CITY OF RICHMOND
STANDARD CONTRACT
Department: Human Resources Project Manager: Kimberly J Greer Project Manager E-mail: Project Manager Phone No:
[email protected] 620-6605
PR No: Vendor No: 6596 P.O./Contract No:
Description of Services:
General Liability Third Party Administrator services
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:
George Hills Company, Inc.
Company Name:
Street Address: 3043 Gold Canal Drive #200
City, State, Zip Code: Rancho Cordova, CA 95670
Contact Person: John Chaquica
Telephone: (915) 859-4824 Email: [email protected] Business License No: 40018218 / Expiration Date: December 31, 2019 A California corporation, L limited liability corporation •] general partnership, [ limited partnership, L] individual, L non-profit corporation, individual dba as [specify:] _
| other [specify:]
Term. The effective date of this Contract is July 1, 2019 and it terminates June 30; 2022 unless terminated as provided herein.
3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 510,000.00 City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. Cily's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
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.
Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
George Hills Company, Inc.
By:
(* The Corporation Chairperson of the Board
President or Vice President should sign below)
Title:
I hereby certify that this Contract
has been approved by City Council.
Date Signed: 1/15/19
or Panela Christ
(* The Corporation Chief Financial Officer,
Approved as to form: sovery or spite certar promises belon Tile: Finance Director
By:
eity Attorney
Date Signed: 7/15/19
Bruce Reed Goodmiller
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
George Hills Company, Inc.
EXHIBIT A
SERVICE PLAN
Project Manager
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
Please see Attachment A (Request for Proposals) for Service Plan details.
Contractor shall be paid a not-to-exceed amount as follows:
Fiscal Year 2019/2020 - $168,600
Fiscal Year 2020/2021 - $168,600
Fiscal Year 2021/2022 - $172,800
For the Contract between the City of
Richge dias Company, Inc.
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc. Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request..
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Kimberly J Greer Department: Human Resources PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Kimberly J Greer before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
George Hills Company, Inc.
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:
Kimberly J Greer
City of Richmond
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
John Chaquica
George Hills Company, Inc.
3043 Gold Canal Drive #200
Rancho Cordova, CA 95670
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 2 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 3 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staffs determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 4 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 5 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with §2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of ervices, or method of compensation (as al be deemed extraneous to, and orresponding responsibilities of City, :
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 purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 12 of 13
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.
General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond anc
George Hills Company, Inc
EXHIBITE
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
1. At the sole discretion of the City of Richmond, contract may be extended for an additional two (2) years.
2. Contractor shall adhere to all guidelines as set forth in Attachment A (Request for Proposals, issued April 23, 2019).
3. (regarding General Conditions #12) Both Contractor and City shall have the right to terminate this agreement without cause, by giving not less than ninety (90) days written notice of termination. Such notice shall be sent to each entity's representative, as identified in Exhibit C of this contract.
4. (regarding General Conditions #15) Contractor will defend, indemnify, and hold harmless the City from and against all claims, demands, actions, or causes of actions which may arise from the action, conduct, or failure to act by Contractor personnel. The City will defend, indemnify, and hold harmless the Contractor from and against all claims, demands, actions, or causes of actions which may arise from the action, conduct, or failure to act by the City. City will defend, at no cost to the Contractor, in those cases wherein the Contractor is named in a filed or verified complaint simply by virtue of the fact it is the Contractor firm on a given claim.
For the Contract between the City of
Richmond and
George Hills Company, Inc.
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
- Exhibit F
— Section 8
City of Richmond - Insurance Requirements - Type 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 material element of the contract. Failure to maintain or renew coverage or to provide evidence ol 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 Statutory limits as required by the State of California including $1 million Employers' Liability 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 $2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general (primary and excess limits aggregate shall apply separately to this project, service or location or the combined) 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.
Type 2 - Page 1 of 3
Revised: September 2011
- Exhibit F
_ Section 8
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 & _PROJECT COST REQUIRED LIMIT Omissions Liability - $0 - $1 million $1 million p/o.
$1 million = $5 million $2 million p/o
Required for all professionals
Over $5 million $5 million p/o
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 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
Waiver of Subrogation Contractor's insurer will provide a Waiver of Subrogation in favor of the City Endorsement Form 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 ny deductible or self-insured retention must be declared to and approve Retentions y the City. At the option of the City either the insurer shall reduce o Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating : 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.
Type 2 - Page 2 of 3
Revised: September 2011
-Exhibit F
— Section 8
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 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 equired coverage, terms and conditions are still in place. Renewal certificates and updated endorsement shall be mailed to the Desianated Proiect 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
ly failure to comply with reporting or other provisions of the policies including breaches of warranties shall n fect coverage provided to the City, its officers, officials, employees or volunteer Consistent with Public Policy
ublic policy and thus enforceable
Type 2 - Page 3 of 3
Revised: September 2011
ATTACHMENT A
CITY OF RICHMOND
REQUEST FOR PROPOSALS
GENERAL LIABILITY CLAIMS HANDLING AND ADMINISTRATION
The City of Richmond (City) desires to obtain competitive proposals relative to the orovision of quality claims administration services for its self-insured general liability program. The Request for Proposals (RFP) process requires that specific informatior be provided. Bidders may expand on the information requested and/or provide other related information. However, it is important that bidders follow the directions, proposal format, and comply with all instructions contained in the RFP to ensure that the proposal is considered.
Three (3) copies of the proposal must be submitted by 5:00 p.m. on May 10, 2019 to the City. See Section VI for submittal information.
I. Background
A. The City Of Richmond
Incorporated in 1905, Richmond is the second largest city in Contra Costa County with a current population of 104,513. Richmond is a full service city providing the usual services such as police, fire, public works, and recreation. In addition, the city has a library, port operations, public housing, and an employment and training department that provides services to members of the community to improve employment opportunities, and works with youth to provide life skills and occupational development.
The Rosie the Riveter World War Il Home Front National Historical Park was dedicated in 2000 and is officially located in Richmond, as a remembrance to the six million women who worked in the shipyards and industrial facilities during World War II.
Richmond was selected for the park because it has many intact buildings that were constructed for 56 wartime industries. Its four shipyards produced 747 large ships and set production records. The Home Front effort changed Richmond from a community of 23,600 residents to a diverse population of over 100,000 people within a year.
Industries operated around the clock and public housing, schools, day care centers, health care and merchants mobilized to support the new workforce that arrived on the city's doorstep.
Today, Richmond is a busy city with a diverse commercial sector. The city is an important oil refining, industrial, commercial, transportation, shipping, and government center. An active redevelopment program in the downtown and waterfront areas and active commercial expansion in the City's Hilltop area, along the Interstate 80 and Interstate 580 corridors, and along the new Richmond Parkway have added to the tax base of the City in recent years.
ATTACHMENT A
The City is governed by a seven member City Council including the Mayor. The City Manager is appointed by the Mayor and Council, and is responsible for the operation of all municipal functions. The Risk Management function is located in the Human Resources Management Department and works closely with the City Attorney's Office in the management of liability claims.
B. Current Claims Administration
General liability claims are currently administered by George Hills Company, Inc. since 2004. This RFP is issued due to the expiration of the City's current contract.
Prior Claims Information:
See Exhibit A for claims history since 2009.
D. Excess Coverage:
The California Joint Powers Risk Management Authority (CJPRMA) currently provides the City's excess liability coverage with a self-insured retention of $500,000 per claim.
E. Program Management:
The Risk Manager, located in the Human Resources Management Department, manages the general liability program, with the City Attorney's Office managing litigation. An objective of the risk management function is to evaluate current practices, procedures, risks and exposures, to reduce claim frequency, severity, and financial impact upon the City. The risk management function also manages workers' compensation claims, employee benefit programs, risk assessment, insurance acquisition, and safety programs. Staff authority for settlement of claims is limited to $10,000 and settlements above this amount require City Council approval.
Il. Scope of Work
A. Claims Handling
Promptly make up a claim file after receipt of the claim from the City.
Investigate claims and incidents which may be the subject of such claim against the City. Recommend acceptance/rejection of submitted claims.
2. Provide claims adjusting for liability claims with a date of loss of July 1, 2009 and thereafter.
Assess and evaluate the nature and extent of each claim, and establish claim reserves for indemnity, medical, and legal expenses.
4. Ensure timely claim handling, including follow-up with claimants regarding claim issues and processing.
2 ATTACHMENT A
Determine the need for defense representation, recommend legal counsel, and monitor litigation activity. Selection of defense and subrogation counsel shall be by the City of Richmond with input from the administrator.
Report claims to the excess insurer, and coordinate with the excess insurer on a claim's progress, in accordance with the excess insurer's reporting requirements; submit requests for reimbursement on behalf of the City to the excess insurer.
Coordinate Medicare and Medicaid set aside agreements in compliance with Section 111 of the MMSEA including required reporting.
It will be the claims administrator's duty to tender and demand indemnification from responsible persons, agencies, and/or agents in an effort to recover losses suffered by the City by way of claims filed against the City.
Provide a designated claim adjuster for the City. Claim adjuster may not be changed without mutual consent of City during term of contract.
B. Litigation
1. Litigation efforts shall be closely monitored by the adjusting firm with regular communications with City staff.
Settlement authority on litigated claims must be approved by City staff prior to being presented or negotiated with claimant's attorney.
Prior to any settlement conference, adjusting firm and/or legal counsel, whichever is appropriate, will provide a written analysis of the case, including options and recommendation for settlement.
4. City staff must be informed of all settlement offers received from claimant or claimant's attorney.
Provide litigation management on litigated cases, controlling defense activities, ensure early settlement options are considered (as appropriate), communicate regularly with defense counsel, and monitor cost of litigation.
C. Financial Accounting
1. A trust fund shall be maintained for the purpose of paying expenses that may be due on the claims. The amount that will be maintained in the trust fund shall be determined by the parties and confirmed by written document.
2. A copy of all checks, vouchers or warrants drawn by the adjusting firm to pay benefits on City claims shall be provided to the City. 3 ATTACHMENT A
A monthly check/voucher register of all transactions made for the period shall be provided by the adjusting firm.
The City reserves the right to conduct a financial audit of the trust account to insure the integrity of the account.
D. Data Products
Adjusting firm shall provide a computerized loss run and summary report each month covering activity on all newly reported, open, and newly closed claims for the period. This report will be customized for the City's needs and will provide the following by claim year:
Monthly listing of open claims by date of loss, department, location, and alpha by name showing expense categories, reserves and total incurred.
b. Various responsive reports on demand, at no additional charge, such as claim frequency reports, i.e., by cause, site, department, Provide monthly claim summary reports, within 15 days of month- end.
2. Provide loss run data and required reports for actuarial, auditing and reserve analysis purposes.
Desired software systems will be windows based, available 24 hours/day, 7 days/week, and able to provide email exchanges.
Provide a report writer function for City staff to design customized ad hoc and standard reports to be printed at City offices, as well as training on usage of report writer function.
5. Transfer all current and past loss data from SIMS to administrator's software system.
Provide compliance with required reporting requirements for liability (including self insurance) under Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007 (MMSEA).
7. Provide training, support, and software access to City's Risk Manager to look up claim information and data as required, and run reports as needed.
E. Additional Services
4 ATTACHMENT A
Claim adjuster attendance at hearings, settlement conferences, conferences with defense counsel, small claims court proceedings, meetings with City staff, and departments when required.
Communication, written, oral, and in person, with City staff by the claims adjuster is an important element of the services expected.
All records, files, transcripts, computer tapes and other materials on laims adjusting activity developed on the City of Richmond claims is th roperty of the City of Richmond and must be relinquished in good order an condition upon termination of this contract with the adjusting firm. The City shall not be required to pay any additional cost for the transfer of files to the City.
Attend all meetings with City staff as requested.
Be available for file audit checks by the City when requested.
Cooperate with file and program audits with City designated auditors.
Be available to respond, potentially upon short notice, to a major emergency or catastrophe involving potential claims.
8. Provide monthly claims diary of all open files and enter review notes on claim reporting system.
9. Upon request, provide training to City managers and supervisors on general liability issues, loss control, management responsibilities, and practices to improve reduction of filed claims.
Provide internet e-mail communications for designated claims adjuster to City staff.
11. Provide an administrative manual on claims processing.
12. If available, loss control, investigative services (Sub-rosa, fraud investigation), specialized training or workshops should be stated, including additional costs for such services.
III. Minimum Qualifications
The firm and/or its principals servicing the City shall have at least five (5) years administration experience in the commercial or municipal administration of general liability claims. Preference will be given to firms with municipal or other public agency claims handling experience.
The firm servicing the City of Richmond shall at all times have a proximate northern California location to the City conducive to the expedient
ATTACHMENT A
investigation/administration of claims (in the sole discretion of the City), as part of the claims service.
The designated claims adjuster must have a minimum of five years experience as an adjuster. The claims adjuster must be in possession of the State of California Insurance Code Recertification certificate. Preference will be given to adjusters who are certified and designated as Registered Professional Adjusters and comply with the annual professional education requirements.
The designated claims adjuster must be experienced with defense and plaintiff counsel within, and adjacent to, the county of Contra Costa.
The designated claims adjuster must be experienced in issues involving the State Tort Claims Act, governmental immunities, settlement negotiation tactics, legal theories, relevant case law, Americans with Disabilities Act, discrimination laws, sexual harassment case law, etc.
The designated claims adjuster must be experienced in public entity client work including law enforcement claims, inverse condemnation, land use, governmental immunity defenses.
The firm must have a strong customer service orientation at all levels of the firm. A designated manager must have the authority to resolve client issues immediately, including re-assignment of adjusting firm's staff to client's satisfaction.
The designated claims adjuster shall not have a caseload that prevents prompt and timely response to City and claimants, and quality workmanship in the handling of claims. Caseloads shall be provided to the City, and the City has the discretion to approve or disapprove of the caseload assigned to the adjuster.
If the caseload is not approved, the firm will be required to adjust the caseload to secure City concurrence.
9. The adjusting firm must provide a qualified back up adjuster in the event of absence of the designated adjuster.
IV. Proposal Format
A. General
Please submit an original and five (5) copies of your proposal. The proposal shall be in an 8 ½ x 11 format with foldouts utilized as necessary. The cover shall clearly indicate the proposal title and the firm name.
The proposal shall be prepared and organized using the following content format:
Part 1. Organization of firm
Part 2. Staffing
6 ATTACHMENT A
Part 3. Experience
Part 4. Scope of Work
Part 5. Quality Control Procedures
Part 6. Reports
Part 7. Fees
Part 8. Contractual Requirements
Part 9. Insurance Compliance
Part 10. Appendices
B. Confidential Material
Proposals submitted in response to this request become the property of the City and are subject to the provisions of the California Public Records Act. Bidders shall identify information in their bid they deem to be confidential; if the City agrees with that designation, such information will be held in confidence in accordance with the California Public Records Act.
C. Proposal Content
Proposals are expected to comply with the outline presented, complete with part designations and responses to each part's component.
Part 1. Organization of Firm
A. Give name of firm, business address and date established.
Specify if a corporation, partnership or sole proprietorship. If a corporation or partnership, specify when and where incorporated or formed. List other DBA's.
List officers, partners or owners of the firm by name, title and percent of ownership.
Indicate any relationship of firm to parent companies or organizations and subsidiary relationships.
Give name, title, address and telephone number of individual with authority to negotiate on behalf of the firm and who may be contacted during the period of proposal evaluation.
F. Give the total full and part-time staff currently employed by the firm.
Part 2. Staffing
A. Submit resume(s) of key personnel to be assigned as principals to the City's account if awarded contract. Submit name of designated claims adjuster, resume, and current salary.
7 ATTACHMENT A
B. Describe adjuster assignment procedures and rotation procedures if applicable.
Submit an outline of the firm's organizational structure. Describe support staff.
Identify the person to act as contract administrator if awarded the contract.
This person must have full authority to resolve disputes with the City.
Provide the location and address where the claims will be located and managed.
Describe staff training programs and incentive programs.
G. Specify adjuster turnover rate within the last 2 calendar years.
Part 3. Experience
Describe the firm's business experience in general liability claims administration - particularly experience with municipalities or other public agencies.
Include a list of public entity clients within the last five (5) years for whom your firm has performed general liability claim administration services. Provide the name and phone number of an individual with each client the City can contact to check references.
Provide a list of past clients who have elected to contract with other claims administrators during the past 24 months.
Part 4. Scope of Work
Describe how the firm proposes to meet the scope of work in Section Il of this RFP, with additional services provided at additional cost (if any) indicated.
Part 5. Quality Control Procedures
Describe internal audit control procedures including methodology, frequency, persons in charge, and corrective actions.
B. Describe supervisor review of adjuster's claims including frequency and appropriate actions taken.
C. Describe the business nature of other entities whose claims are to be handled by the designated adjuster.
Explain the customer service and quality assurance program offered by your firm to the client.
8 ATTACHMENT A
Part 6. Reports
A. Provide examples of reports contemplated by firm to meet the City's needs. Do not include lengthy loss run reports.
B. Describe the computer system used by the firm and client access into the system.
C. Describe internet based services available to client to mange their claims and retrieve information and reports.
Describe your company's efforts to comply with Medicare and Medicade Reporting Requirements and services being provided to your clients to assist in this transition.
Part 7. Fees
A. Explain the fee structure for claims adjusting (Annual flat fee is preferred, payable monthly). Include expenses for claims adjuster, file storage fees, mileage expenses, communication expenses, etc.
B. Identify allocated loss adjustment expenses that would typically be paid by client.
C. Identify the amount of payment received by your firm with any sub- contractor, the name of the sub-contractor, and services provided.
Part 8. Contractual Requirements
The City expects to retain an adjusting firm to serve for a period of at least 3 calendar years with annual extensions thereafter. A 60-day cancellation clause will be included. In this part, provide information regarding any special contractual requirements your firm desires. The awarding firm shall execute the attached sample contract with the City. Identify any exceptions to the City contract form.
Part 9. Insurance Compliance
The successful firm must be able to provide evidence of insurance coverage as follows:
Professional Liability including Errors and Omissions coverage of at least $1,000,000 per occurrence.
Comprehensive General or Commercial General Liability (including for each Bodily Injury, Personal Injury and Property Damage) of at least $2,000,000 per occurrence, and $4,000,000 general aggregate; and Auto Liability with limits of 9 ATTACHMENT A
at least $1,000,000 combined single limit. The City will require an Additional Insured endorsement.
Workers' Compensation Insurance with statutory limits and Employer's Liability coverage of $1,000,000 per accident.
D. Refer to the attached City contract for specific requirements related to insurance.
V. Schedule
The following is the schedule for the RFP process. Proposers will be notified of changes.
• Issuance of the Request for Proposal: April 23, 2019
• Date proposals are due May 10, 2019
• Potential interviews of administrators May 13, 2019
• City Council Award June 18, 2019
• Assumption of services: July 1, 2019
The City reserves the right to change the above dates in its sole discretion as needs dictate.
VI. Proposal Submittal/Evaluation
A. Date and Time for proposal submittal
Sealed Proposals shall be submitted to:
Kim Greer, Risk Manager
City of Richmond
Human Resources Management Department
Risk Management Division
450 Civic Center Plaza
P.O. Box 4046
Richmond, CA 94804
Proposals must be received at the above address by 5:00 p.m. on Friday, May 10, 2019 to be considered. Postmarks and faxed submittals will not be accepted. Late proposals will be rejected. The Human Resources Management Department clock at City Hall will be used to determine timeliness of submittals.
B. Evaluation
The proposal will be rated and ranked based on the following criteria (which is not in rank order of importance):
10 ATTACHMENT A
1. Ability to provide all services as outlined in the Request for Proposal. 40%
2. Experience of the firm and expertise of its personnel assigned to the 10% City's account in provision of services.
3. Past record of performance including control of costs, quality of work, 10% and completion of tasks in a timely manner.
4. Cost of services. 30%
5. Concept and proposed solutions, including responsiveness to the 5% RFP, completeness and thoroughness of proposal.
6. Additional services available from firm which are deemed to be of 5% benefit to City.
VIl. Disclaimers
1. Costs for developing proposals are entirely the responsibility of the party responding to the RFP and shall not be chargeable in any way to the City. This Request for Proposals is not in any way to be construed as an agreement, obligation, or other contract between the City and any person or firm submitting a proposal.
2. Proposals shall be reviewed by City and those deemed to be most qualified in the sole discretion of the City shall be scheduled for an interview with a review panel.
3. Bidder presentations will be scheduled at the discretion of the City and bidders shall bear any expense associated with such presentation. Bidders not available to attend the presentation may be removed from further consideration. Bidders are expected to place the date for the interviews on their calendar at this time; alternate scheduling will not be accommodated.
4. The City shall not discriminate on the basis of race, color, ancestry, religion, creed, national origin, gender, sexual orientation, physical handicap, age and marital status in the award or performance of any contract or subcontract resulting from or relating to this contract.
5. The proposal will not constitute an agreement, but rather, will supply provisions which will be incorporated by reference into an agreement between the parties for claims adjusting services.
6. Payment for services will be made in arrears upon submittal of invoice with terms of net 30.
7. The City reserves the right to withdraw this RFP at any time without prior notice.
The City also makes no representations that any agreement will be awarded to any 11 ATTACHMENT A
bidder responding to this RFP. The City expressly reserves the right to reject any and all proposals and to be the sole judge of the responsibility of any bidder and of the suitability of the materials and/or services to be rendered. The City reserves the right to waive any minor irregularities, informalities, or oversights at its sole discretion. The term "minor" as used herein means any bidder or City irregularities or oversights that does not materially affect or alter the intent and purpose of the RFP, and does not provide an unfair advantage or disadvantage to a bidder.
8. City reserves the right to contract directly with any ancillary service (i.e., bill review, sub rosa) that it deems would better serve the City for cost efficiency and service delivery. It is expected that claims adjusting firm shall cooperate with any such ancillary service.
9. Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFP. Any party attempting to influence the RFP, bid submittal, and review process may have their bid rejected for violating this provision of the RFP.
10. With regard to any proposal sent by mail to the City, the proposer shall be solely responsible for its delivery to the City prior to the date and hour set forth herein.
Any proposals received subsequent to the date and hour set forth herein, because of delayed mail delivery or any other reason, will not be considered by the City.
11. The City reserves the right to reject any or all of the proposals received, to negotiate with qualified proposers, or to cancel the request for proposals in part or in its entirety without explanation to the proposers.
12. The City may interview a select number of providers in order to develop a recommendation to be submitted to the City Manager for consideration and selection. The services provided by the successful bidder shall be governed by a Consultant Services Agreement (see attached).
VIll. Information
Questions Concerning Request for Proposals
All questions must be submitted via the electronic BidsOnline system on the Q&A tab by 5:00pm PST, on Tuesday, April 30, 2019. If the City finds it necessary to issue an addendum, prospective Offerors 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 May 2, 2019. 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.
IX. Date of Request for Proposal April 23, 2019
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