Richmond City Council
May 3, 2022

City of Richmond Rent Program
Request for Proposals – Collection Agency Services

INTRODUCTION

The following provides general information and instructions for applying for funds from the City of Richmond Rent Board for the services described below to be performed in Fiscal Year (FY) 2019- 2020. This document contains the requirements that all proposers must satisfy and/or complete.

Through this Request for Proposals (RFP), the Board invites qualified firms and agencies to provide collection services for the Board’s Delinquent Landlord Accounts. The goal of the collection services is to capture any and all outstanding revenue owed to the Rent Program to support the agency’s long-term financial sustainability.

Utilizing funds provided by the Rent Board’s Residential Housing Fee, this RFP seeks to contract with one firm or agency to meet the goal of this RFP. The Rent Board expects to award a contract according to the table set forth below.

Program FY 19-20
Funding
Funding
Source
Amount
Awarded
Approx. # of Awards
Collection
Services
Rental
Housing Fee
revenue
(contingency)
Residential
Housing
Fee
Contingency:

Percentage based
on amount
collected
1 Funding for the program will be provided for the 2019-20 Fiscal Year with the option to extend at the Rent Board’s sole discretion and contingent upon funding availability and performance. The Rent Board’s contracts are typically based on the fiscal year calendar, July 1 to June 30. The Rent Board expects the agreements to be executed during the week of July 29, 2019. Agreements for the first year may be executed for a period of up to one year, ending June 30, 2020, with the possibility of renewing the contract for additional years.

The selected proposer(s) will be required to enter into an agreement with the Rent Board containing the terms and conditions set forth in Attachment A: City of Richmond Rent Board Standard Contract. If you have any exceptions to the standard terms and conditions, you must note them in your proposal; otherwise, none will be considered or granted.

The Rent Board reserves the right to accept or reject any item or group(s) of items of a response/proposal. The Rent Board also reserves the right to waive any informality or irregularity in any proposal. Additionally, the Rent Board may, for any reason, decide not to award an agreement as a result of this RFP or cancel the RFP process. The Rent Board shall not be obligated to respond to any proposal submitted, nor be legally bound in any manner by submission of the proposal. The Rent Board is not required to accept the proposal with the lowest price. Responses will be evaluated to determine the most advantageous proposal based on a variety of factors as discussed herein. The

City of Richmond Rent Program
Request for Proposals – Collection Agency Services
Rent Board reserves the right to negotiate with any or all proposers on cost proposals, assigned staff and program deliverables.

Statistical information contained in this RFP is for informational purposes only. The Rent Board shall not be responsible for the complete accuracy of said data. The Rent Board reserves the right to verify any information provided during the RFP process and may contact references listed or any other persons known to have contracted with the proposer. The Rent Board reserves the right, without limitation, to execute an agreement with one or more proposers based solely on the proposal and any approved additions, and to enter into a separate agreement with another agency in the event that the originally selected proposer defaults or fails to execute an agreement with the Rent Board.

BACKGROUND

The City of Richmond Rent Board was established following voter approval of Measure L in November 2016. The Richmond Rent Board is charged with implementation of the Rent Ordinance and the Richmond Rent Program is an extension of the Richmond Rent Board, charged with the administration of the Rent Ordinance. An estimated 19,259 rental units throughout the City of Richmond are covered by the Rent Ordinance.

The Rent Ordinance, found in Richmond Municipal Code Section 11.100, and its companion Regulations, aims to “promote neighborhood and community stability, healthy housing, and affordability for renters in the City of Richmond by controlling excessive rent increases and arbitrary evictions to the greatest extent allowable under California law, while ensuring Landlords a fair and reasonable return.” To achieve its purported goal, the Rent Ordinance regulates both rents and evictions for those rental units that are covered by the Rent Ordinance’s provisions.

Some of the Rent Ordinance ’s integral provisions do the following: 1) Limits annual rent increases to one hundred percent (100%) of the percentage increase in the Consumer Price index as reported and published by the U.S. Department of Labor, Bureau of Labor Statistics, for the 12 -month period ending as of March of the current year ; 2) Authorizes both Landlords and tenants to submit petitions with the Richmond Rent Program seeking either an additional increase in rent due to a lack of Fair Return or decrease in rent due to an inhabitable premise or decrease in services ; 3) Eliminates no cause evictions and requires Landlords have at least 1 of the 8 Just Cause basis for eviction as codified in Richmond Municipal Code Section 11.100.050. Just Cause is a provision of law that prohibits Landlords from taking any “action to terminate any tenancy, including but not limited to, making a demand for possession of a Rental Uni t, threatening to terminate a tenancy verbally or in writing, serving any notice to quit or other eviction notice, or bringing any action to recover possession or be granted recovery of possession of a Rental Unit” unless a Landlord pleads and proves a Jus t Cause basis for the termination of tenancy and compliance with the Rent

City of Richmond Rent Program
Request for Proposals – Collection Agency Services
Ordinance; 4) Prohibits retaliatory evictions and e stablishes tenants’ rights to relocation benefits when facing “no -fault” Just Cause eviction ; and 5) Establishes a Rent Board to execute and administer the provisions of the Rent Ordinance through rules, regulations, resolution, contracts, and legal action.

To enforce the regulatory goal of the Rent Ordinance, the Rent Board passes an annual budget and funds that budget by cha rging Landlords a Residential Rental Housing Fee. The adopted budget and Rental Housing Fees for years prior are contained in the table below. It is anticipated that the FY 2019-20 Rental Housing Fee will be billed in August or September 2019.

Table 1. Expense and Revenue Summary
FISCAL

YEAR FEE

BUDGETED
AMOUNT

FUNDS

EXPENDED

REVENUE

COLLECTED

ESTIMATED

REVENUE

CAPACITY

BASED ON

UPDATED
UNIT
COUNT1

ESTIMATED

PERCENT
OF

POTENTIAL

REVENUE

COLLECTED
2017-182
FY 16-17
(partial):
$1,150,433 $1,967,837 $2,173,7783 $2,792,555 77.8%4
FY 17-18:
$2,425,338
2018-195 $2,804,925 $1,757,550 $1,740,815 $2,550,164 68.3%

Additional information about the Rent Program and its services is accessible at www.richmondrent.org.

1 This figure represents the total possible revenue that could be collected, calculated by multiplying the adopted fee by the updated number of total rental units based on the Rent Program’s updated unit count information. 2 Includes the Fiscal Year 2016-17 Rental Housing Fee (December 2016 – June 2017) 3 This figure includes revenue collected in Fiscal Year 2017-18 for both the Fiscal Year 2016-17 and Fiscal Year 2017-18 fees.
4 This figure represents the percentage of potential revenue for both FY 16-17 and FY 17-18 collected in FY 17-18, during the concurrent billing cycle.
5 Amount of expended funds and revenue collected reflects July 2018 – April 2019.

City of Richmond Rent Program
Request for Proposals – Collection Agency Services

REQUESTED SERVICES

The Board intends to obtain the services of a full -service collection agency (Agency) to provide revenue collection service for unpaid and delinquent accounts receivable to complete collections on delinquent Residential Rental Housing where Landlord s have an outstanding fee owed for longer than sixty (60) days and have not been in communication with the Richmond Rent Program regarding the outstanding fee.

ELIGIBILITY REQUIREMENTS

The exact range and extent of services is subject to negotiation, but at a minimum must include professional services and dedicated personnel to perform the following scope of services:

1) Agency shall provide collection services for debts owed to the Board for Delinquent Residential Rental Housing Fee.
2) Agency shall designate a manager for the Board’s account who will be the Board’s primary contact with the Agency.
3) Board shall submit delinquent accounts for collection via hard copy, e-mail, electronic file, or in writing. Agency shall provide acknowledgement within 10 days of account placement via the same method that the account was submitted.
4) Board shall provide documentation to Agency for each account, including name, any available customer information, last known address, account number, and balance due 5) Agency shall make a minimum of three written or telephone contacts for each account (unless the account clears sooner) within forty-five (45) days of receipt of account. 6) Agency shall discuss their recommended use of skip tracing on delinquent accounts. Agency to provide specific tools used to conduct skip tracing. 7) Agency should indicate whether the Board will have access to the Agency’s database in order to determine the progress of the collection efforts.
8) Agency shall maintain complete records of each account referred by the Board, including all correspondence, documents, account records, transactions and a detailed log of all collection efforts of actions. These records shall be retained for a minimum of three years after termination of collection actions on each account.
9) Agency shall provide the Board a monthly report on the status of each account including; account number, customer name, the amount received, the charges waived, the balance due and date of last payment, and the actions taken on the account. Agency should immediately advise the Board of any account that is paid in full or deemed uncollectible. If an account is deemed uncollectible, information regarding this determination must be p rovided to the Board.
10) Agency shall provide to the Board quarterly financial summary reports including totals for receipts, net accounts receivable, total accounts receivable and collection percentage.

City of Richmond Rent Program
Request for Proposals – Collection Agency Services
11) Agency shall provide to the Board an annual financial summary report as of June 30 (Board’s fiscal year end) including totals for receipts, net accounts receivable, total accounts receivable and collection percentage. This report should be submitted to the Board no later than July 30th of each year.
12) At any time, all records of the agency pertaining to the Board shall be subject to inspection, review, or audit by the Board or its agent during the contract period and for three (3) years after the termination of the contract.
13) Agency shall guarantee the confi dentiality, security and safety of all files, documents and information provided by the Board, except as to disclosure required by federal and state laws and regulations.
14) Agency will exercise its best ethical, prudent, lawful and professional efforts to se cure collections on all accounts referred by the Board. Collections activities shall comply with all federal, state and local laws, including but not limited to the Federal Fair Debt Collection Practices Act.
15) Agency will process all customer payments in accordance with applicable Payment Card Industry (PCI) security requirements.
16) In accordance with the Fair and Accurate Credit Transaction Act (FACT), the vendor must have an identity theft prevention program in place.
17) Agency shall report all uncollectible accounts to the major credit bureaus. Reporting must be done in accordance with all federal, state and local laws, including but not limited to, the Fair Debt Collections Practices Act, the Federal Equal Credit Opportunity act, and the Consumer Credit Protection Act. Agency shall not report accounts to the credit bureaus until the agency has worked the account for forty-five (45) days. At the request of the Board, the Agency shall remove an account notification from all the affected bureaus and provide a copy of that notification to the Board.
18) Agency shall not assign or subcontract any portion of this agreement or transfer or assign any claim, pursuant to this contract, without the written consent of the Board. 19) Agency shall make contacts with delinquent a ccounts under the name of the agency and not the Board.
20) Agency shall instruct Landlords to submit payments to the Agency and not the Board. The Board shall notify agency of any payments made to the Board for accounts under collection with the Agency.
21) Agency shall collect and deposit payments from customers and, on no less than a monthly basis, submit a check to the City of Richmond Rent Program for all monies collected, less collection fees, along with a report including the account name and number, amount collected, and collection fees.
22) Any compromise settlement of principal or charges shall be agreed upon in writing (which includes emails) between the Agency and the Board prior to acceptance. 23) Agency may allow for time payment agreements (payment plans) and may enter into time payment agreements with Landlords for any period less than one year without the consent of

City of Richmond Rent Program
Request for Proposals – Collection Agency Services
the Board. Any time payment a greement extending beyond one year from the date of initiation of plan must be agreed upon in writing between the agency and the Board prior to acceptance.
24) No legal actions shall be taken by the Agency without express written consent of the Board. 25) Agency shall be solely responsible for any and all costs incurred in and associated with the collection of debts referred to it by the Board.
26) Compensation shall be contingent upon actual collections of debts owed to the Board.

Agency may subtract a reasonable fee from the amount of the debt collected and paid to the Board, as a percentage of debt collected with a specified maximum. Agency must identify the fee, how it is determined and the fee must be consistent across all debts collected. 27) The Board may withdraw any accounts without any charge or penalty. 28) The Board reserves the right to terminate the contract at any time by providing thirty days written notice for convenience or cause.
29) Agency shall meet with Board staff upon execution of contract to discuss a ll the goals of the relationship, the services to be provided and other topics relevant to performing collections on behalf of the Board. Furthermore, Agency shall meet with Board staff on an annual basis (or as-needed if issues arise) to discuss all servi ces and how the agency and Board can work together to further reduce debt owed. The Board will provide overall guidance on the conduct of collection services, as it reflects upon the Board’s policies and reputation. Agency will also provide updates to the Board on changes in federal and state laws related to credit and collections.

Specific Requirements Related to the Scope of Work:

• The selected Agency shall be fully responsible for maintaining accurate records of all correspondence, working papers, and other related evidence. These records shall be made available to the Board as requested.

• The Agency, if selected, agrees to maintain a City of Richmond B usiness License, as required by the Richmond Municipal Code, for the duration of the contract.

City of Richmond Rent Program
Request for Proposals – Collection Agency Services

TIMELINE AND PROCESS

The following is the anticipated timeline related to this RFP. Please note that this timeline may be changed if the Rent Board deems it necessary.

Table 2. Proposed Timeline

PROPOSED DATE ACTION
Monday, June 24, 2019 Release of RFP
Friday, July 12, 2019, 5:00 PM Last day to submit questions regarding the RFP Friday, July 19, 2019, 12:00 PM Responses to RFP due
Week of July 22, 2019 Panel reviews proposals and submits recommendation(s) to Executive Director;
Executive Director selects desired agency(ies)
Week of July 22, 2019 Selected agency(ies) is/are notified Week of July 29, 2019 Agreement is negotiated and executed

All questions must be submitted via the electronic BidsOnline system on the Q&A tab by Friday, July 12, 2019 at 5:00 p.m. PST. If the City finds it necessary to issue an addendum, prospective bidders will receive e -mail notification of addendum. Otherwise, answers to questions received will be provided on the Q&A tab and notification will be sent by Monday, July 15, 2019, at 5:00 p.m.

PST. It is the proposer’s responsibility to periodically check the BidsOnline website www.ci.richmond.ca.us/bids
for any possible Addenda to the RFP that may have been
posted.

The Board reserves the right to respond to these questions in a limited fashion or not all.

Additionally, pl ease note that the Board does not intend to address specific questions but rather clarify issues regarding the substance of this RFP.

Respondents to this Request for Proposals are required to submit by mail or ha nd delivery one (1) original, five (5) hard copies, and one (1) electronic copy either on optical media or USB drive of their proposal no later than Friday, July 19, 2019, at 12:00 PM to:

City of Richmond Rent Program
Attn: Cynthia Shaw
440 Civic Center Plaza, Suite 200
Richmond, CA 94804

City of Richmond Rent Program
Request for Proposals – Collection Agency Services

The proposals must be in a sealed envelope marked with the respondents’ name, address, and telephone number. No grace period will be allowed for missing components to be submitted.

No additional submissions or supplements will be accepted after July 19, 2019. Any application or supplemental information that is late will not be considered. The Rent Program reserves the right to extend the time for receipt of proposals.

The Board will create a Rent Program Collection Services Review Committee to evaluate timely submitted proposals. The Committee will be comprised of neutral Richmond Rent Program Staff members. All proposals should provide sufficient and concise information to permit sufficient review and adequate evaluation. Proposals shall be reviewed in four general phases:

1. All proposals will be evaluated based on the proposal submission requirements and criteria.

2. The Rent Program Collection Services Review Committee shall rate and compose a short list of proposers based on the submission requirements and criteria.

3. Contingency Fee proposals will be reviewed and evaluated.

The Richmond Rent Program will adhere to the below criteria when evaluating any and all proposals.

Table 3. Evaluation Criteria
Technical Evaluation Criteria Allocated Points
Thoroughness and understanding of the tasks to be completed 20 Agency’s expertise and overall experience of personnel assigned to the work 15
Time requested to accomplish the requested services 15
Responsiveness to requirements of the project 15
Public sector experience in a municipal setting, conducting similar services 20
Contingency Fee Proposal 25

The proposal(s) with the highest score(s) will not automatically be awarded a contract. In making the final selection of a service pro vider, the Executive Director of the Richmond Rent Program will consider the Committee’s scoring, proposers ’ past performance , if applicable , Contingency Fee

City of Richmond Rent Program
Request for Proposals – Collection Agency Services
Proposal, and the Richmond Rent Board’s overall needs . The Contingency Fee Proposal may be afforded additional weight i n determining the proposals most advantageous to the Board’s goals .

The Contingency Fee Proposal must be considered reasonable. A contract may be awarded to a proposer who does not submit the lowest Contingency Fee Proposal . The amount to be awarded is in the full discretion of the Executive Director of the Rent Program, who will at the very least consider funding availability and the City of Richmond’s needs before selecting an amount to award.

All proposers will be notified via email of the Richmond Rent Board’s decision to award a contract to one or more proposers. The notice shall state the name of the organization(s) who was awarded the contract, the amount of funds awarded, and the right of any proposer to appeal. Notice of the awarded contract shall be given no later than Friday, August 2, 2019. If a proposer chooses to appeal, the appeal must be made in writing and mailed to the City of Richmond Rent Program, Attn:

Cynthia Shaw, 440 Civic Center Plaza, Suite 200, Richmond, CA 94804.

All appeals must be submitted within ten days from the date that the Notice of Awarded Contract is emailed to the proposers. The appeal must contain the name, street address, email address, and signature of the person submitting the appeal. The appeal must be based on either 1) abuse of process by members of the Rent Program Collection Agency Services Review Committee; 2) misconduct by members of the Rent Program Collection Agency Services Review Committee; and/or 3) abuse of discretion by members of the Rent Program Collection Agency Services Review Committee. All appeals must be accompanied by competent evidence for adequate disposition.

Failure to plead and substantiate one or more of the above allegations will result in the denial of the appeal. The Executive Director will respond to all appeals within 14 business days. The Executive Director’s decision is final and there is no further appeal process concerning his/her decision after it is rendered.

City of Richmond Rent Program
Request for Proposals – Collection Agency Services

PROPOSAL SUBMISSION REQUIREMENTS AND CRITERIA
The proposal must contain the following specific information. Any additional information that the Agency wishes to include should be included in an appendix to the proposal.

1. Letter of transmittal signed by an individual authorized to bind the proposing entity stating the Agency has read and will comply with all terms and conditions of the RFP.

2. General information about the firm, including the size of the organization, location of offices, number of years in business, organizational chart, name of owners and principal parties, and the number and position titles of staff. Information regarding any collection associations of which the Agency and its staff are members should be included.

3. Qualifications of staff proposed for the assignment, their position in the Agency, and types and amount of equivalent collection experience. Be sure to include any municipal agencies they have worked with and their level of involvement. A description of how overall supervision will be provided should be included (this can be included as part of an attachment).

4. A description of the methodology that would be followed in carrying out the Agency’s responsibilities. Clearly describe all collection services you propose to provide to the Board. As a part of the description, identify the responsibilities of the Board and the responsibilities of the Agency. Also describe the coordination required between Landlords, the Board, and the Agency if an account is assigned. Please provide any additional information or suggestions that will aid in the City’s selection process.

5. Provide sample copies of the type of reports the Board could expect to receive from the Agency for each major source of revenue (previously listed). Each report should be clearly marked as to the type of information the particular report is trying to convey (this can be included as part of an attachment). A monthly report on the amount assigned, the amount collected, the amount returned and the overall collection rate is required.

6. Provide sample letters to be sent to delinquent accounts. Be sure to indicate what collection method each letter pertains to (this can be included as part of an attachment).

7. A list of the municipal agencies your Agency has worked with during the past three years. Provide the following information for three collection projects which are similar in size and scope to the project requested by this proposal:
a) Name, address and telephone of the agency
b) Time period for the project
c) Brief description of the scope of the collection efforts d) Recommended collection procedures
e) Persons to contact for a reference.

8. A statement as to the ability of the Agency to make collections in all fifty states and the Agency’s ability to file reports with all three national credit bureaus.

City of Richmond Rent Program
Request for Proposals – Collection Agency Services

9. Clearly describe and outline your contingency fees for the services. Be sure to differentiate the fees between the various collection methods being proposed.

10. A statement of the dollar amount, if any, of an account under which the Agency will not actively pursue regular collection and/or legal action.

11. Billing and payment expectations including timing and method of payment.

12. Provide overall information to show the average number of days required by your Agency to complete a collection and forward the monies to your customer. In addition, list historical collection percentages achieved by your Agency for the various sources of revenue listed in the RFP.

13. A statement of the services your Agency feels differentiates from other agencies.

14. Agencies submitting a proposal in response to this RFP must disclose any actual, apparent, direct, indirect, or potential conflicts of interests that may exist with respect to the firm, management, or employees of the firm or other persons relative to the services to be provided. If a firm has no conflicts of interest, include a statement to that effect in the proposal.

City of Richmond Rent Program
Request for Proposals – Collection Agency Services

OTHER TERMS AND CONDITIONS

Conditions
The Board will not pay any costs incurred by the Agency in preparing or submitting the proposal. The Board reserves the right to revise and/or cancel this RFP , or to reject, in whole or in part, any and all proposals received in response to this RFP . The Rent Program, upon its determination, further reserves the right to waive any informality or irregularities in any proposals received, if it is in the public interest to do so. The determination of the criteria and process whereby proposals are evaluated, t he decision as to who shall receive a contract award, or whether or not to award, shall be made as a result of the RFP, shall be at the sole and absolute discretion of the Rent Program . This RFP does not constitute any form or offer to contract.

The Agency, by submitting a response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. This RFP does not commit the Board to award a contract, defray any costs incurred in the preparation of a proposal pursuant to this RFP or to procure or contract for work.

All proposal submitted in response to this RFP becomes the property of the Board and public records and, as such, may be subject to public review.

Indemnification

The successful Agency must agree to defend, indemnify, and hold harmless Board, its officers, officials, agents and employees and volunteers from and against any and all losses, liability, or damages arising out of, in consequence of, or resulting from the negligent acts and/or omissions of Agency, its subcontractor, consultants, agents or employees.

Insurance Requirements

The Agency shall demonstrate the willingness and ability to provide the required insurance coverage as set forth below within ten calendar days of notification of selection for award of this Agreement.

The selected Agency will be required to carry, and provide certificates of insurance for, general and automobile liability insurances as follows:
• General Liability: $1,000,000 minimum per occurrence • Automobile Liability: $1,000,000 minimum per occurrence • Worker’s Compensation Statutory Limits

City of Richmond Rent Program
Request for Proposals – Collection Agency Services

The General Liability Insurance is to contain or be endorsed to name the Board, its officers, officials, employees and agents as Additional Insured as respects liability arising out of activities performed in connection with this RFP and accompany contract. The coverage shall be primary and shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer ’s liability. Original endorsements, signed by a person authorized to bind coverage on its behalf, shall be furnished to the Board by the successful Agency.

Worker’s Compensation policies are to be endorsed to include a waiver of subrogation against the Board, its officers, officials, employees and agents.

The successful Agency will be required to enter into a Service Agreement with the Board. A draft agreement will be provided upon request.

Business License Requirement

The successful Contractor and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived.

Compliance with City Ordinances

The contractor and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance ( Richmond Municipal Code (RMC) Chapter 2.28 ), Business Opportunity Ordinance ( RMC Chapter 2.50 ), Local Employment Program Ordinance (RMC Chapter 2.56), Living Wage Ordinance ( RMC Chapter 2.60) and Ordinance Banning the Requirement to Provide Information of Prior Criminal Convictions on all Empl oyment Applications (“Ban the Box”) ( RMC Chapter 2.65 ), which are incorporated into the Contract Documents by this reference.

ATTACHMENTS

Attachment A – City of Richmond Rent Board Standard Contract

Attachment B – July 19, 2019, Regular Rent Board Meeting Concerning Collection Agency Services

CITY OF RICHMOND RENT BOARD

STANDARD CONTRACT

Department:

Project Manager:

Project Manager E-mail:

Project Manager Phone No:

Vendor No: PR 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 ff Richmond Rent Board (herein referred to as “Rent Board”) and the following named Contractor:

Company Name:

Street Address:

City, State, Zip Code:

Contact Person:

Telephone: Email:

Business License No: Expiration Date:

A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:]

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

3. Payment Limit. City’s total payments to C ontractor 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 Rent Board or Executive Director.

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

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

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

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

9. Insurance Provisions. This Contract is subj ect to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures atte st the parties' Contract hereto:

RENT PROGRAM CONTRACTOR:

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 the Rent Board
or the Executive Director. Date Signed:

B y :

Board 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 :

Board Legal Counsel
Date Signed:

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

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F

Standard Contract/EJ/TE 9-26-07

For the Contract between the City of
Richmond Rent Board and

EXHIBIT A

SERVICE PLAN

Contractor shall, to the satisfaction of the ________________________, perform the following services and be compensated as outlined below:

For the Contract between the City of
Richmond Rent Board and

EXHIBIT B

PAYMENT PROVISIONS

{PLEASE NOTE THAT THE RENT PROGRAM SHALL NOT PAY FOR SERVICES THAT

EXCEED THE CONTRACT PAYMENT LI MIT UNLESS A CONTRACT AMENDMENT HAS BEEN APPROVED BY THE RENT BOARD OR EXECUTIVE DIRECTOR}

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: _______________________
P.O. Box 4046
Richmond, CA 94804

4. All invoices that are submitted by Contract or shall be subject to the approval of the City Project Manager, _______________________ _ before payments shall be authorized.

5. The City will pay invoice(s) within 45 days after completion of services to the City 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 C ontract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

For the Contract between the City of
Richmond Rent Board 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 Rent Program

440 Civic Center Plaza, Suite 200

Richmond, CA 94804

1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

For the Contract between the City of
Richmond Rent Board and

EXHIBIT E

SPECIAL CONDITIONS

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

For the Contract between the City of
Richmond Rent Board 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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EXHIBIT D

GENERAL CONDITIONS

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

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

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

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell,

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

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

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

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

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

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Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

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

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resol ved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authori zed 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 misco nduct 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, lo sses, 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 sub ject 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 volunte ers 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 omissi ons, 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 liabi lity 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 insur ance.
(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 law s. Compliance under this provision includes compliance wi th 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.

City of Richmond - Insurance Requirements:

Professional Services Contractors

In all instances where CONTRACTOR or its representatives will provide professional services 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.

Minimum coverage is detailed below. Original, signed certificates and original, separate policy endorsements, shall be received and approved by the City before any work may begin.

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

1. Workers’ Compensation Insurance as required by the State of California and Employer’s Liability

2. Professional Liability or Errors & Omissions Liability insurance appropriate to the CONTRACTOR’s profession

3. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001)

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

Required Coverage Minimum Limits
Workers’ Compensation Statutory. If CONTRACTOR is self-insured, provide a certificate of Permission to Self-Insure, signed by the Department of Industrial Relations and Self-Insurance, Sacramento, California.

Employers’ Liability $1,000,000 per accident, per employee for bodily injury or disease General Liability
(primary and excess limits
combined)

$2,000,000 per occurrence for bodily injury and property damage.

Includes coverage 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.

Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the CONTRACTOR, its personnel, agents or subcontractors.

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

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

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

Professional Liability or Errors &
Omissions Liability
$1,000,000 per occurrence with a $2,000,000 aggregate for bodily injury and property damage.

Architects and Engineers coverage shall be endorsed to include contractual liability.

Required Policy Conditions
A. M. Best Rating A:VII or Better
Admitted Carrier Policies must be with carriers admitted to do business in California.

Waiver of Subrogation
endorsement
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract.

SAMPLE Endorsements attached.

Additional Insured Endorsement

Liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers’ Compensation, if included, required for performance of the Contract shall include the City of Richmond, its officers, officials, employees, agents and volunteers as Additional Insureds but only with respect to the CONTRACTOR’s activities to be performed under this Contract.

ISO form CG 1020 (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

City of Richmond - Insurance Requirements:

Professional Services Contractors

coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements are attached.

Primary and Noncontributory
Endorsement
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.

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.

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.

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, 1401 Marina Way South, Richmond, CA 94804.

Insurance certificates and endorsements may be faxed to (510) 620-6811. However, original certificates and endorsements mailed to the above address must follow any faxed certificates or endorsements.

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 address noted above.

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.

City of Richmond - Insurance Requirements:

Professional Services Contractors

ACORD Certificate of Liability Insurance
Standard Form

ACORDTM CERTIFICATE OF LIABILITY INSURANCE

DATE
(MM/DD/YY)

THIS CERTIFICATE IS ISSUED AS MATTER OF

INFORMATION ONLY AND CONFERS NO RIGHTS UPON
THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES

NOT AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES BELOW.

PRODUCER

INSURERS AFFORDING COVERAGE

INSURER A:

INSURER B:

INSURER C:

INSURER D:

INSURED

INSURER E:

COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.

NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INS
R
LTR

TYPE OF INSURANCE POLICY
NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)
POLICY

EXPIRATION

DATE (MM/DD/YY)
LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ CLAIMS MADE OCCUR MED EXPENSE (Any one person) $
_______________________________ PERSONAL & ADV INJURY $ _______________________________

GENERAL AGGREGATE $
GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $

POLICY
PRO-
JECT

LOC

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
$
ANY AUTO $
ALL OWNED AUTOS $

SCHEDULED AUTOS

BODILY INJURY
(Per person) $
HIRED AUTOS $

NON-OWNED AUTOS

BODILY INJURY
(Per accident) $
_______________________________ $

PROPERTY DAMAGE
(Per accident) $
GARAGE LIABILITY AUTO ONLY–EA ACCIDENT $
ANY AUTO EA ACC $

OTHER THAN
AUTO ONLY: AGG $

EXCESS LIABILITY EACH OCCURRENC

OCCUR CLAIMS MADE AGGREGATE
$
DEDUCTIBLE $

RETENTION $

WC STATU-

TORY LIMITS
OTHER
E.L. EACH ACCIDENT $
E.L. DISEASE – EA EMPLOYEE $
WORKERS’ COMPENSATION AND

EMPLOYERS LIABILITY

E.L. DISEASE – POLICY LIMIT $
OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL/PROVISIONS

CERTIFICATE HOLDER ADDITIONAL INSURED; INSURER LETTER: ____ CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ______ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE

LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE

ACORD 25-S (7/97) © ACORD CORPORATION 1988

City of Richmond - Insurance Requirements:

Professional Services Contractors

IMPORTANT

If the certificate holder is an ADDITIONAL IN SURED, the policy(ies) must be endorsed.

A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A stat ement on this certific ate does not confer rights to the certificate holder in lieu of such endorsement(s).

DISCLAIMER

The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.

City of Richmond - Insurance Requirements:

Professional Services Contractors

SAMPLE Endorsements
Preferred form

Reproduction of Insurance Services Office, Inc. Form

POLICY NUMBER: COMMERCIAL GENERAL LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED—OWNERS, LESSEES OR

CONTRACTORS (FORM B)

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART.

SCHEDULE

Name of Person or Organization:

(If no entry appears above, information requ ired to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedul e, but only with respect to liability arising out of “your work” for that insured by or for you.

CG 20 10 11 85 Copyright, Insura nce Services Office, Inc., 1982

City of Richmond - Insurance Requirements:

Professional Services Contractors

SAMPLE Endorsements
Acceptable form when combined with CG 20 37 10 01
Reproduction of Insurance Services Office, Inc. Form

POLICY NUMBER: COMMERICAL GENERAL LIABILITY
CG 20 10 10 01

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDMENT OF LIMITS OF INSURANCE (DESIGNATED PROJECT OR PREMISES)

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Designation of Project Or Premises:

(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

A. Section II – WHO IS AN INSURED is amended to include as an in sured the person or organization shown in the Schedule but only wi th respect to liability arising out of your ongoing operations performed for the insured.

B. With respect to the insurance afforded to these additional insureds, the following exclusion is added:

1. Exclusions

This insurance does not apply to “bodily injury” or “property damage” occurring after:

(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than se rvice, maintenance or repairs) to be performed by or on behalf of the addition al insured(s) at the site of the covered operations has been completed; or

(2) That portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization other than contractor or subcontractor engaged in performing oper ations for a principal as part of the same project.

CG 20 10 10 01 Page 1 of 1
ISO Properties, Inc., 2000

City of Richmond - Insurance Requirements:

Professional Services Contractors

SAMPLE Endorsements
Acceptable form when combined with CG 20 10 10 01
Reproduction of Insurance Services Office, Inc. Form

POLICY NUMBER: COMMERICAL GENERAL LIABILITY
CG 20 37 10 01

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – COMPLETED OPERATIONS

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name of Person or Organization:

Location And Description of Completed Operations:

Additional Premium:

(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

Section II – WHO IS AN INSURED is amende d to include as an insured the person or organization shown in the Schedule but only with respect to li ability arising out of “your work” at the location designated and desc ribed in the Schedule of this endorsement performed for that insured and included in the “products-completed operations hazard.”

CG 20 37 10 01 Page 1 of 1
Copyright, ISO Properties, Inc., 2000

City of Richmond - Insurance Requirements:

Professional Services Contractors

SAMPLE Endorsement
Waiver of Subrogation – Workers’ Compensation
FOUR STATE COMPENSATION INSURANCE FUND FORMS:

Reproduction of State Compensation
Insurance Fund Form
Certificate of Workers’ Compensation Insurance
STATE P.O. BOX 807, SAN FRANCISCO, CALIFORNIA 94101

COMPENSATION

INSURANCE
FUND CERTIFICATE OF WORKERS’ COMPENSATION INSURANCE

POLICY NUMBER:

CERTIFICATE EXPIRES:

⎡
|

|
⎣

This is to certify that we have issued a valid Workers’ Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated.

This policy is not subject to cancellation by the Fund except upon 30 days’ written notice to the employer.

We will give you 30 days’ advance notice should this policy be canceled prior to its normal expiration.

This certificate of insurance is not an insurance policy and odes not amend, extend or alter the coverage afforded by the polic ies listed herein. Notwithstanding any requireme nt, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

PRESIDENT

(Note: following text is typewritten addition to printed form)

THE STATE COMPENSATION INSURANCE FUND WAIVES ANY RIGHT OF SUBROGATION ENDORSEMENT #2570.

AGAINST (ENTITY) ______________________ , ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS BY REASON OF ANY PAYMENT UNDER THIS POLICY.

ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ADDITIONAL INSURED EMPLOYER: ___________________________

ENDORSEMENT #2065 ENTITLED 30 DAY CANCELLATION NOTICE EFFECTIVE IS ATTACHED TO AND FORMS A PART OF THIS POLICY.

LIABILITY OF THE STATE COMPENSATION INSURANCE FUND IS LIMITED TO ______________ FOR ALL DAMAGES FOR ONE OR MORE CLAIMS RESULTING FROM EACH ACCIDENT OF OCCURRENCE ARISING OUT OF ANY ONE EVENT.

EMPLOYER

City of Richmond - Insurance Requirements:

Professional Services Contractors

SAMPLE Endorsement
Waiver of Subrogation – Liability
Reproduction of Insurance Services Office, Inc. Form

POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 24 04 10 93

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

OCP LIABILITY COVERAGE PART

SCHEDULE

Name of Person or Organization:

(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following:

We waive any right of recovery we may have agai nst the person or organization shown I the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and incl uded in the “products-completed operations hazard.” This waiver applies only to the person or organization shown in the Schedule above.

CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992

440 Civic Center Plaza, Richmond, CA 94804-1630
Telephone: (510) 620-6576 Fax: (510) 307-8149 www.richmondrent.org

CITY OF RICHMOND RENT PROGRAM
www.r

DATE: June 19, 2019

TO: Chair Gray and Members of the Rent Board

FROM: Nicolas Traylor, Executive Director

SUBJECT: CONTRACT FOR COLLECTION AGENCY SERVICES

STATEMENT OF THE ISSUE:

As of May 15, 2019, over $782,730 in potential FY 2016-17, FY 2017-18, and FY 2018- 19 Rental Housing Fee revenue owed from an estimated 1,942 Richmond Landlords is outstanding. Staff members are proposing the issuance of a Request for Proposals for Collection Agency Services to solicit proposals from qualified service providers who could assist in the prompt collection of outstanding revenue.

RECOMMENDED ACTION:

DIRECT staff to negotiate and execute a contract with a Collection Services Agency, utilizing a contingency-based payment plan – Rent Program (Nicolas Traylor 620-6564).

FISCAL IMPACT:

Since the Rental Housing Fee is the Rent Program’s sole source of revenue, collection of the Rental Housing Fee is central to the Program’s financial viability. Therefore, while the precise fiscal impact of entering into a contract with a Collection Agency service provider is unknown at this time, the potential positive fiscal impact of improving collection rates for Fiscal Year 2016-17, 2017-18, and 2018-19 Rental Housing Fees could amount to several hundred thousand dollars.

DISCUSSION:

Background

At their Regular Meeting on May 15, 2019, the Rent Board received a presentation from Rent Program staff members concerning the department’s compliance efforts during Fiscal Year 2018-19, specifically with respect to payment of the Rental Housing Fee.

AGENDA REPORT

ITEM H-1

June 19, 2019

Of note, the presentation included statistics indicating that over $782,730 in potential Rental Housing Fee revenue owed from an estimated 1,942 Richmond Landlords is outstanding. The majority of this outstanding revenue ($432,396) is owed from 1,630 Landlords who own one Rental Unit in the City of Richmond.

Given the tremendous amount of staff time necessary to follow up with over 1,500 Landlords of one Rental Unit to conduct collections efforts, staff members are proposing that the Rent Board contract with a Collection Agency to conduct this work.

Request for Proposals for Collection Agency Services

The draft Request for Proposals, contained in Attachment 1 of this report, indicates that the Rent Board is soliciting proposals from qualified firms and agencies to provide collection services for the City of Richmond Rent Board’s Delinquent Landlord Accounts. The Board desires to enter into an agreement for professional services with a qualified firm or agency who can demonstrate competency and experience in providing Collection Services. The Board seeks an experienced and effective Contractor that minimizes Board costs, maximizes the use of available technology, provides excellent customer service, and performs thorough and complete collections.

Eligibility requirements for the proposed service provider are detailed on page 6 of the draft Request for Proposals. The exact range and extent of services is subject to negotiation, but at a minimum must include professional services and dedicated personnel to perform the following scope of services:

1) Agency shall provide collection services for debts owed to the Rent Board for Delinquent Residential Rental Housing Fees.

2) Agency shall designate a manager for the Rent Board’s account who will be the Rent Board’s primary contact with the Agency.

3) The Rent Board shall submit delinquent accounts for collection via hard copy, e- mail, electronic file, or in writing. Agency shall provide acknowledgement within 10 days of account placement via the same method that the account was submitted.

4) The Rent Board shall provide documentation to Agency for each account, including name, any available customer information, last known address, account number, and balance due.

5) Agency shall make a minimum of three written or telephone contacts for each account (unless the account clears sooner) within forty-five (45) days of receipt of account.

ITEM H-1

June 19, 2019

6) Agency shall discuss their recommended use of skip tracing on delinquent accounts. Agency to provide specific tools used to conduct skip tracing.1

7) Agency should indicate whether the Rent Board will have access to the Agency’s database in order to determine the progress of the collection efforts.

8) Agency shall maintain complete records of each account referred by the Rent Board, including all correspondence, documents, account records, transactions and a detailed log of all collection efforts or actions. These records shall be retained for a minimum of three years after termination of collection actions on each account.

9) Agency shall provide the Rent Board with a monthly report on the status of each account including; account number, customer name, the amount received, the charges waived, the balance due and date of last payment, and the actions taken on the account. Agency should immediately advise the Board of any account that is paid in full or deemed uncollectible. If an account is deemed uncollectible, information regarding this determination must be provided to the Board.

10) Agency shall provide to the Board quarterly financial summary reports including totals for receipts, net accounts receivable, total accounts receivable and collection percentage.

11) Agency shall provide to the Board an annual financial summary report as of June 30 (the Rent Board’s fiscal year end) including totals for receipts, net accounts receivable, total accounts receivable and collection percentage. This report should be submitted to the Rent Board no later than July 30th of each year.

12) At any time, all records of the agency pertaining to the Rent Board shall be subject to inspection, review, or audit by the Rent Board or its agent during the contract period and for three (3) years after the termination of the contract.

13) Agency shall guarantee the confidentiality, security and safety of all files, documents and information provided by the Board, except as to disclosure required by federal and state laws and regulations.

14) Agency will exercise its best ethical, prudent, lawful and professional efforts to secure collections on all accounts referred by the Rent Board. Collections activities shall comply with all federal, state and local laws, including but not limited to the Federal Fair Debt Collection Practices Act.

1 According to bountyhunteredu.org, “Skip Tracing” is an industry term used to describe the process of locating a fugitive that can't be found at their place of residence or usual hangouts. “Skip” refers to the person being searched for (derived from the term “to skiptown”) and “tracing” meaning the act of locating the skip.

ITEM H-1

June 19, 2019

15) Agency will process all customer payments in accordance with applicable Payment Card Industry (PCI) security requirements.

16) In accordance with the Fair and Accurate Credit Transaction Act (FACT), the vendor must have an identity theft prevention program in place.

17) Agency shall report all uncollectible accounts to the major credit bureaus.

Reporting must be done in accordance with all federal, state and local laws, including but not limited to, the Fair Debt Collections Practices Act, the Federal Equal Credit Opportunity Act, and the Consumer Credit Protection Act. Agency shall not report accounts to the credit bureaus until the agency has worked the account for forty-five (45) days. At the request of the Rent Board, the Agency shall remove an account notification from all the affected bureaus and provide a copy of that notification to the Board.

18) Agency shall not assign or subcontract any portion of this agreement or transfer or assign any claim, pursuant to this contract, without the written consent of the Rent Board.

19) Agency shall make contacts with delinquent accounts under the name of the agency and not the Rent Board.

20) Agency shall instruct Landlords to submit payments to the Agency and not the Rent Board. The Rent Board shall notify Agency of any payments made to the Rent Board for accounts under collection with the Agency.

21) Agency shall collect and deposit payments from customers and, on no less than a monthly basis, submit a check to the City of Richmond Rent Program for all monies collected, less collection fees, along with a report including the account name and number, amount collected, and collection fees.

22) Any compromise settlement of principal or charges shall be agreed upon in writing (which includes emails) between the Agency and the Rent Board prior to acceptance.

23) Agency may allow for time payment agreements (payment plans) and may enter into time payment agreements with Landlords for any period less than one year without the consent of the Rent Board. Any time payment agreement extending beyond one year from the date of initiation of plan must be agreed upon in writing between the Agency and the Rent Board prior to acceptance.

24) No legal actions shall be taken by the Agency without express written consent of the Rent Board.

25) Agency shall be solely responsible for any and all costs incurred in and associated with the collection of debts referred to it by the Rent Board.

ITEM H-1

June 19, 2019

26) Compensation shall be contingent upon actual collections of debts owed to the Rent Board. Agency may subtract a reasonable fee from the amount of the debt collected and paid to the Rent Board, as a percentage of debt collected with a specified maximum. Agency must identify the fee, how it is determined and the fee must be consistent across all debts collected.

27) The Rent Board may withdraw any accounts without any charge or penalty.

28) The Rent Board reserves the right to terminate the contract at any time by providing thirty days written notice for convenience or cause.

29) Agency shall meet with Rent Board staff upon execution of the contract to discuss all the goals of the relationship, the services to be provided and other topics relevant to performing collections on behalf of the Rent Board.

Furthermore, Agency shall meet with Rent Board staff on an annual basis (or as- needed if issues arise) to discuss all services and how the Agency and Rent Board can work together to further reduce debt owed. The Rent Board will provide overall guidance on the conduct of collection services, as it reflects upon the Rent Board’s policies and reputation. Agency will also provide updates to the Rent Board on changes in federal and state laws related to credit and collections.

Proposed Timeline and Next Steps

Staff propose the following timeline and next steps with regard to the issuance of a Request for Proposals for Collection Agency Services:

Proposed Date Action
Monday, June 24, 2019 Release of RFP
Friday, July 12, 2019, 5:00 PM Last day to submit questions regarding the RFP; responses to questions received by
this date will be posted
at www.richmondrent.org
Friday, July 19, 2019, 12:00 PM Responses to RFP due
Week of July 22, 2019 Panel reviews proposals and submits recommendation(s) to Executive Director;
Executive Director selects desired agency
Week of July 22, 2019 Selected agency is notified
Week of July 29, 2019 Agreement is negotiated and executed

DOCUMENTS ATTACHED:

Attachment 1 – Draft Request for Proposals for Collection Agency Services

May 3, 2022

Human Resources

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

Anil Comelo, Interim Deputy City Manager
Subject:

Approve Legal Services Agreements with Three Firms to
Perform Confidential Personnel Investigations
FINANCIAL IMPACT: The cost of these services is considered a part of the program administration costs and accounted for in the FY 2021-2022 Risk Management budget. The services are
provided on an hourly rate so the actual amount could be less. (Risk Management Legal Service Cost– Non-
General Fund 50182316-400206).

PREVIOUS COUNCIL
ACTION:

January 11, 2022 – First Amendment to Ellis
Investigations, L.C. legal services agreement

STATEMENT OF THE
ISSUE:

The Human Resources Department is requesting City
Council approval to amend the term and payment limit of the legal services agreement with Kramer Workplace
Investigations and Ellis Investigations, and to approve a legal services agreement with Boucher Labor and
Employment Law for employment attorneys to conduct
confidential personnel investigations on an as needed
basis for an amount not to exceed of $50,000 per
agreement, over a three-year term.

AGENDA
REPORT

May 3, 2022
RECOMMENDED ACTION:

APPROVE a first amendment to the legal services
agreement with Kramer Workplace Investigations and a
second amendment to the legal services agreement with
Ellis Investigations and an initial legal services
agreement with Boucher Labor and Employment Law.

Terms of these agreements are until June 30, 2024, for
an amount not to exceed $50,000 per agreement, to
conduct confidential personnel investigations for the
Human Resources Department – Human Resources
Department (Anil Comelo/Sharrone Taylor 510-620-
6600).

DISCUSSION:

The City must address complaints of discrimination, harassment, and retaliation by conducting an immediate, thorough, and objective personnel investigation. The City also investigates other workplace issues when appropriate. Investigations can be conducted internally or externally depending on the circumstances and the alleged parties.

When an external personnel investigation is needed, the City engages a firm to conduct such an investigation. Kramer Workplace Investigations, Boucher Labor and Employment Law, and Ellis Investigations all have highly skilled employment law attorneys who conduct personnel investigations. These firms specialize in workplace investigations involving allegations of discrimination, harassment, and retaliation, as well as misconduct and disciplinary matters. They have previously conducted investigatory services for the City and performed in a satisfactory manner. Further, continuing the working relationship with Kramer Workplace Investigations, Boucher Labor and Employment Law, and Ellis Investigations will ensure current, critical investigations will continue and provide stability and uniformity in the investigations process.

Kramer Workplace Investigations was engaged to conduct a critical investigation, and therefore a $10,000 legal service agreement was executed on March 3, 2022. In addition, the City entered into an initial legal services agreement with Ellis Investigations on October 22, 2021, for $10,000 and an amendment on January 22, 2022, to amend the payment limit by $90,0000, for a total contract limit of $100,000, to enable the firm to continue providing investigatory services for the City.

The Human Resources Department is now requesting approval to amend Kramer Workplace Investigations legal services agreement to extend the term to June 30, 2025, and increase the contract by $40,000 for a not-to-exceed limit of $50,000, amend Ellis Investigations legal services agreement for a second amendment to extend the term to June 30, 2025, and increase the contract by $50,000, for a not-to-exceed limit of $150,000, and execute a new legal services agreement with Boucher Labor and Employment Law for a three-year term beginning April 5, 2022 through June 30, 2025, and a not-to-exceed payment limit of $50,000.

May 3, 2022
These firms responded to the Request for Proposals (RFP) sent out by the City Attorney's Office in 2018 and 2021 and are on the approved vendor list. In addition, the City Attorney has issued a legal opinion on the firms' engagement and supports this action.

CONCLUSION:

The Human Resources Department recommends approval of the legal services agreements with Kramer Workplace Investigations, Boucher Labor and Employment Law, and Ellis Investigations for the purpose of conducting confidential personnel investigations.

DOCUMENTS ATTACHED:

Attachment 1 – Legal Services Agreement – Kramer Workplace Investigations Attachment 2 – First Amendment Legal Services Agreement – Kramer Workplace Investigations
Attachment 3 – Legal Services Agreement – Boucher Labor and Employment Law Attachment 4 – Legal Services Agreement – Ellis Investigations Attachment 5 – First Amendment Legal Services Agreement – Ellis Investigations Attachment 6 – Second Amendment to Legal Services Agreement – Ellis Investigations

1 LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND

KRAMER WORKPLACE INVESTIGATIONS

PREAMBLE

This legal services agreement (“Agreement”) is made and entered into on this 9TH day of DECEMBER, 2021 (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 KRAMER WORKPLACE INVESTIGATIONS comprised of attorneys who conduct personnel investigations (“Investigators” or “Special Counsel”) with its principal place of business located at P.O. BOX 266, DANVILLE, CA 94526.. Investigators 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 professional services more fully described in this Agreement; and,

B. Kramer Workplace Investigations represents that 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.

City hereby retains and authorizes Kramer Workplace Investigations to provide investigatory legal services as may be requested, from time to time in writing by the City Attorney on an as-needed basis.

2. DESCRIPTION OF SERVICES TO BE PROVIDED.

See “Scope of Work” in Exhibit A.

3. TERM OF AGREEMENT.

The services of Kramer Workplace Investigations are to commence upon DECEMBER 9, 2021 and shall terminate on DECEMBER 31, 2022, unless the parties extend the DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

2 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 KAREN KRAMER. It is agreed by and between the Parties that should it be desirable for any attorney other than the attorneys listed above to work under this Agreement, such attorney may be added only with the express written consent of the City Attorney.

5. PUBLIC FUNDING.

Investigators and City mutually recognize that Investigator’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 Investigators scrupulously adhere 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 Kramer Workplace Investigations’ performance of legal services on behalf of City under the terms of this Agreement, the firm 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. Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.

7. BILLING INVOICES.

Kramer Workplace Investigations shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, 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. BILLING.

Kramer Workplace Investigations 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. Kramer Workplace Investigations shall not use legal professionals for secretarial work and under no circumstances shall Investigators DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

3 have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by an assistant or secretary.

9. 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 Kramer Workplace Investigations may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of attorneys under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Kramer Workplace Investigations 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.

10. CONFLICTS OF INTEREST.

No member of the governing 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.

11. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

City and Kramer Workplace Investigations 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.

12. AUDITS, RECORDS, AND DOCUMENTATION.

A. The City and any other federal, 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. Kramer Workplace Investigations shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Kramer Workplace Investigations shall maintain and preserve all such DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

4 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, Kramer Workplace Investigations shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.

13. NON-DISCRIMINATION.

A. Karen Kramer Workplace Investigations agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee , any applicant for employment or any potential subcontractor. Said Section

2.28.030 is, by this reference, a part of this Agreement.

B. If Kramer Workplace Investigations is found in violation of the nondiscrimination 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 will be in default of this Agreement.

Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.

14. INDEMNIFICATION.

Special Counsel agrees to indemnify the City against all damages caused by Special Counsel’s intentional or negligent acts, errors or omissions (including, without limitation, professional negligence) in the performance of professional services. City agrees to indemnify the Special Counsel against all damages caused by the City’s intentional or negligent acts. Neither the Special Counsel nor the City shall be obligated to indemnify the other party in any manner whatsoever for the other party's negligence.

Notwithstanding the foregoing, Special Counsel shall have no obligation to indemnify the City for any actions, claims, complaints, damages or demands, liability, costs, losses and expenses, actual or threatened, brought by an employee, agent or witness arising from the issues under investigation.

15. INSURANCE REQUIREMENTS.

Kramer Workplace Investigations shall maintain in full force and effect the following insurance policies:

A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

5 C. Business automobile liability 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 D, attached to this Agreement and incorporated by this reference.

16. CONFIDENTIALITY AND MEDIA STATEMENTS.

The data, information and reports acquired or prepared by Kramer Workplace Investigations in connection with matters upon which the City has retained Kramer Workplace Investigations shall not be shown or distributed to any other public or private person or entity except as authorized in writing by the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Kramer Workplace Investigations or other such information, documents, records, data or other materials to which the Kramer Workplace Investigations has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Kramer Workplace Investigations 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.

17. 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.

18. 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 given in the manner provided herein.

19. 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.

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6 20. 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.

21. 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.

22. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.

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

23. COUNTERPARTS.

This Legal Services Agreement may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.

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7 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.

KRAMER WORKPLACE

INVESTIGATIONS

By:

Title: _______________________________

Date: _______________________________

CITY OF RICHMOND

____________________________
City Manager

Name:______________________

Date: _______________________

APPROVED AS TO FORM:

__________________________
City Attorney

ATTEST:

__________________________
City Clerk
DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC President
DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70 Shasa Curl
3/3/2022

Exhibit A

8 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES

Scope of work:

Special Counsel shall provide gender-based harassment advice. See attached engagement letter.

City of Richmond Contact Attorney: Bruce Soublet, Sr. Assistant City Attorney

Hourly Rates:

INVESTIGATION $345/hour
TETIMONY $445/hour
PARALEGAL(S) $150/hour

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 Ten Thousand Dollars ($10,000).

DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

Exhibit B

9 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).

DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

Exhibit B

10 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. 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.
h. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
i. 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.

DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

Exhibit B

11 j. 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.
k. 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.
l. Training time is not billable. Law clerks may be used only with prior approval. m. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
n. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
o. City reserves the right to require additional substantiation of any item of claimed expense.

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;
• 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.

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Exhibit B

12 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.

DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

Exhibit C

13 SANCTUARY CITY COMPLIANCE STATEMENT

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

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

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

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

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

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

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

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

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 _____________, 202__, at ____________________, California.

Printed Name: ___ Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC Kramer Workplace Investigations
Karen Kramer
Danville
2/18/2022
President
2/18/2022
DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

Exhibit D
14 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 D
15 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.

PROJECT 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 D
16 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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DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

DocuSign Envelope ID: 0085BD89-A611-4647-8908-569D7C081FAC DocuSign Envelope ID: 02409A85-C3B0-48EC-8B42-99E164FBCD70

First Amendment to Agreement for Legal Services A-1

FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND

KRAMER WORKPLACE INVESTIGATIONS

This Second Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and KRAMER WORKPLACE INVESTIGATIONS (“Special Counsel”) (the "Second Amendment") is entered into as of APRIL 5, 2022, by and between the City and Special Counsel with reference to the following facts:

RECITALS

WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) to conduct confidential, personnel investigations; and

WHEREAS, the City now desires for Special Counsel t o continue to conduct such investigations for the City and to inc rease the compensation limit by Fifty Thousand Dollars ($50,000); and

WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this First Amendment.

NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this First Amendment.

2. Effect of Second Amendment. Except as provided in this First Amendment, all other terms of the Original Agreement shall remain in full force and effect.

3. Counterparts. This First Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.

[Signatures on following page]

First Amendment to Agreement for Legal Services A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this First Amendment to be effective as of the last date written below.

CITY OF RICHMOND KRAMER WORKPLACE

INVESTIGATIONS

________________________ By __________________________ Mayor
Title _________________________
________________________
Date _____________________________
Date
Attest:

By: _____________________
City Clerk

Approved as to form:

By: _____________________
City Attorney

First Amendment to Agreement for Legal Services A-3
Attachment 1

SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES

Scope of work:

Special Counsel shall conduct confidential personnel investigations.

City of Richmond Contact Attorney: Shannon L. Moore, Sr. Assistant City Attorney

Schedule of Fees & Charges:

Hourly Rates

INVESTIGATION $345/hour
TESTIMONY $445/hour
PARALEGAL(S) $150/hour

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 SixtyThousand Dollars ($60,000) for attorneys’ fees and reimbursements.

1 LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND

BOUCHER LAW, PC

PREAMBLE

This legal services agreement (“Agreement”) is made and entered into on this 5th 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 BOUCHER LAW, PC comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 2081 Center Street, Berkeley, CA 94704. 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 professional services more fully described in this Agreement; and,

B. Special Counsel represents that 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.

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 4, 2025, 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 CHRISTOPHER BOUCHER. It is agreed by and between the Parties that should it be desirable for any attorney other than CHRISTOPHER BOUCHER 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.

7. BILLING INVOICES.

3 Special Counsel shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, 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 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.

4 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. 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 governing 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 secure 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.

15. AUDITS, RECORDS, AND DOCUMENTATION.

A. The City and any other federal, 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.

5 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 Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor. Said Section 2.28.030 is, by this reference, a part of t his Agreement.

B. If Special Counsel is found in violation of the nondiscrimination 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 will 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 agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, its 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 expen ses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representati ves, 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 tort or patent, copyright, trade 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 public).

18. INSURANCE REQUIREMENTS.

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

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

7 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.

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 CONTRACTING 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.

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.

BOUCHER LAW, PC

By:_______________________________

Title:_____________________________

CITY OF RICHMOND

____________________________
Mayor/ City Manager

Name:______________________ ____ _____

APPROVED AS TO FORM:

__________________________
City Attorney

ATTEST:

__________________________
City Clerk

Exhibit A

9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES

Scope of work:

Special Counsel shall conduct confidential personnel investigations.

City of Richmond Contact Attorney: Shannon L. Moore, Sr. Assistant City Attorney

Schedule of Fees & Charges:

Hourly Rates

PARTNER(S) $325/hour
PARALEGAL(S) $225/hour

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 Thousand Dollars ($50,000) for attorneys’ fees and reimbursements.

Exhibit B

10 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).

II. BILLING GUIDELINES

Exhibit B

11 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. The City may request that the assigned work be instead handled by the primary attorney. 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.

Exhibit B

12 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.

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;
 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.

Exhibit B

13 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 lette rs 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.

Exhibit C

14 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.
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.

Exhibit D

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

The Authority shall be entitled to complete access to the covered party’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any signif icant developments 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 ado pted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understa nds that the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set a n accurate reserve level, but also 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 th e facts giving rise to the lawsuit; the status of the pleadings, including 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 the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issu es directly and in a straightforward manner so that the member entity and CJPRMA 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 which a court establishes such date.
4) Defense counsel is responsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received.

Exhibit D

16 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 summary, but must, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of the effect of the deposition 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 liability is found, (3) a concise summary of injuries sustained and/or claims , (4) an assessment of any other factors (such as local jury tendencies, appearance of important witnesses, etc.) that may affect 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 experience has sh own that defense counsel retained by the member entities of CJPRMA are high -caliber, 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 evaluating counsel’s performance.

Exhibit E

17 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.

Exhibit F

18 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 information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;

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

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

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

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

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

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)

Exhibit G
19 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.

Exhibit G
20 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.

PROJECT 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.

Exhibit G
21 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

1 LEGAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF RICHMOND
AND
ELLIS INVESTIGATIONS, L.C.

PREAMBLE

This legal services agreement (“Agreement”) is made and entered into on this 22ND day of OCTOBER, 2021 (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 ELLIS INVESTIGATIONS, L.C. comprised of attorneys who conduct personnel investigations (“Investigators” or “Special Counsel”) with its principal place of business located at 455 CAPITOL MALL, STE.205, SACRAMENTO, CA 95814. Investigators 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 professional services more fully described in this Agreement; and,

B. Ellis Investigations, L.C. represents that 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:

The Original Agreement shall be amended and replaced in its entirety to read as follows:

1. RETENTION OF FIRM.

City hereby retains and authorizes Ellis Investigations, L.C. to provide investigatory legal services as may be requested, from time to time in writing by the City Attorney on an as- needed basis.

2. DESCRIPTION OF SERVICES TO BE PROVIDED.

See “Scope of Work” in Exhibit A.

3. TERM OF AGREEMENT.

The services of Ellis Investigations, L.C. are to commence upon OCTOBER 22, 2021 DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

2 and shall terminate on JUNE 30, 2023, 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 LESLIE ELLIS, KATE SVINARICH, TRACY LAW, TANIA SEANPANAH and LUCY LI. It is agreed by and between the Parties that should it be desirable for any attorney other than the attorneys listed above to work under this Agreement, such attorney may be added only with the express written consent of the City Attorney.

5. PUBLIC FUNDING.

Investigators and City mutually recognize that Investigator’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 Investigators scrupulously adhere 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 Ellis Investigations, L.C.’s performance of legal services on behalf of City under the terms of this Agreement, the firm 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.

Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.

7. BILLING INVOICES.

Ellis Investigations, L.C. shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, 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. BILLING.

Ellis Investigations, L.C. 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. Ellis Investigations, L.C. shall not use legal professionals for DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

3 secretarial work and under no circumstances shall Investigators have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by an assistant or secretary.

9. 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 Ellis Investigations, L.C. may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of attorneys under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Ellis Investigations, L.C. 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.

10. CONFLICTS OF INTEREST.

No member of the governing 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.

11. ASSIGNMENTS AND SUCCESSORS IN INTEREST.

City and Ellis Investigations, L.C. 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.

12. AUDITS, RECORDS, AND DOCUMENTATION.

A. The City and any other federal, 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. Ellis Investigations, L.C. shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Ellis DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

4 Investigations, L.C. 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, Ellis Investigations, L.C. shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.

13. NON-DISCRIMINATION.

A. As set forth in Chapter 2.28 of Richmond Municipal Code, no discrimination will be made in the employment of any person under this Agreement because of race, religious creed, sex, sexual orientation, national origin or ancestry.

Investigators agree to meet all requirements of the Richmond Municipal Code pertaining to nondiscrimination in employment.

B. If Ellis Investigations, L.C. is found in violation of the nondiscrimination 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 will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.

14. INDEMNIFICATION.

Special Counsel agrees to indemnify the City against all damages caused by Special Counsel’s intentional or negligent acts, errors or omissions (including, without limitation, professional negligence) in the performance of professional services. City agrees to indemnify the Special Counsel against all damages caused by the City’s intentional or negligent acts. Neither the Special Counsel nor the City shall be obligated to indemnify the other party in any manner whatsoever for the other party's negligence.

Notwithstanding the foregoing, Special Counsel shall have no obligation to indemnify the City for any actions, claims, complaints, damages or demands, liability, costs, losses and expenses, actual or threatened, brought by an employee, agent or witness arising from the issues under investigation.

15. INSURANCE REQUIREMENTS.

Ellis Investigations, L.C. shall maintain in full force and effect the following insurance policies:

A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability 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, DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

5 certificates of insurance and coverage verifications as defined in Exhibit D, attached to this Agreement and incorporated by this reference.

16. CONFIDENTIALITY AND MEDIA STATEMENTS.

The data, information and reports acquired or prepared by Ellis Investigations, L.C. in connection with matters upon which the City has retained Ellis Investigations, L.C. shall not be shown or distributed to any other public or private person or entity except as authorized in writing by the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Ellis Investigations, L.C. or other such information, documents, records, data or other materials to which the Ellis Investigations, L.C. has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Ellis Investigations, L.C. 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.

17. 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.

18. 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 given in the manner provided herein.

19. 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.

20. 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 DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

6 shall not be affected thereby.

21. 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.

22. SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE
STATEMENT.

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

23. COUNTERPARTS.

This Legal Services Agreement may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

7 The Parties acknowledge and accept the terms and conditions of this Agreement a s 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.

ELLIS INVESTIGATIONS, L.C.

By:

Title
: _______________________________
Dat
e: _______________________________

CITY OF RICHMOND
____________________________
C
ity Manager
Na
me:______________________
_
Date: _______________________
APP
ROVED AS TO FORM:
__________________________
C
ity Attorney
ATTEST:
__________________________
C
ity Clerk
Leslie D. Ellis, Partner
11/8/21
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90 Laura Snideman
11/22/2021

Exhibit A
8 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
S
cope of work:

E
llis Investigations, L.C. shall conduct confidential personnel investigations.

S
cope of Engagement:

T
he City understands that there are no guarantees as to the outcome of the investigation. As an independent contractor, Special Counsel has the right to determine means, manner and findings related to the investigation. The City agrees to allow Special Counsel full discretion to undertake the investigation and otherwise make findings without influencing or interfering with the outcome. The City understands and acknowledges that Special Counsel will exercise independent judgment to make whatever findings it deems are warranted based on the evidence developed in the investigation, and that this engagement is not dependent on Special Counsel making or failing to make a particular credibility determination, finding of fact or conclusion.

After conducting relevant interviews and reviewing relevant documents and information, Special Counsel will, if requested by the City, prepare a written report summarizing the investigation and findings.

L
egal Services:

I
t is understood that in this engagement, Special Counsel and the City have an attorney-client relationship and that Special Counsel is providing professional legal services based on its professional experience and expertise. Special Counsel has been retained to use its legal skills to assist the City in developing a response to the concerns. Specifically, Special Counsel will use its expertise in employment law to arrive at findings based on its professional evaluation of the evidence. The parties intend that the investigation, including Special Counsel’s communications, work product and final investigation report, will be covered by the attorney-client privilege and attorney work product protections to the extent legally permissible, unless waived by the City.

L
imited Scope Agreement:

T
he scope of this attorney-client representation is limited. Special Counsel will render legal advice to the City on issues limited to the investigation process. Special Counsel will conduct the investigation as an attorney in furtherance of the City seeking legal advice to resolve the underlying issues. The City will seek legal advice, as appropriate, from other counsel regarding what action to take as a result of the investigation. The scope of the investigation does not include rendering any legal conclusions, making recommendations or, in the event of litigation or administrative claim, representation of the City or anyone else involved in the litigation or claim.

S
pecifically, the City expressly agrees that it will look to its regular legal counsel for such services, as well as for advice with respect to issues which may arise relating to the investigation.

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit A
9 This includes, without limitation: (1) the admonitions, if any, to be made to employees who are i
nterviewed concerning confidentiality; (2) the consequences of employee failure to cooperate in the investigation; (3) the accessing of electronic and other data; (4) document retention; (5) litigation holds; (6) appropriate interim employment measures pending investigation; (7) compliance with the federal Fair Credit Reporting Act; and (8) compliance with the California Investigative Consumer Reporting Agencies Act. The City agrees it will comply with employer- required notice and consent rules to the extent applicable, including those under Civil Code sections 1786 et seq.

T
he City also agrees it will look to its regular legal counsel for advice with respect to issues of attorney-client privilege, scope of privilege, waiver and work product in connection with Special Counsel’s services.

O
ther Work:

I
f called upon in the future to testify, respond to discovery about the engagement, or defend the confidentiality of the investigation in any proceeding City agrees to pay Firm for work related to such testimony or discovery at then applicable current rates for such work. In the event of a rate increase, Special Counsel will notify the City in writing before any increase becomes effective.

Attorneys’ fees for the investigator’s separate counsel in the event of the need to respond to discovery, prepare for or testify about the investigation.” H
ourly Rates:

LES
LIE ELLIS $435/hour
OTHER ATTORNEY INVESTIGATORS $315-435/hour
LEGAL SUPPORT SPECIALIST $185/hour

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

T
otal compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Ten Thousand Dollars ($10,000).

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit B
10 BILLING PROTOCOLS/GUIDELINES
T
he 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.

T
hese 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. B

ILLING 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).

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit B
11 II. BI LLING GUIDELINES
a. A
ll 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. 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.
h. No more than two paraprofessionals may bill on a par ticular case without the prior approval of the City.
i. 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.

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit B
12 j. W ithin thirty (30) days of the E ffective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
k. 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.
l. Training time is not billable. Law clerks may be used only with prior approval. m. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
n. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
o. City reserves the right to require additional substantiation of any item of claimed expense.

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;
• 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.

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit B
13 e. C ourt 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.

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit C
14 SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of Ellis Investigations, L.C. (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”). Contra ctor understands the meaning of the following terms used in the SCCO:
a. "Dat
a Broker” means either of the following:
i. The
collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The
aggregation of data that was collected for another purpose from that for which it is ultimately used.
b.
“Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Con
tractor 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.

Con
tractor 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 _____________, 202__, at ____________________, California.

Printed Name: ___ Title:

Signed: Date:

Business Entity:

Ve
ndor SCCO Compliance Statement (Augt2020)
Leslie D. Ellis Partner 11/8/21
Ellis Investigations Law Corporation
eighth November 1
Sacramento
DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit D
15 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.

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit D
16 City of Richmond - Insurance Requirements - Type 2:

Professional Services
A
utomobile 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.

PROJECT 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
R
equired 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.

U
mbrella/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.

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Exhibit D
17 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

DocuSign Envelope ID: 44F57BF8-7561-4217-B936-4516C6AD5B90

Second Amendment to Agreement for Legal Services A-1

SECOND AMENDMENT TO AGREEMENT FOR LEGAL SERVICES

BETWEEN

THE CITY OF RICHMOND
AND
ELLIS INVESTIGATIONS, L.C.

This Second Amendment to the Agreement for Legal Services between the City of Richmond (“City”) and ELLIS INVESTIGATIONS, L.C. (“Special Counsel”) (the "Second Amendment") is entered into as of APRIL 5, 2022, by and between the City and Special Counsel with reference to the following facts:

RECITALS

WHEREAS, the City and Special Counsel entered into that certain Legal Services Agreement (“Original Agreement”) to conduct confidential personnel investigations; and

WHEREAS, the City now desires for Special Counsel t o continue conducting such investigations and to increase the compensation limit by Fifty Thousand Dollars ($50,000); and

WHEREAS, the City and Special Counsel desire to amend the Original Agreement pursuant to this Second Amendment.

NOW, THEREFORE, in consideration of the recitals hereof, and other mutual covenants and promises contained herein and for other valuable cons ideration, the receipt and sufficiency of which are hereby acknowledged, the City and Special Counsel agree as follows:

1. Amendment. Exhibit A of the Original Agreement, “Scope of Work and Schedule of Fees & Charges,” is hereby amended to read as shown in Attachment 1 to this First Amendment.

2. Effect of Second Amendment. Except as provided in this Second Amendment, all other terms of the Original Agreement shall remain in full force and effect.

3. Counterparts. This Second Amendment may be executed in counterparts each of which shall be an original and all of which shall constitute one and the same instrument.

[Signatures on following page]

Second Amendment to Agreement for Legal Services A-2
IN WITNESS WHEREOF, the City and Special Counsel have caused this Second Amendment to be effective as of the last date written below.

CITY OF RICHMOND ELLIS INVESTIGATIONS, L.C.

________________________ By __________________________ Mayor
Title _________________________
_________________________
Date
Date __________________________

Attest:

By: _____________________
City Clerk

Approved as to form:

By: _____________________
City Attorney

Second Amendment to Agreement for Legal Services A-3
Attachment 1

SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES

Scope of work:

Special Counsel shall conduct confidential personnel investigations.

City of Richmond Contact Attorney: Shannon L. Moore, Sr. Assistant City Attorney

Schedule of Fees & Charges:

Hourly Rates

LESLIE ELLIS $435/hour
OTHER ATTORNEY INVESTIGATORS $315-435/hour
LEGAL SUPPORT SPECIALIST $185/hour

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 One Hundred and Fifty Thousand Dollars ($150,000) for attorneys’ fees and reimbursements.

May 3, 2022

Information Technology

DATE: May 3, 2022
TO: Mayor Butt and Members of the City Council
FROM:

Sue Hartman, Director of Information Technology,
Subject:

Pole License Agreement for Small Cell Sites on City
Infrastructure
FINANCIAL IMPACT: The Pole License Agreement will generate an annual fee of $270 per pole used by AT&T. The fee will escalate
three percent (3%) annually. It is anticipated that AT&T will utilize approximately 100 City-owned poles over the next five years. The revenue received will be posted to account 01262117-364855.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
ISSUE:

The Information Technology Department is requesting
City Council approval of a Pole License Agreement with
New Cingular Wireless PCS, LLC that establishes the
procedures, terms, and conditions under which New
Cingular Wireless is permitted to deploy “small cell”
facilities on City-owned streetlights, traffic signals, and other vertical infrastructure.

RECOMMENDED ACTION:

ADOPT a resolution approving a Pole License
Agreement with New Cingular Wireless PCS, LLC, that
establishes the procedures, terms, and conditions under which New Cingular Wireless is permitted to deploy
“small cell” facilities on City-owned streetlights, traffic signals, and other vertical infrastructure, for a term of ten years – Information Technology Department (Sue
Hartman 510-620-6874).

AGENDA
REPORT

May 3, 2022
DISCUSSION:

Small Wireless Facilities

In general, small wireless facilities (or “small cells”) are low power wireless facilities that are used to enhance wireless network capacity. Unlike macro cell sites (i.e., traditional, large cell towers and rooftop installations) that provide broad wireless coverage , small cells are placed closer together and closer to the user. Given the abundance and location of streetlights, traffic signals , and utility poles, these structures have become the ideal support structures for wireless providers to deploy new small cells.

Dozens of small cells have already been deployed throughout the City and industry trends suggest that this will continue. As the owner of a substantial number of streetlights, wireless providers have requested the City’s permission to install small cells on City-owned poles. New Cingular Wireless PCS, LLC (d/b/a “AT&T”) is the most recent provider to request attachment rights to the City’s poles.

Accordingly, City staff recommends that the City adopt a Pole License Agreement (“PLA”) for facilities deployed on City-owned infrastructure to control the duration, terms, and scope of AT&’Ts use. The PLA would contain standardized terms and conditions for the attachment of facilities to City-owned poles. The PLA would not replace the permitting requirements in the City’s municipal code and policies related to the deployment of small wireless facilities and would be required as part of a complete application for such permits when an applicant seeks to use City-owned poles.

Federal Communications Commission Report and Order

On September 26, 2018, the Federal Communications Commission adopted a Declaratory Ruling and Third Report and Order in the Matter of Accelerating Broadband Deployment by Removing Barriers to Infrastructure Investment (“FCC Order”). The FCC Order established a new classification for small wireless facilities that imposes substantial restrictions on state and local governments’ ability to regulate these facilities.

The FCC Order limits the extent to which local agencies may impose fees on small wireless facility deployments on City-owned infrastructure. Local fees must be a reasonable approximation of the local jurisdiction’s costs and no higher than the fees charged to similarly situated competitors in similar situations. The fee limits apply to the following:

 Processing small wireless facility applications;
 Use of the public right-of-way; and
 Attachment rights to structures in the public right-of-way that are owned or controlled by local governments.

Prior to the FCC Order, local jurisdictions were able to negotiate compensation with wireless providers for access to municipal-owned poles. After the FCC Order, local governments are required to offer cost-based access or $270 per pole per year. The

May 3, 2022
City currently has one active agreement with ExteNet Systems that was entered into before the FCC Order was adopted.

Pole License Agreement (PLA) Terms

The PLA provides the terms and conditions by which wireless providers will be able to attach small cells on City-owned infrastructure. The PLA does not apply to any infrastructure that the City does not own (e.g., electric utility poles), but all small wireless facilities must obtain the applicable permits required under the Richmond Municipal Code and the City’s small wireless facility regulations.

Here is a summary of the key terms of the PLA:

1. License Area and Use. The PLA defines the area by which only a “small wireless facility” shall be installed, pursuant to the approved plans. This PLA does not limit the City’s right to use the subject pole for its own use and the Licensee shall not impede any municipal functions. The use of permitted area is limited to the construction, installation, operation, and maintenance of the small wireless facility.

2. Term. The initial term of the PLA would be for ten years from the effective date with an option to renew.

3. Fees. The annual license fee is $270.00 per pole per year, escalated three percent (3%) annually, for consistency with the presumptively reasonable license fees allowed under the FCC Order.

4. Construction, Installation, and Modification. The PLA requires the Licensee to seek any required regulatory approvals, including applicable City permits, prior to installing any equipment in the licensed area. The installation must also be in conformance with the approved plans and the Licensee is responsible for all direct and indirect costs in connection with designing, purchasing, and installing all equipment and securing any required approvals. This section also provides procedures to the extent that the Licensee seeks to change, install new, or modify any existing equipment within the licensed area.

5. Maintenance Obligations. The Licensee is required to maintain all of its equipment in good, safe, and orderly condition at all times, and shall promptly repair any damage to any of its equipment whenever repair or maintenance is required. The Licensee is also required at its sole cost and expense to repair damage or alterations caused either directly or indirectly by the Licensee or its agents.

6. Rearrangement and Relocation. In the event the City needs to perform work such as change the street grade, width, or location that impacts the small wireless facility, the City reserves the right to request a rearrangement or relocation of the equipment at Licensee’s expense. This section also covers issues that may arise when the City needs to accommodate third parties with rights to use space within the public rights-of-way.

7. Utilities. The Licensee would be required to secure its own utility services for the small wireless facility and any supporting equipment; however, the City shall make a good faith effort to ensure its utility infrastructure is available.

May 3, 2022
FINANCIAL IMPACT:

In accordance with FCC regulations, the PLA will generate an annual fee of $270 per pole used by AT&T. The fee will escalate three percent (3%) annually. Carriers are expected to deploy dozens of sites within the City over the next five years. In addition, AT&T has agreed to reimburse the City for the City’s costs to prepare and negotiate the PLA. To maintain a fair and balanced competitive environment, the City would require such cost reimbursement from AT&T’s competitors or potential competitors that negotiate an agreement for the right to attach to City-owned poles.

DOCUMENTS ATTACHED:

Attachment 1 – Resolution No. 2022-_____
Attachment 2 – Pole License Agreement
Attachment 3 – FCC Report and Order

page 1 / 5

RESOLUTION NO. 22-_____

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND APPROVING

A TEMPLATE POLE LICENSE AGREEMENT WITH NEW CINGULAR WIRELESS

PCS, LLC AND AUTHORIZING THE CITY MANAGER TO EXECUTE POLE LICENSE

AGREEMENTS FOR THE INSTALLATION OF SMALL WIRELESS FACILITIES IN

THE PUBLIC RIGHTS-OF-WAY

WHEREAS, Section 253 of the Telecommunications Act of 1996 preserves the City’s authority to control access to and use the rights-of-way within the City’s jurisdictional boundaries, and to require reasonable compensation for such use on a competitively-neutral and nondiscriminatory basis so long as such compensation is disclosed; and

WHEREAS, California Public Utilities Code §§ 7901 and 7901.1 authorizes telephone corporations to construct “telephone lines along and upon any public road or highway” within the City and “erect poles, posts, piers, or abutments for supporting the insulators, wires, and other necessary fixtures of their lines, in such manner and at such points as not to incommode the public use of the road or highway” subject to the City’s reasonable time, place and manner control; and

WHEREAS, on September 27, 2018, the Federal Communications Commission released a Declaratory Ruling and Third Report and Order (FCC 18-133) in the rulemaking proceeding entitled Accelerating Wireless Broadband by Removing Barriers to Infrastructure Investment, WT Docket No. 17-79, which interpreted various provisions in the Telecommunications Act in a manner that, inter alia, limited the compensation that state and local governments may receive from wireless providers for access to government-owned infrastructure, including City-owned streetlights for the deployment of small wireless facilities;

WHEREAS, the City owns and controls infrastructure within the public right-of- way that are potentially suitable for installing small wireless facilities and wireless providers desire to install, maintain and operate such facilities on the City's infrastructure and are willing to compensate the City in conformance with applicable laws;

WHEREAS, New Cingular Wireless PCS, LLC is requesting that the City enter into a Pole License Agreement to attach small wireless facilities to attach to City-owned infrastructure;

WHEREAS, consistent with applicable laws, the City does not intend the Pole License Agreement to grant New Cingular Wireless PCS, LLC or any particular wireless provider the exclusive right to use or occupy the public rights-of-way within the City’s territorial and/or jurisdictional boundaries, and the City may enter into similar or identical

page 2 / 5

agreements with other entities, which include without limitation to any business competitors of a wireless provider who has entered into a Pole License Agreement;

WHEREAS, on May 3, 2022, the City Council, after consideration of all pertinent documents and testimony, declared its intent to approve the template Pole License Agreement and delegate authority to the City Manager (or the City Manager’s designee) to enter into Pole License Agreements in a form materially similar to Exhibit A with authorized providers, including New Cingular Wireless PCS, LLC, subject to all the applicable permits issued by the City to protect public health, safety and welfare.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RICHMOND HEREBY RESOLVES AS FOLLOWS:

Section 1. The City Council finds that: (a) the facts set forth in the recitals in this Resolution are true and correct and incorporated by reference; (b) the recitals constitute findings in this matter and, together with the staff report, other written reports, public testimony and other information contained in the record, are an adequate and appropriate evidentiary basis for the actions taken in this Resolution; (c) the provisions in this Resolution are consistent with the General Plan, Richmond Municipal Code and applicable federal and state law; and (d) this Resolution will not be detrimental to the public interest, health, safety, convenience or welfare.

Section 2. Pursuant to the CEQA Guidelines Sections 15060(c)(2) and 15378 and Public Resources Code Section 21065, the approval of a Pole License Agreement template does not constitute a “project” because there is no potential these activities will result in a direct or reasonably foreseeable indirect physical change in the environment.

Approval of the proposed Pole License Agreement template and the associated authorization for the City Manager to enter into individual agreements are organizational and/or administrative activities of the City that establish attachment rights, procedures and mechanisms for small cell deployments on City-owned infrastructure that may be proposed in the future. If such proposals are received, the City would conduct an appropriate environmental evaluation as may be required by law before any such proposals or associated permits would be approved.

Moreover, even if the adoption of the Pole License Agreement template is a project for CEQA purposes, it would qualify for the “commonsense” exemption under CEQA Guidelines Section 15061(b)(3) or a Class 3 exemption under CEQA Guidelines Section 15303. The “commonsense” exemption applies because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. Small wireless facilities on existing poles involve limited construction activities within streets, sidewalks and other rights-of-way previously developed with transportation, communications, utility or municipal infrastructure. Small wireless facilities are unattended facilities that would not cause any change in traffic patterns, population density or intensification of use at locations where the facilities are located. No unusual circumstances exist. The Class 3 exemption also applies because small wireless facilities on existing streetlights involve construction and location of

page 3 / 5

limited numbers of new, small facilities or structures and installation of small new equipment and facilities in small structures including electrical, gas and other utility extensions. Accordingly, no further environmental review is required. This determination reflects the City’s independent judgment and analysis.

Section 3. The City Council hereby approves the template Pole License Agreement (attached as Exhibit A) for the installation, operation and maintenance of small wireless facilities by wireless providers, including New Cingular Wireless PCS, LLC, on certain City-owned infrastructure and authorizes the City Manager (or the City Manager’s designee), subject to the City Attorney’s prior review and approval, to execute Pole License Agreements in materially similar form, or with other changes that may be required by applicable laws, with such wireless providers.

Section 4. If any section, subsection, paragraph, sentence, clause, phrase or term (each a “Provision”) in this Resolution, or any Provision’s application to any person or circumstance, is held illegal, invalid or unconstitutional by a court of competent jurisdiction, all other Provisions not held illegal, invalid or unconstitutional, or such Provision’s application to other persons or circumstances, shall not be affected. The City Council declares that it would have passed and adopted this Resolution, and each Provision therein, whether any one or more Provisions be declared illegal, invalid or unconstitutional.

Section 5. This Resolution shall become effective immediately upon its passage and adoption and shall remain effective until amended, superseded or repealed by a separate Resolution adopted by the City Council.

I certify that the foregoing Resolution was passed and adopted by the Richmond City Council at a regular meeting held on , 2022 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

_________________________________________
City Clerk

(SEAL)

Approved:

_______________________________________
Mayor

page 4 / 5

Approved as to form:

________________________________________
City Attorney

page 5 / 5

EXHIBIT A

POLE LICENSE AGREEMENT

(appears behind this coversheet)

{00063906;5}
City of Richmond, CA
DRAFT Pole License Agreement

POLE LICENSE AGREEMENT

between

CITY OF RICHMOND, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY

and

NEW CINGULAR WIRELESS PCS, LLC, A DELAWARE LIMITED LIABILITY

COMPANY

{00063906;5}
City of Richmond, CA i
DRAFT Pole License Agreement

CONTENTS

1. DEFINITIONS ........................................................................................................... 2

2. LICENSE AREA ........................................................................................................ 5

2.1. License Area Defined ......................................................................................... 5

2.2. Limited Rights Created ....................................................................................... 6

2.3. No Impediment to Municipal Functions .............................................................. 6

2.4. License Area Condition ...................................................................................... 6

2.5. Licensee’s Due Diligence ................................................................................... 7

2.6. Diminutions in Light, Air or Signal Transmission or Reception ........................... 7

2.7. Certified Access Specialist Disclosure ............................................................... 7

3. USE OF LICENSE AREA ......................................................................................... 7

3.1. Permitted Use .................................................................................................... 7

3.2. Prohibition on Non-Small Wireless Facilities ...................................................... 8

3.3. Prohibition on Nuisances ................................................................................... 8

3.4. Signs and Advertisements ................................................................................. 8

4. TERM ....................................................................................................................... 8

5. FEES ........................................................................................................................ 8

5.1. Annual License Fee/Regulatory Fees/Reimbursement Fees ............................. 8

5.2. Fee Adjustments by City .................................................................................... 9

5.3. Late Fees ........................................................................................................... 9

5.4. Default Interest ................................................................................................... 9

5.5. City’s Right to Cost Reimbursement ................................................................ 10

5.6. City’s Right to Fair Market License Fees Reserved ......................................... 10

5.7. In Lieu Fee for Landscape Restoration and Maintenance ................................ 11

6. CONSTRUCTION, INSTALLATION AND MODIFICATIONS.................................. 11

6.1. Regulatory Approvals ....................................................................................... 11

6.2. Compliance with Approved Plans ..................................................................... 11

6.3. Changes or Corrections to Approved Plans ..................................................... 12

6.4. Licensee’s Contractors and Subcontractors ..................................................... 12

6.5. Labor and Materials ......................................................................................... 12

6.6. Damage or Alterations to Other Property ......................................................... 12

6.7. Underground Service Alert ............................................................................... 13

6.8. Damage and Repair to Subsurface Structures ................................................. 13

6.9. Equipment Modifications .................................................................................. 13

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6.10. Post-Completion Inspections ........................................................................ 14

6.11. As-Built Plans and Maps ............................................................................... 14

6.12. Title to Licensee’s Equipment and Other Improvements ............................... 15

7. LICENSEE’S MAINTENANCE OBLIGATIONS....................................................... 15

7.1. General Maintenance and Repair Requirements ............................................. 15

7.2. Damage Reports to the City ............................................................................. 16

7.3. Licensee’s Obligation to Make Repairs ............................................................ 16

7.4. Graffiti Abatement ............................................................................................ 17

8. REARRANGEMENT AND RELOCATION .............................................................. 17

8.1. Rearrangement and Relocation for City Work .................................................. 17

8.2. Rearrangement and Relocation to Accommodate Third Parties ...................... 18

8.3. No Right to Rearrange or Relocate City Property ............................................ 18

9. COMPLIANCE WITH LAWS ................................................................................... 18

9.1. Compliance with CPUC General Orders .......................................................... 18

9.2. Compliance with Building and Electrical Codes ............................................... 19

9.3. Compliance with FCC RF Exposure Standards ............................................... 19

9.4. Compliance with Prevailing Wage Regulations ................................................ 19

10. PUBLIC WORKS’ OPERATIONS ........................................................................ 20

10.1. City Access to License Area ......................................................................... 20

10.2. City’s Maintenance, Repairs or Alterations to License Area ......................... 20

10.3. Notice to Licensee for Non-Emergency Maintenance or Repairs ................. 21

10.4. Emergencies ................................................................................................. 21

11. INTERFERENCE ................................................................................................ 21

12. LIENS .................................................................................................................. 22

13. UTILITIES ............................................................................................................ 22

14. TAXES AND OTHER ASSESSMENTS ............................................................... 23

15. INDEMNIFICATION............................................................................................. 23

15.1. Licensee’s Indemnification Obligations ......................................................... 23

15.2. Licensee’s Defense of the City ..................................................................... 24

16. INSURANCE ....................................................................................................... 24

17. LIMITATIONS ON THE CITY’S LIABILITY .......................................................... 24

17.1. General Limitations ....................................................................................... 25

17.2. Consequential, Indirect or Punitive Damages ............................................... 25

17.3. No Relocation Assistance ............................................................................. 25

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17.4. No Personal Liability for City Personnel ........................................................ 26

18. CASUALTY ......................................................................................................... 26

18.1. City’s Rights Upon a Casualty Event ............................................................ 26

18.2. Licensee’s Termination Rights Upon a Casualty Event ................................ 26

18.3. Statutory Waiver ........................................................................................... 27

18.4 Insurance Proceeds ...................................................................................... 27

19. CONDEMNATION ............................................................................................... 27

20. ASSIGNMENTS AND OTHER TRANSFERS ...................................................... 27

20.1. General Restriction ....................................................................................... 27

20.2. Permitted Assignments ................................................................................. 28

20.3. Effect of Assignment ..................................................................................... 28

21. DEFAULT ............................................................................................................ 29

21.1. Defaults and Cure Periods ............................................................................ 29

21.2. Licensee’s Remedies .................................................................................... 29

21.3. City’s Remedies ............................................................................................ 29

21.3.1. License Continuation .............................................................................. 29

21.3.2. License Termination ............................................................................... 29

21.3.3. Default Fees ........................................................................................... 30

21.4. Cumulative Remedies ................................................................................... 30

22. TERMINATION .................................................................................................... 30

23. HAZARDOUS MATERIALS ................................................................................. 31

23.1. Limitations on Hazardous Materials Use ....................................................... 31

23.2. Notice to the City After a Release ................................................................. 31

23.3. Licensee’s Hazardous Material Indemnification Obligations ......................... 31

24. RULES AND REGULATIONS ............................................................................. 32

25. PERFORMANCE BOND ..................................................................................... 32

26. SURRENDER OF LICENSE AREA ..................................................................... 33

27. INSPECTIONS AND REPORTS ......................................................................... 33

27.1. License Area Inspections .............................................................................. 33

27.2. Records Maintenance and Audits ................................................................. 34

27.3. Annual Licensee Build-Plan Forecasts ......................................................... 34

28.1. Notices .......................................................................................................... 35

28.2. Waivers ......................................................................................................... 36

28.3. Integration; Amendments .............................................................................. 36

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28.4. Interpretation ................................................................................................. 36

28.4.1. General .................................................................................................. 37

28.4.2. Joint and Several Liability ....................................................................... 37

28.4.3. Captions and Other Reference Material ................................................. 37

28.4.4. Time ....................................................................................................... 37

28.4.5. Inclusive Words and/or Phrases ............................................................. 37

28.5. Successors and Assigns ............................................................................... 38

28.6. Brokers ......................................................................................................... 38

28.7. Governing Law; Venue ................................................................................. 38

28.8. Litigation Fees and Costs ............................................................................. 38

28.9. Recording ..................................................................................................... 38

28.10. No Third-Party Beneficiaries ...................................................................... 39

28.11. Survival ...................................................................................................... 39

28.12. Severability ................................................................................................ 39 SCHEDULE 1 ................................................................................................................ 41 SCHEDULE 2 ................................................................................................................ 42 EXHIBIT A-1 .................................................................................................................. 43 EXHIBIT A-2 .................................................................................................................. 44 EXHIBIT B ..................................................................................................................... 45 EXHIBIT C ..................................................................................................................... 50

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DRAFT Pole License Agreement

POLE LICENSE AGREEMENT

This POLE LICENSE AGREEMENT (“License”) dated ____________________ (the “ Effective Date ”) is between the CITY OF RICHMOND, a chartered California municipal co rporation (the “ City”) and NEW CINGULAR WIRELESS PCS, LLC , a Delaware limited liability company (“Licensee”).

BACKGROUND

A. Section 253 of the Telecommunications Act of 1996, Pub. L. No. 104-104, 110 Stat. 56, codified as 47 U.S.C. § 253, preserves the City’s authority to control access to and use of the rights-of-way within the City’s jurisdictional boundaries, and to require reasonable compensation for such use on a competitively -neutral and nondiscriminatory basis so long as such compensation is disclosed; and

B. California Public Utilities Code §§ 7901 and 7901.1 authorizes telephone corporations to construct “telephone lines along and upon any public road or highway” within the City and “erect poles, posts, piers, or abutments for supporting the insulators, wires, and other necessary fixtures of their lines, in such manner and at such points as not to incommode the public use of the road or highway” subject to the City’s reasonable time, place and manner control; and

C. On September 27, 2018, the Federal Communications Commission adopted a Declaratory Ruling and Third Report and Order (FCC 18 -133) in the rulemaking proceeding ent itled Accelerating Wireless Broadband by Removing Barriers to Infrastructure Investment , WT Docket No. 17 -79 (the “ Order”), which interpreted various provisions in the Telecommunications Act in a manner that, inter alia: (1) limited the compensation that state and local governments may receive from wireless communication and infrastructure providers for access to their public rights- of-way and government -owned infrastructure; (2) significantly curtailed state and local d iscretionary authority over wireless facility placement and design; and (3) imposed procedural regulations that require state and local governments to negotiate agreements such as this License and approve or deny associated permit applications within sixty (60) or ninety (90) days; and

D. Licensee installs and maintains wireless communications facilities on existing vertical infrastructure in the public right-of-way; and

E. Licensee warrants and represents to the City that Licensee has the authority under applicable Laws to install and maintain telephone lines within the State of California, which include wireless communications facilities, in the public right-of-way to provide wireless communications services; and

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F. The City owns as its personal property a substantial number of existing poles within the public right -of-way that are potentially suitable for installing wireless communications facilities within the City’s jurisdiction and has a duty to derive appropriate value from the City’s property assets for the public good; and

G. Licensee desires to install, maintain and operate wireless communications facilities on the City’s poles in the public right -of-way in a manner consistent with the City’s regulatory authority and Licensee is willing to compensate the C ity for the right to use the City’s poles for wireless communications purposes; and

H. Consistent with California state law, the City intends this License to be applicable only to a City -owned pole, and does not intend this License to require any consideration as a precondition for any telephone corporation’s access to the public rights-of-way permitted under California Public Utilities Code § 7901; and

I. The City desires to authorize Licensee’s access to an individual City-owned pole, or a batch of up to five individual pole(s)based on the terms and conditions set forth in this License, and pursuant to all the applicable permits issued by the City to protect public health and safety; and

J. Consistent with federal and California state law, the City does not intend this License to grant Licensee any exclusive right to use or occupy the public rights-of-way within the City’s territorial and/or jurisdictional boundaries, and Licensee expressly acknowledges that the City may in its sole discretion enter into similar or identical agreements with other entities, which include without limitation Licensee’s competitors; and

K. On [date], the City Council of the City of Richmond adopted Resolution No. [number], which approved the form and material terms for this License to be used in connection with the licensing of Vertical Infrastructure for wireless facilities, and further delegated authority to the City Manager to enter into such agreements.

NOW THEREFORE, for good, valuable and sufficient consideration received and acknowledged by the City and Licensee, the City and Licensee agree as follows:

AGREEMENT

1. DEFINITIONS

“Agent” means a party’s agent, employee, director, officer, contractor, subcontractor or representative in relation to this License.

“Approved Plans” means the detailed plans and equipment specifications, which include without limitation all equipment, mounts, hardware, utilities, cables, conduits, signage, concealment elements and other improvements proposed by Licensee and approved by the City for Licensee’s construction and/or installation work in connection with the License

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Area, as more particularly described in Exhibit A-2 (Approved Plans) attached hereto and incorporated herein.

“Broker” means any licensed real estate broker or other person who could claim a right to a commission or “finder’s fee” in connection with the license(s) or other real estate rights contemplated or conveyed in this License.

“City Attorney” means the City Attorney of the City of Richmond, California.

“City Property” means any interest in real or personal property owned or controlled by the City, which includes without limitation any and all (1) land, air and water areas; (2) license interests, leasehold interests, possessory in terests, easements, franchises and other appurtenant rights or interests; (3) public rights-of-way or public utility easements; and (4) physical improvements such as buildings, structures, infrastructure, utility and other facilities, and alterations, installations, fixtures, furnishings and additions to existing real property, personal property and improvements.

“Claim” means any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties and expenses, whether direct or indirect.

“CPUC” means the California Public Utilities Commission established in the California Constitution, Article XII, § 5, or the CPUC’s duly appointed successor agency.

“Environmental Laws” means any Law in relation or connection to industrial hygiene, environmental conditions or Hazardous Materials (as defined in this License).

“Equipment” means antennas, radios and any ass ociated utility or equipment box, and battery backup, transmitters, receivers, amplifiers, ancillary fiber -optic cables and/or wiring, and ancillary equipment used for radio communication (voice, data or otherwise) transmission and/or reception, which includes without limitation the means, devices and apparatus used to attach any Equipment to any licensed Vertical Infrastructure, and any ancillary equipment such as wiring, cabling, power feeds or any similar things, and any signage attached to such Equipmen t that may be approved by the City or required by Law.

“FCC” means the Federal Communications Commission or its duly appointed successor agency.

“Hazardous Material ” means any material that, due to its quantity, concentration or physical or chemical characteristics, is at any time now or hereafter deemed by any local, regional, state or federal body with jurisdiction and responsibility for issuing Regulatory Approvals in accordance with applicable Laws to pose a present or potential hazard to human health, welfare or safety, or to the environment. The term “Hazardous Material” as used in this License will be broadly construed, and includes, without limitation, the following: (1) any material or substance defined as a “hazardous substance”, or “pollutant” or “contaminant” in the Comprehensive Environmental Response, Compensation and