means either of the following:

i. The collection of information, including personal informatio n about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;

ii. The aggregation of data that was collected for another purp ose from that for which it is ultimately used.

b. “Extreme Vetting” means data mining, threat modeling, predic tive risk analysis, or other similar services."

Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at _________ , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)

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Exhibit G
25 City of Richmond - Insurance Requirements - Type 2:

Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

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

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

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

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

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

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

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

5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ 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.

General Liability
(primary and excess
limits combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

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Exhibit G
26 City of Richmond - Insurance Requirements - Type 2:

Professional Services

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

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

ROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million

REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o

Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.

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Exhibit G
27 City of Richmond - Insurance Requirements - Type 2:

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

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

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1 LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND

BEST, BEST, & KREIGER

PREAMBLE

This legal services agreement (“Agreement”) is made and entered into on this 26 th day of April
2022 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and BEST, BEST, & KREIGER comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 2001 n. Main Street, Suite 390, Walnut Creek., Ca 94596 Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS

The following recitals are as follows:

A. City desires to secure professi onal services more fully described in this Agreement; and,

AGREEMENT PROVISIONS

The Parties agree as follows:

1. RETENTION OF FIRM .

B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.

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2 2. DESCRIPTION OF SERVICES TO BE PROVIDED .

See “Scope of Work” in Exhibit A.

3. TERM OF AGREEMENT.

4. ASSIGNMENT OF DUTIES.

It is contemplated that no other attorney will be assigned from Special Counsel other than BEST, BEST, & KREIGER ATTORNEY(S) It is agreed by and between the Parties that should it be desirable for any attorney other than BEST, BEST, & KREIGER ATTORNEY(S) to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.

5. PUBLIC FUNDING.

6. PAYMENT FOR SERVICE.

Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.

Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney. In certain circumstances, special counsel’s fees for services may be contingent on the issuance of debt as provided in Exhibit A. In such
circumstances, the City, in its sole discretion, may determine not to pay the consultant

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7. BILLING INVOICES.

8. PROJECT PLAN AND BUDGET AND RESERVES.

9. LITIGATION GUIDELINES.

When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.

10. BILLING.

11. STATUS REPORTS.

Special Counsel shall, every thirty (30) days, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding month, the current status of each pending matter, results obtained or expected to be

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4 obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please keep the status reports brief and spend no more than one (1) hour billing for your time.

Please also attach any referenced filings to your status report.

12. TERMINATION.

Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.

13. CONFLICTS OF INTEREST.

14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.

15. AUDITS, RECORDS, AND DOCUMENTATION.

A. The City and any other federa l, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and

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5 the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.

Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.

16. NON-DISCRIMINATION.

17. HOLD HARMLESS/INDEMNIFICATION.

Special Counsel agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, it s City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs , judgments and expenses (including attorney’s fees and costs of litigation) which in wh ole or in part result from, or arise out of, any negligent act s, errors or omissions (includin g, without limitation, professional negligence) of Sp ecial Counsel, its employees, rep resentatives, subcontractors, or agents in connection with the performance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or to rt or patent, copyright, trad e secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general

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6 public).

18. INSURANCE REQUIREMENTS.

Special Counsel shall maintain in full force and effect the following insurance policies:

A. Commercial general liab ility policy (bodily injury and property damage); B. Worker’s compensation/ employer’s liability policy;
C. Business automobile liab ility insurance policy; and, D. Professional liability policy.

19. CONFIDENTIALITY AND MEDIA STATEMENTS.

20. AMENDMENTS.

21. ENGAGEMENT OF OTHER COUNS EL, SPECIALISTS, OR EXPERTS.

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7 22. NOTICES.

Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.

23. LAW GOVERNING AGREEMENT.

24. INVALID PROVISIONS.

25. LICENSE REQUIREMENTS.

26. SANCTUARY CITY CONTRACTI NG ORDINANCE COMPLIANCE
STATEMENT.

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BEST, BEST, & KREIGER

By:_______________________________

Title:_____________________________

CITY OF RICHMOND

____________________________
Mayor/ City Manager

Name:
______________________

APPROVED AS TO FORM:

__________________________
Interim City Attorney

ATTEST:

__________________________
City Clerk

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Exhibit A

9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES

Scope of work: Special Counsel shall act as disclosure counsel in connection with a refinancing of the City’s pension obligation bonds. The scope of work shall include:

A. Disclosure Counsel shall structure due diligence and documentat ion regarding the preparation or review of any City disclosure document, includin g but not limited to, assisting in thepreparation of an annotated version of a disclosure document indicating the sources for the information contained in such disclosure document.

B. Disclosure Counsel shall prepare the preliminary official state ment and the official statement, to which regard Disclosure Counsel would be expected to attend all meetings at which the official statement is discussed and to make comments, as appropriate; C. Disclosure Counsel shall prepare the Continuing Disclosure Certificate.

D. Disclosure counsel shall provide s ufficient training for the Ci t y t o a s s i s t t h e c i t y i n accomplishing sufficient disclosure for the current transaction and to enable the city to identify and carry out future disclosure requirements.

E. Disclosure Counsel shall deliver b y letter customary 10(b)-5 op inions to the City and Underwriters to the effect tha t, based upon its participation i n the bond issuance and/or refinance transactions and wit hout undertaking independent veri fication, no information came to attention that would cause it to believe that, as of the date of the official statements and as of the dates of closing, the official statements contain any untrue statements of a material fact or omit any material fact required to be stated t herein or necessary to make the statements therein, in light of the circumstances under whi ch they were made, not misleading in any material respe ct—except no opinion need be ex pressed regarding the information contained in certain appendices to the official sta tements containing the engineering or statistical data or forecasts, numbers, estimate s, charts, projections, assumptions or expressions of opi nion, the information regardin g the Depository Trust Company (as applicable), or the terms of any policy of insurance.

F. At the direction of the City Attorney, Counsel will attend, either in-person G. or telephonically, working group meetings, and as required, meetings/hearings of commissions, departments, the City Council, and any other meetings of related entities of the City.

H. In consultation with the City Attorney, Counsel will assist with responses to questions from rating agencies, underwriters, trustees and other parties as necessary.

Disclosure counsel shall assist the City in any questions related to the securities laws as requested by the City.

J. Disclosure counsel shall assist the city in such tasks as may be traditional disclosure counsel tasks.

City of Richmond Contact Attorney: Interim City Attorney

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Exhibit A

10 Schedule of Fees & Charges:

Hourly Rates. Not applicable to contingent fee for disclosure counsel services.

PARTNER(S) and OF COUNSEL $675/hour
ASSOCIATE(S) $450/hour PARALEGAL(S) and LAW CLERKS $300/hour

Disclosure Counsel fees of $50,000 shall be paid at closing of the transaction. An additional $5,000 is provided for expenses and should the work involve increased complexities.

COMPENSATION

Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.

Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Fifty-five Thousand Dollars ($55,000) for attorneys’ fees and reimbursements.

Special Counsel shall be compensated on a contingent basis for the refunding in the amount of $50,0000 as provided in its proposal. An additional $5,000 has been provided for expenses or should the work involve increased complexities and may be provided if determined by the City Manager and City Attorney.

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Exhibit B

11 BILLING PROTOCOLS/GUIDELINES

These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.

I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). h. To the extent the attorneys are paid on a fixed fee contract for fees and expenses, the provisions above shall not apply unless the Speci al Counsel
request compensation and fees on an hourly basis should the transaction not

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Exhibit B

12 close at such time. Therefore, Special Counsel shall maintain records of its time, costs and expenses.

II. BILLING GUIDELINES

a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed unless otherwise stated
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.

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Exhibit B

13 h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
q. k. To the extent the attorneys are paid on a fixed fee contract for fees and expenses, the provisions above shall not apply unless the Special Counsel request compensation and fees on an hourly basis should the transaction not close at such time. Therefore, Special Counsel shall maintain records of its time, costs and expenses..

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Exhibit B

14  Facsimile charges at the rate of $0.25 per page;
 Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services; Unless stated in Special Counsel’s proposal or approved by the City Attorney, computer research is not billable.  Actual cost of long distance telephone calls;
 Transcription and reporter's fees; and
 Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy. b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities. k. To the extent the attorneys are paid on a fixed fee contract for fees and expenses, the provisions above shall not apply unless the Special Counsel request compensation and fees on an hourly basis should the transaction not close at such time. Therefore, Special Counsel shall maintain records of its time, costs and expenses..

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Exhibit C

15 PROJECT PLAN AND BUDGET

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Exhibit C

16 h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.

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Exhibit D

17 California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Cover age, the following rule is applicable to all cases reported to CJPRMA.

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Exhibit D

18 5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi-page deposition sum mary, but must, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of th e effect of the deposit ion testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if lia bility is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors ( s u c h a s l o c a l j u r y tendencies, appearance of important witnesses, etc.) that may a ffect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.

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Exhibit E

19 LITIGATION GUIDELINES

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Exhibit F

20 SANCTUARY CITY COMPLIANCE STATEMENT

Contractor understands the meaning of the following terms used in the SCCO:

a. "Data Broker” means either of the following:

ii. The aggregation of data that was collected for another purp ose from that for which it is ultimately used.

b. “Extreme Vetting” means data mining, threat modeling, predic tive risk analysis, or other similar services."

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)

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Exhibit G
21 City of Richmond - Insurance Requirements - Type 2:

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

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

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

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

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

5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

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Exhibit G
22 City of Richmond - Insurance Requirements - Type 2:

Professional Services

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

ROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million

REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o

Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

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Exhibit G
23 City of Richmond - Insurance Requirements - Type 2:

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

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.

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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:

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.

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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

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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:

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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.

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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:

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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,

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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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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.

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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

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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

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City reserves the right to employ other Contractors in connection with the project.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view

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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.

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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):

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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.

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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:

2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein.

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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:

LIST OF ATTACHMENTS:

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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:

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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.

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.

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For the Contract between the City of
Richmond and

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

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:

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EXHIBIT D

GENERAL CONDITIONS

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import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

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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:

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15. Indemnification.

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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.

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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.

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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.

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.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and

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City reserves the right to employ other Contractors in connection with the project.

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

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Richmond City CouncilApril 26, 2022

Richmond City Council
April 26, 2022