CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Project Ma nager:
Project Manager E-mail:
Project Manager Phone No:
P.R. No: Vendor No: P.O./Contract No:
Description of Services:
Amendment No. ___ modifies the: (2nd or subsequent amendments attach Amendment History page)
Term, Payment Limit and Service Plan
Payment Limit and Service Plan
Term an d Service Plan
Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2. Purpose
. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on , which original term commenced on and terminates with an original contract payment limit of $ . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
Contract Amendment/EJ/TE 09-26-07
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
6. Insurance Coverage Updated and Maintained.
Pursuant to the Original Contract,
the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures
. These signatures attest the parties’ agreement hereto:
CITY OF RICHMOND, CALIFORNIA
a municipal corporation
By _______________________
Title:
I hereby certify that the Original Contract
and this Amendment have been approved
by the City
Council or executed by the City
Manager.
By _______________________
City Clerk
Approved as to form:
By_______________________
City Attorney
List of Attachments:
1. Amendment Provisions
2. Updated Insurance Certificates
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or
nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and
the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313.
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN)
1. Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragra
ph 2 of the Original Contract is amended to read as
follows:
"2. Term. The effective date of this Contract is
____________________________________________________________ (Insert original contract commencement date)
and it terminates
___________________________________________________.
(Insert new contract termination date)
unless sooner terminated as provided herein."
2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the
payment limit by $ . Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ including expenses."
“The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000.”
3. The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the f
ollowing tasks and/or services:
Contract Amendment/EJ/TE 9-26-07
Contract Amendment between the City of Richmond and
Amendment No. P.O./Contract No.
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increa sed contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increa sed contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The third Contract Amendment was approved by City Coun cil of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increa
sed contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increa sed contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increa sed contract payment limit by $ ________________for a payment limit not to exceed $ _________________________.
Term Amendment (insert new termination date):________________________
Service Plan
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ 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 F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement
Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
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 Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
EXHIBIT I-1
BRYAN KERN, Principal
11121 Carmel Commons Blvd., Suite 375
Charlotte, NC 28226
Office: (980) 272-1904
Email: [email protected]
May 9, 2022
Anil Comelo
Interim Deputy City Manager
City of Richmond, California
450 Civic Center Plaza
Suite 300
Richmond, CA 94804
Via e-mail: [email protected]
Re: Swap Advisory Services for City of Richmond, California (the “Client”)
Dear Mr. Comelo:
On behalf of my colleagues at KPM Financial, LLC (“KPM”) I am pleased to provide this engagement letter to provide derivatives advisory services to Client. KPM is a full-service derivatives advisory firm focused on serving the needs of its clients with th e highest levels of integrity and in a fully transparent manner. As such, and based upon our understanding of the proposed assignment, the following outlines KPM’s proposed engagement by Client and the basis for compensation.
SCOPE OF SERVICES . KPM will provide derivatives advisory services to Client relating to the proposed termination of the interest rate swap associated with its Series 2005 Pension Obligation Bonds (the “Bonds”) on a task-by-task basis as requested by Client. We have listed below a number of major deliverables pertaining to the services we will provide. The engagement may include any or all of the services outlined below or similar services which might be requested by Client from time to time.
Interest Rate Swap Advisory
▪ Provide ongoing monitoring of Client’s existing swap to include periodic market valuations as needed. ▪ Participate in any strategic planning sessions as it relates to the refunding of the Bonds and the termination of the associated swap.
▪ Assist Client, in conjunction with its legal counsel, in the completion/updated of any regulatory or pre- trade disclosure statements, acknowledgments or agreements. ▪ Review the appropriate interest rate swap documentation including, but not limited to, authorizing resolution, hedge identification letter (if applicable), Schedule to the ISDA Master Agreement, Credit Support Annex (if applicable), and confirmation.
▪ Provide transactional education and analysis for Client’s staff and board, as required. ▪ In conjunction with any swap, KPM may create a bid package, abbreviated term sheet, or other oral or written summary (in each case, a “Bid Package”), which may outline the financial terms, credit, and documentation requirements of the existing swaps. KPM will seek Client’s authorization and approval prior to distributing any Bid Package.
▪ Facilitate the termination of Clients’ interest rate swap. Such process may include distributing a pre- approved Bid Package and conducting a competitive bid or a direct negotiation with a counterparty approved by the Client.
▪ Provide a Certificate of Hedge Advisor in conjunction with the execution of the interest rate derivative to be relied upon by tax counsel for making necessary identifications for tax purposes, if applicable. ▪ Provide a Price Verification Certificate in conjunction with the swap incorporating a verification of the reasonableness of the swap provider’s spread.
▪ Maintain written policies and procedures reasonably designed to ensure that KPM has sufficient knowledge to evaluate proposed transactions and risks.
It is expressly understood that KPM is not acting as Client’s financial advisor in a more general manner and will not be reviewing financial documents (other than ISDA and other financing documents specifically related to the proposed swap) on Client’s behalf including, but not limited to, the Official Statement (if one exists). KPM will not be providing advice to Client regarding the most appropriate underlying debt instruments.
ENGAGEMENT DURATION. The term of this engagement shall commence on the execution date of this engagement letter and shall expire upon the completion of any swap transaction terminated in conjunction with this engagement. The engagement may be extended by mutual agreement, and with additional provisions, as necessary, for additional terms beyond the initial engagement expiration.
CLIENT’S DECISION. With respect to any matter described in this engagement letter, nothing herein shall limit Client’s unqualified right in Client’s discretion: (a) to reject in whole or in part any advice, suggestion, counsel or proposal made by KPM; or (b) to make any decision Client deems to be in the best interests of Client, including but not limited to any decision with respect to any swap transaction, issue or sale of notes, bonds or other obligations.
PERFORMANCE. In providing the services under this engagement, KPM will provide a duty of care and loyalty, make full and fair disclosure of all material facts and conflicts of interest and employ reasonable care to advance Client’s objectives. It is expressly understood that KPM in its regular course of business acts in an advisory capacity relating to transactions between unrelated clients and Client’s actual or proposed swap provider.
RELIANCE. In performing this engagement, KPM w
ill rely upon Client to provide requested or relevant financial, disclosure and other information pertaining to Client or the potential swap transaction(s) and, among other things, to comply with then-existing disclosure standards or requirements. KPM will not independently verify the accuracy or sufficiency thereof but in all such regards instead shall be entitled to, and will, rely upon Client and other agents of Client without further investigation by KPM. It is further understood that KPM will not provide advice to Client relating to any transactions or recommendations to which KPM is not made aware and Client has not requested the advice be provided.
COMPENSATION. In consideration of providing the above Interest Rate Swap Advisory Services at the direction of the Client, KPM will be paid a fixed fee of $10,000 as a retainer for services paid at the time of execution of this agreement. In addition, KPM will be paid a fixed fee of $40,000 at the time of the termination of the referenced transaction IF BONDS ARE ISSUED. Total contracted fee – ex clusive of expenses – shall be $50,000.
In addition to the compensation for professional services outlined above, KPM asks to be reimbursed for out- of- pocket expenses incurred in connection with providing financial advisory services. Customary out- of-pocket expenses include costs of travel, meals, lodging, printing/copying, etc. KPM will not receive reimbursement for indirect costs such as telephone, fax, and conference call services.
Such fee may vary if unusual or unforeseen circumstances arise which require a significant increase in the type or scope of our responsibilities. If at any time we believe circumstances require an adjustment of our fee as set forth above, we will consult with you and will promptly provide an updated Scope of Services through a separate writing.
In conjunction with this solicitation, Client will be directly responsible for:
1) Client attorneys’ fees and other attorneys’ fees that Client agrees to pay. 2) Fees and expenses of Bond Counsel.
CONFLICTS OF INTEREST. The duties, obligations, and responsibilities of the parties hereto only shall be those specified in this Agreement, and this Agreement shall in no way impair the right of KPM to act on behalf of any other party or parties unless doing so would create an i mpermissible and unavoidable conflict of interest. KPM represents that in connection with the completion of a transaction, KPM may receive compensation from the Client for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of the Municipal Securities Rulemaking Board’s (“MSRB”) Rule G-42, KPM hereby discloses that such contingent and/or transactional compensation may present a poten tial conflict of interest regarding KPM’s ability to provide unbiased advice to enter into such transaction. This conflict of interest will not impair KPM’s ability to render unbiased and competent advice or to fulfill its fiduciary duty to Client.
If KPM becomes aware of any additional potential or actual conflict of interest after this disclosure, KPM will disclose the detailed information in writing to the Client in a timely manner.
LEGAL AND DISCIPLINARY EVENTS. Pursuant to Section 15B of the Exchange Act, KPM is registered as a Municipal Advisor with the SEC and the MSRB. This registration, among other things, serves to disclose legal and disciplinary actions against the municipal advisor. KPM does not have any legal events or disciplinary history on KPM’s Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The Issuer may electronically access KPM’s most recent Form MA and each most recent Form MA- I filed with the Commission at the following website: www.sec.gov/edgar/searchedgar/companysearch.html .
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA- I filed with the SEC. If any material legal or regulatory action is brought against KPM, KPM will provide complete disclosure to the Issuer in detail allowing the Issuer to evaluate KPM, its management and personnel.
CUSTOMER COMPLAINTS. Pursuant to MSRB Rule G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients. As such, within the MSRB website at www.msrb.org , Client may obtain the Municipal
Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.
We look forward to working with you during this engagement. Please acknowledge acceptance of these terms by signing in the space provided below and returning an electronic copy to us.
Sincerely,
Bryan Kern
Managing Member
City of Richmond, California
__________________________________
By
__________________________________
Title
__________________________________
Date