MEETING(S) ARE VIRTUAL
REGULAR RICHMOND CITY COUNCIL AGENDA
Tuesday, November 1, 2022, 4:30 p.m.
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:
Thomas K. Butt, Mayor
Demnlus Johnson III, Councilmember at Large
Nathaniel Bates, Councilmember at Large
Claudia Jimenez, Councilmember District 6
Eduardo Martinez, Vice Mayor at Large
Melvin Willis, Councilmember District 1
Gayle McLaughlin, Councilmember District 5
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PURSUANT to the Governor of the State of California’s Assembly Bill 361 and in the interest of the public health and safety, attendance at the City of Richmond City Council meeting will be limited to Council members, essential City of Richmond staff, and members of the news media. Public comment will be confined to items appearing on the agenda and will be limited to the methods provided below.
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Properly labeled public comments will be considered a public record, put into the official meeting record, available after the meeting as supplemental materials, and will be posted as an attachment to the meeting minutes when the minutes are posted: http://www.ci.richmond.ca.us/Archive.aspx?AMID=31.
Procedures for Removing Items from the Consent Calendar: Members of the public who request to remove an item from the consent calendar must first discuss the item with a staff member by phone or a back-and- forth email discussion, and state the name of the staff member when requesting removal of the item from the consent calendar (by 2 p.m. the day of the meeting).
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The Clerk’s Office must be informed of any requests to remove items from the Consent Calendar. Items removed from the Consent Calendar shall be placed at the end of the agenda for consideration.
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Requests made by mail to City Clerk’s Office, City Council meeting, 450 Civic Center Plaza, Richmond, CA 94804 must be received at least two days before the meeting. Requests will be granted whenever possible and resolved in favor of accessibility.
Effect of Advisory on In-person public participation: During the pendency of Assembly Bill 361, the language in this Advisory portion of the agenda supersedes any language contemplating in-person public comment.
Disclaimer: The City Clerk's Office translates agendas to enhance public access. Translated agendas are provided as a courtesy and do not constitute legal notice of the meeting or items to be discussed. In case of discrepancy, the English agenda will prevail.
Pages
A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 4:30 p.m.
B. ROLL CALL
C. CLOSED SESSION
JOINT CITY COUNCIL AND RICHMOND HOUSING AUTHORITY
.
C.1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) Avalos v. City of Richmond•
C.2. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
Two Cases•
C.3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
Property: South 45th Street to the west, Wall Avenue to the south, Interstate 80 to the east, and the BART tracks to the north Agency negotiators: Anita Luck, Lina Velasco, and Jesus Morales Negotiating parties: Miraflores Community Devco, LLC
Under negotiation: Price and terms of payment
•
Property: Nevin Plaza - 2400 Nevin Plaza
Agency negotiators: Shasa Curl and Nannette Beacham
Negotiating parties: EAH Housing
Under negotiations: Price and Terms of Payment
•
C.4. CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6)
Agency Representatives: Sharrone Taylor and Jack Hughes Employee organizations:
SEIU Local 1021 Full Time Unit and Part Time Unit1.
IFPTE Local 21 Mid-Level Management Unit and Executive
Management Units
2. Richmond Police Officers Association RPOA3.
Richmond Police Management Association RPMA4.
IAFF Local 1885.
Richmond Fire Management Association RFMA6.
D. PUBLIC COMMENT BEFORE CLOSED SESSION
E. ADJOURN TO CLOSED SESSION
________________________________________________________
F. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
6:30 p.m.
G. ROLL CALL
H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING
CLOSED SESSION
L. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) M. ABATEMENT REPORT FROM THE PUBLIC WORKS DIRECTOR - 1st Tuesday (public comment allowed under Open Forum)
N. OPEN FORUM FOR PUBLIC COMMENT
O. CITY COUNCIL CONSENT CALENDAR
O.1. City Attorney's Office
O.1.a. Legal Services Agreement with Liebert Cassidy Whitmore Legal for Litigation Services
12 APPROVE a new agreement with the law firm of Liebert Cassidy Whitmore, in a total amount not to exceed $225,000, for the continuation of litigation legal services, for a term of June 30, 2022, to June 30, 2023 – City Attorney’s Office (Dave Aleshire/Heather McLaughlin 510-620-6509).
O.1.b. Legal Services Agreement for Labor Negotiations and Employment Advice and Representation with the Law Firm of Liebert Cassidy Whitmore
58 APPROVE a legal services agreement with the law firm of Liebert Cassidy Whitmore, for a total contract amount of $165,000, for a term starting July 1, 2022, through June 30, 2023 – City Attorney’s Office (Dave Aleshire 510-620-6509).
O.2. City Clerk's Office
O.2.a. City Council Meeting Minutes 129
APPROVE the minutes of the October 18, 2022, Regular City Council meeting - City Clerk's Office (Pamela Christian 510-620-6513).
O.3. City Council
O.3.a. Audit of the Port of Richmond 142
DIRECT staff to conduct a comprehensive audit of the Richmond Port that will provide a Comprehensive Assessment and integrate the development of the Blue-Green New Deal into the ongoing planning and operations of the Port of Richmond and return to the City Council in January 2023 - Councilmembers Claudia Jimenez (510-620-6565) and Gayle McLaughlin (510-620-6636).
O.4. Community Development
O.4.a. On-Call Financial and Economic Analyses Services 144 ADOPT a resolution authorizing contracts for on-call financial and economic analyses services, for an amount not to exceed $50,000 per vendor, including Land Econ Group, David Paul Rosen & Associates, and CSG Advisors, for a one-year term, November 1, 2022, through October 31, 2023, with an option to extend the contract term date for one year – Community Development Department (Lina Velasco/Jesus M. Morales 510-620-6706).
O.4.b. Terraces Subordination Agreement 250
AUTHORIZE the city manager to execute the Subordination and Intercreditor Agreement by and between the City of Richmond, a California municipal corporation and Citibank, N.A. a national banking association, and acknowledged by Richmond Nevin Associates, a California limited partnership and make any changes to the Subordination and Intercreditor Agreement that may be needed – Community Development Department (Lina Velasco/Jesus Morales 510-620-6649).
O.5. Economic Development
O.5.a. Marina Lease Amendment and Assignment 290
APPROVE an assignment of Marina Lease to Safe Harbors Marinas (SHM MBYH, LLC); and APPROVE an amended and restated Marina Lease between the City of Richmond and Safe Harbors Marinas (SHM MBYH, LLC) for the balance of the 55-year original lease term ending June 30, 2055 – City Manager’s Office (Craig Murray 510- 307-8188).
O.5.b. Point Molate Monthly Report – September 2022 452 RECEIVE the Point Molate September 2022 update report on maintenance, security, and park activities – City Manager’s Office (Craig Murray 510-307-8188).
O.6. Finance Department
O.6.a. Approval of Liens and Special Assessments for Unpaid Garbage Collection Service Fees Due to Republic Services
469
ADOPT a resolution authorizing placement of liens and special assessments for unpaid garbage collection service fees on County property tax records – Finance Department (Delmy Cuellar 510-620- 6790/Antonio Banuelos 510-620-6741).
O.6.b. Investment and Cash Balance Report, and Monthly Overtime Reports for the Month of September 2022
526
RECEIVE the City’s Investment and Cash Balance Report and monthly Overtime Reports for the month of September 2022 – Finance Department (Delmy Cuellar 510-620-6790/Mubeen Qadar 510-412-2077).
O.7. Library and Community Services
O.7.a. State of California Department of Parks and Recreation Outdoor Equity Grant Program Funds for the Youth Outdoors Richmond Program
541
ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $700,000 from the State of California Department State of Parks and Recreation Outdoor Equity Grant Program Funds for the Youth Outdoors Richmond Program - Library and Community Services Department (LaShonda White/Jene Levine-Snipes 510-307- 8132).
O.7.b. Authorize the Purchase of 35 Refurbished Laptops from Tech Exchange for Library Patron Use, in Partial Fulfillment of a Federal Communications Commission Emergency Connectivity Fund Award 546
APPROVE the purchase of 35 Dell Latitude e5470 laptops from Tech Exchange, for a total purchase price of $12,492.70 – Library and Community Services Department (Diana Lopez/Christopher Larsen 510-620-5524).
O.8. Mayor's Office
O.8.a. Support of Women’s Rights in Iran 552
ADOPT a resolution firmly supporting the immediate release of all women’s rights defenders and prisoners of conscience in the Islamic Republic of Iran, condemning the brutal murder of Mahsa Amini, and asking for the immediate cessation of human rights abuses against the Iranian people - Mayor’s Office (Mayor Tom Butt 510-620-6503).
O.8.b. Extra Mile Day – November 1, 2022 556
PROCLAMATION declaring November 1, 2022, as Extra Mile Day in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510-620- 6503).
O.8.c. Family Court Awareness Month – November 2022 559 PROCLAMATION declaring November 2022 as Family Court
Awareness Month in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510-620-6503).
O.8.d. Design Review Board Appointment 562
APPOINT Leah Marthinsen, Design Review Board, Seat #2,
Unexpired Term Expires March 17, 2023 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
O.8.e. Commission on Aging Reappointment 565
REAPPOINT Naomi Williams, Commission on Aging, Seat #9, Term Expires May 19, 2026 - Mayor’s Office (Mayor Tom Butt 510-620- 6503).
O.8.f. Community Police Review Commission Reappointment 567 REAPPOINT Yenny Garcia, Community Police Review Commission, Seat #4, Term Expires November 1, 2025 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
O.8.g. Fund for Children and Youth Oversight Board Reappointment 570 REAPPOINT Katherine Lee, Fund for Children and Youth Oversight Board, Seat #2, Term Expires December 2, 2023 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
O.8.h. Housing Advisory Commission Reappointments 577
REAPPOINT Y’Anad Burrell, Housing Advisory Commission, Seat #1, Term Expires November 1, 2024; Dena Nelson, Housing Advisory Commission, Seat #2, Term Expires November 1, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
O.8.i. Recreation and Parks Commission Reappointments 581 REAPPOINT Joey Smith, Recreation and Parks Commission, Seat #4, Term Expires October 26, 2025; Allison Blakeley, Recreation and Parks Commission, Seat #7, Term Expires October 26, 2025; Maryn Hurlbut, Recreation and Parks Commission, Seat #8, Term Expires October 26, 2025 – Mayor’s Office (Mayor Tom Butt 510-620-6503).
O.8.j. Youth Council Reappointment 587
REAPPOINT Gabrielle Stevenson, Youth Council, Seat #5, Term Expires October 1, 2023 – Mayor’s Office (Mayor Tom Butt 510-620- 6503).
O.8.k. Veterans Day 2022 589
ADOPT a resolution honoring Veterans Day – Mayor’s Office (Mayor Tom Butt 510-620-6503)
O.9. Public Works
O.9.a. Dump Day Event Agreement 592
APPROVE the Dump Day Event Agreement with Caltrans; and ACCEPT and APPROPRIATE $25,000 of funds to be reimbursed to the City of Richmond’s Public Works Department, Abatement Division – Public Works Department (Nickie Mastay/Hugo Mendoza 510-231- 3030)
P. NEW BUSINESS
P.1. Report on Police and Fire Department Recruitment 599 RECEIVE a status report on the police department and fire department recruitment efforts – Human Resources Department (Sharrone Taylor 510-620- 6803). This item was continued from the October 25, 2022, meeting.
P.2. 2019-20/2020-21 Rent Program Annual Report 600
RECEIVE the 2019-20/2020-21 Rent Program Annual Report infographic video - Richmond Rent Program (Nicolas Traylor 510-620-6564). This item was continued from the October 25, 2022, meeting.
Q. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
R. ADJOURNMENT
________________________
November 1, 2022
City Attorney's Office
DATE: November 1, 2022
TO: Mayor Butt and Members of the City Council
FROM:
Dave Aleshire, City Attorney
Heather Mc Laughlin, Interim Senior Assistant City
Attorney
Subject:
Legal Services Agreement with Liebert Cassidy
Whitmore Legal for Litigation Services
FINANCIAL IMPACT: The total expenditure of $225,000 was budgeted in FY 2021-2022 Risk Management General Liability Fund
50182316-400554.
PREVIOUS COUNCIL
ACTION:
The original legal services agreement was approved by
the City Council on October 5, 2021.
STATEMENT OF THE
ISSUE:
The law firm of Liebert Cassidy Whitmore is currently
defending the City in three employment litigation
matters. The firm’s contract expired, and the City
Attorney’s Office seeks approval of a new legal services agreement to pay $125,000 in past due invoices and an
additional $100,000 to continue providing
representation.
RECOMMENDED ACTION:
APPROVE a new agreement with the law firm of Liebert
Cassidy Whitmore, in a total amount not to exceed
$225,000, for the continuation of litigation legal services, for a term of June 30, 2022 to June 30, 2023 – City
Attorney’s Office (Dave Aleshire/Heather McLaughlin
620-6848).
AGENDA
REPORT
November 1, 2022
DISCUSSION:
Liebert Cassidy Whitmore is a law firm with several offices throughout California that exclusively provides legal services to public sector agencies. In addition, Liebert Cassidy Whitmore has a consortium that offers management training at a reduced cost to the City. Liebert Cassidy Whitmore has the experience and expertise necessary to continue providing legal support in general labor and employment issues and related litigation. The firm has provided litigation services and related support under an agreement with the City and is currently representing the three employment litigation matters. If these matters proceed through trial, additional funds will be needed to support the defense of the lawsuits.
Like many firms, Liebert Cassidy Whitmore routinely adjusts its rates. While the agreement allows the rates to be adjusted at the staff level, City staff rejected the proposed increase and Liebert Cass idy Whitmore has agreed to keep the rates from the expired agreement for this fiscal year. Partner rates are $380 per hour and associate rates are between $240-$300 per hour. The approval of the litigation agreement will allow the firm to continue to provide services for on-going litigation matters. The total amount of the $225,000 request is comprised of the approximately $125,000 in past due bills from the date the contract expired on June 30, 2022, to present as well as $100,000 to continue its representation of the City in pending employment litigation matters.
DOCUMENTS ATTACHED:
Attachment 1 – Liebert Cassidy Whitmore LSA Litigation (Expired) Attachment 2 – Liebert Cassidy Whitmore LSA Litigation (Proposed)
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1 LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
LIEBERT CASSIDY WHITMORE
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 1st day of JULY, 2022 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and LIEBERT CASSIDY WHITMORE comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at 135 MAIN STREET, 7th FLOOR, SAN FRANCISCO, CA 94105. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and,
B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
1. RETENTION OF FIRM.
A. City hereby confirms, retains and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.
B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.
C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from
2 time to time under the terms and conditions of this Agreement.
2. DESCRIPTION OF SERVICES TO BE PROVIDED.
These services may include, but are not limited to, providing advice and counsel on legal matters affecting City, performing legal research, representing City in judicial proceedings in state and/or federal court or other dispute resolution forums or before administrative agencies, negotiating contracts and drafting contracts, correspondence and other legal documents as may become necessary. These services shall also include the preparation and delivery of status reports to City as specified in paragraph 11 of this Agreement.
3. TERM OF AGREEMENT.
The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2023, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than
SUZANNE SOLOMON, ABIGAIL CLARK, RICHARD BOLANOS, LISA
CHARBONNEAU, JESSE MADDOX. It is agreed by and between the Parties that should it be desirable for any attorney other than SUZANNE SOLOMON, ABIGAIL CLARK, RICHARD BOLANOS, LISA CHARBONNEAU, JESSE MADDOX to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.
5. PUBLIC FUNDING.
Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost-effective representation in all aspects of this Agreement.
3 6. PAYMENT FOR SERVICE.
In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.
Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.
Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
7. BILLING INVOICES.
Special Counsel shall, within fifteen (15) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to [email protected]
8. PROJECT PLAN AND BUDGET AND RESERVES.
Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget) and Exhibit D (Mandatory Case Reporting Policy), when the case is reportable to the City’s excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is reportable to CJPRMA, Special Counsel shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.
9. LITIGATION GUIDELINES.
When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.
10. BILLING.
Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly
4 devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.
11. STATUS REPORTS.
Special Counsel shall, every thirty (30) days, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding month, the current status of each pending matter, results obtained or expected to be obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please keep the status reports brief and spend no more than one (1) hour billing for your time.
Please also attach any referenced filings to your status report.
12. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
13. CONFLICTS OF INTEREST.
A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to supercede all applicable rules of professional conduct relating to conflict of interest.
5 14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
15. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City.
Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
16. NON-DISCRIMINATION.
A. As set forth in Chapter 2.28 of Richmond Municipal Code, no discrimination will be made in the employment of any person under this Agreement because of race, religious creed, sex, sexual orientation, national origin or ancestry. Special Counsel agrees to meet all requirements of the Richmond Municipal Code pertaining to nondiscrimination in employment.
B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
17. HOLD HARMLESS/INDEMNIFICATION.
Special Counsel agrees to ind emnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the Ci ty, its City Council and each
6 member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the per formance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public).
18. INSURANCE REQUIREMENTS.
Special Counsel shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability insurance policy; and, D. Professional liability policy.
Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit G, attached to this Agreement and incorporated by this reference.
19. CONFIDENTIALITY AND DISCLOSURE.
The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney.
20. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to
7 this Agreement.
21. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.
Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.
22. NOTICES.
All notices, invoices, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and to Special Counsel at its principal place of business listed on page one of this Agreement
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
23. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
24. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.
25. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
8 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
LIEBERT CASSIDY WHITMORE
By:_______________________________
Title:_____________________________
CITY OF RICHMOND
____________________________
Mayor/ City Manager
Name:______________________
APPROVED AS TO FORM:
__________________________
City Attorney
Exhibit A
9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall Represent the City in connection with employment litigation matters, including appeals, as assigned by the City Attorney.
City of Richmond Contact Attorney: Shannon L Moore, Sr. Assistant City Attorney Dave J. Aleshire, City Attorney
Schedule of Fees & Charges:
Hourly Rates
PARTNER(S) $380/hour
ASSOCIATE(S) $240-300/hour
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of Two Hundred Twenty-Five Thousand Dollars ($225,000) for attorneys’ fees.
Exhibit B
10 BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.
Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the attorney, the time spent and the exact nature of the service rendered. e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).
Exhibit B
11 II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of performance of the service. e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
Exhibit B
12 j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
Actual printing costs;
Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
Actual cost of postage (including express mail delivery charges); Facsimile charges at the rate of $0.25 per page;
Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
Actual cost of long distance telephone calls;
Transcription and reporter's fees; and
Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy.
Exhibit B
13 b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for ph one calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.
Exhibit C
14 PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
Anticipated total costs;
The primary issues;
The probability of success; and
A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
Pre-commencement (legal and factual research for the complaint or answer); Pleadings;
Preliminary motions;
Initial discovery;
Factual investigation of merits (interviewing clients, employees and third parties);
Review and abstract City's documents;
Expert (non-medical) investigation and reports;
Medical experts and examinations;
Legal research on merits;
More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
Settlement negotiations;
Trial preparation; and
Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
Exhibit C
15 h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.
Exhibit D
16 California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.
The Authority shall be entitled to complete access to the covered party’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant developments a t least quar terly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.
In addition, the CJPRMA Board of Directors has adopted the following m andatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liabili ty picture m ay develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liability; any reque sts for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary. 3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel is responsib le to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received.
Exhibit D
17 5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi-page deposition summary, but must, at a minimum, include a concise report of major events o ccurring at the deposition, and an evaluation of the effect of the deposition testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessm ent of any ot her factors (such as local jury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.
This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past experience has shown that defense counsel retained by the member entities of CJPRMA are high-caliber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel’s performance.
Exhibit E
18 LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.
Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.
Exhibit F
19 City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Exhibit F
20 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for sati sfaction 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
21 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project 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
November 1, 2022
City Attorney's Office
DATE: November 1, 2022
TO: Mayor Butt and Members of the City Council
FROM:
Dave Aleshire, City Attorney
Heather McLaughlin, Interim Senior Assistant City
Attorney
Subject:
Legal Services Agreement for Labor Negotiations and
Employment Advice and Representation with the Law
Firm of Liebert Cassidy Whitmore
FINANCIAL IMPACT: The total expenditure for the legal services agreement for labor negotiation is not to exceed $165,000 (Human
Resources Legal Services General Fund 01181016-
400206).
PREVIOUS COUNCIL
ACTION:
The original negotiations agreement was approved
October 1, 2018, and the agreement expired on June 30,
2022.
STATEMENT OF THE
ISSUE:
The law firm of Liebert Cassidy Whitmore has provided
ongoing legal support in labor relations and police
personnel matters. The City Attorney’s Office is
requesting City Council to approve a legal services
agreement in the amount of $165,000 to pay for past due bills and to allow the City to use Liebert to assist the City in labor negotiations.
RECOMMENDED ACTION:
APPROVE a legal services agreement with the law firm
of Liebert Cassidy Whitmore, for a total contract amount of $165,000, for a term starting July 1, 2022, through
June 30, 2023 – City Attorney’s Office (Dave Aleshire
510-620-6509).
AGENDA
REPORT
November 1, 2022
DISCUSSION:
Liebert Cassidy Whitmore is a law firm with several offices throughout California that exclusively provides legal services to public sector agencies. In addition, Liebert Cassidy Whitmore has a consortium that offers management training at a reduced cost to the City. Liebert Cassidy Whitmore has the experience and expertise necessary to continue providing legal support in labor negotiations, general labor and employment legal advice and litigation. The services provided by Liebert Cassidy Whitmore have been highly beneficial to the City. Given the turnover in the negotiating team and the firm's history with the City, its experience and expertise are necessary to provide continuing representation for the City of Richmond during the current labor negotiations. Partners bill at $380 per hour and associates bill between $240 to $300 per hour. Moreover, the firm provides legal advice to the Fire and Police Departments and training for the City's Management Leadership Academy.
The original agreement, as amended, expired on June 30, 2022, and there are $65,806 in outstanding, unpaid invoices since the expiration of the contract. The requested $165,000 accounts for the remaining balance and the estimated amount moving forward to continue with labor negotiations and to represent the City in several police personnel matters.
DOCUMENTS ATTACHED:
Attachment 1 – Liebert Cassidy Whitmore Legal Services Agreement (“LSA”) Negotiations with amendments (expired contract)
Attachment 2 – Liebert Cassidy Whitmore Legal Services Agreement (proposed)
1 AMENDMENT NO. 1 (RESTATED)
LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
LIEBERT CASSIDY WHITMORE
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 1ST of November, 2019 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and LIEBERT CASSIDY WHITMORE comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 6033 W CENTURY BLVD, 5TH FLOOR, LOS ANGELES, CA 90045. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and,
B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
1. RETENTION OF FIRM.
A. City hereby confirms, retains and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.
B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.
C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from time to time under the terms and conditions of this Agreement.
2 2. DESCRIPTION OF SERVICES TO BE PROVIDED.
These services may include, but are not limited to, providing advice and counsel on legal matters affecting City, performing legal research, representing City in judicial proceedings in state and/or federal court or other dispute resolution forums or before administrative agencies, negotiating contracts and drafting contracts, correspondence and other legal documents as may become necessary. These services shall also include the preparation and delivery of status reports to City as specified in paragraph 11 of this Agreement.
3. TERM OF AGREEMENT.
The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on DECEMBER 31, 2020, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than MR. JACK HUGHES It is agreed by and between the Parties that should it be desirable for any attorney other than MR. JACK HUGHES to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.
5. PUBLIC FUNDING.
Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost effective representation in all aspects of this Agreement.
3 6. PAYMENT FOR SERVICE.
In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.
Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.
Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
7. BILLING INVOICES.
Special Counsel shall, within fifteen (15) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be submitted to:
City Attorney’s Office
City of Richmond
450 Civic Center Plaza, Suite 340
Richmond, CA 94804
Attn : Bruce Reed Goodmiller, City Attorney
8. PROJECT PLAN AND BUDGET AND RESERVES.
Special Counsel shall provide a project plan and budget for any project or case assigned to Special Counsel under this Agreement. Project plans and budgets shall conform to the guidelines set forth in Exhibit C (Project Plan and Budget) and Exhibit D (Mandatory Case Reporting Policy), when the case is reportable to the City’s excess insurance carrier, California Joint Powers Risk Management Authority (CJPRMA). If the case is reportable to CJPRMA, Special Counsel shall provide an initial report notifying them of the claim or lawsuit within 30 days of receipt of the assignment and the estimated exposure. The City Attorney and Risk Manager shall be copied on all correspondence sent to CJPRMA.
9. LITIGATION GUIDELINES.
When litigation is included in the scope of work, litigation guidelines as specified in Exhibit E are to be followed.
10. BILLING.
Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing
4 City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.
11. STATUS REPORTS.
Special Counsel shall, every thirty (30) days, submit via electronic mail a written update setting forth a summary of activities performed on behalf of City during the preceding month, the current status of each pending matter, results obtained or expected to be obtained, a summary of invoices for the preceding month and other information relating to the services rendered as City may reasonably request. The update should be emailed to the City Attorney with a copy to the Risk Manager and CJPRMA, if applicable. Please keep the status reports brief and spend no more than one (1) hour billing for your time.
Please also attach any referenced filings to your status report.
12. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
13. CONFLICTS OF INTEREST.
A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement.
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to supersede all applicable rules of professional conduct relating to conflict of interest.
5 14. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Special Counsel bind themselves, their partners, successors, assigns, executors and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
15. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City.
Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
16. NON-DISCRIMINATION.
A. As set forth in Chapter 2.28 of Richmond Municipal Code, no discrimination will be made in the employment of any person under this Agreement because of race, religious creed, sex, sexual orientation, national origin or ancestry. Special Counsel agrees to meet all requirements of the Richmond Municipal Code pertaining to nondiscrimination in employment.
B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
17. HOLD HARMLESS/INDEMNIFICATION.
Special Counsel agrees to indemnify, hold harmless, release and defend to the maximum extent permitted by law, and covenants not to sue, the City, its City Council and each
6 member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (including, without limitation, professional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the performance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public).
18. INSURANCE REQUIREMENTS.
Special Counsel shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability insurance policy; and, D. Professional liability policy.
Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit F, attached to this Agreement and incorporated by this reference.
19. CONFIDENTIALITY AND DISCLOSURE.
The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney.
20. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to
7 this Agreement.
21. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.
Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.
22. NOTICES.
All notices, invoices, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and [email protected] and cc to [email protected] and [email protected] and to Special Counsel at its principal place of business listed on page one of this Agreement.
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
23. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
24. INVALID PROVISIONS.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby.
25. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required.
8 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
LIEBERT CASSIDY WHITMORE
By:_______________________________
Title:_____________________________
CITY OF RICHMOND
____________________________
Mayor/ City Manager
Name:______________________
APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
_________________________________
City Clerk
Exhibit A
9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide advice to the City on an as-needed basis on human resources issues, an act the City’s Chief Negotiator in negotiations with the City’s represented employee units. In addition, Special Counsel shall provide training programs for City employees and human resources advice to departments.
(City of Richmond Contact Attorney: Bruce A. Soublet, Senior Assistant City Attorney)
Schedule of Fees & Charges:
Hourly Rates
PARTNER(S) $370/hour
ASSOCIATE(S) $210- 320/hour
PARA-PROFESSIONAL(S) $80-170/hour
LITIGATION SUPPORT $80-170/hour
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of EIGHTY-FIVE Thousand Dollars ($85,000) for attorneys’ fees.
Exhibit B
10 BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.
Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the attorney, the time spent and the exact nature of the service rendered. e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).
Exhibit B
11 II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of performance of the service. e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
Exhibit B
12 j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
Actual printing costs;
Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
Actual cost of postage (including express mail delivery charges); Facsimile charges at the rate of $0.25 per page;
Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
Actual cost of long distance telephone calls;
Transcription and reporter's fees; and
Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy.
Exhibit B
13 b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For example, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.
Exhibit C
14 PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
Anticipated total costs;
The primary issues;
The probability of success; and
A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
Pre-commencement (legal and factual research for the complaint or answer); Pleadings;
Preliminary motions;
Initial discovery;
Factual investigation of merits (interviewing clients, employees and third parties);
Review and abstract City's documents;
Expert (non-medical) investigation and reports;
Medical experts and examinations;
Legal research on merits;
More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
Settlement negotiations;
Trial preparation; and
Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
Exhibit C
15 h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.
Exhibit D
16 California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.
The Authority shall be entitled to complete access to the covered party’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant dev elopments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.
In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the file from the member agency. CJPRMA understands that the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of providing an early, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liability ; any requests for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary. 3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel is responsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received.
Exhibit D
17 5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This need not be a multi -page deposition summary, but must, at a minimum, include a concise report of maj or events occurring at the deposition, and an evaluation of the effect of the deposition testimony on the case. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an ass essment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise summary of injuries sustained and/or claims, (4) an assessment of any other factors (such as local jury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.
This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past experience has shown that defense counsel retained by the member entities of CJPRMA are high-caliber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel’s performance.
Exhibit E
18 LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.
Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.
Exhibit F
19 City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Exhibit F
20 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self -insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
Exhibit F
21 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project 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
1 LEGAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RICHMOND
AND
LIEBERT CASSIDY WHITMORE
PREAMBLE
This legal services agreement (“Agreement”) is made and entered into on this 1 day of JULY, 2022 (the “Effective Date”) by and between the City of Richmond, California, a chartered California municipal corporation (“City”), with its principal place of business located at 450 Civic Center Plaza, Richmond, California 94804 and LIEBERT CASSIDY WHITMORE comprised of attorneys licensed to practice law in the State of California (“Special Counsel”) with its principal place of business located at, 135 MAIN STREET, 7TH FLOORE, SAN FRANCISCO, CA 94105. Special Counsel may be referred to herein individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The following recitals are as follows:
A. City desires to secure professional services more fully described in this Agreement; and,
B. Special Counsel represents that it has the professional qualifications, expertise, necessary licenses and desire to provide legal services of the quality and type, which meet objectives, and requirements of City.
AGREEMENT PROVISIONS
The Parties agree as follows:
1. RETENTION OF FIRM.
A. City hereby confirms, retains, and authorizes Special Counsel to represent City and provide legal services as may be requested, from time to time, orally or in writing, by authorized representatives of City on an as-needed basis. By this Agreement, City is retaining Special Counsel and not individual members of the Special Counsel. Special Counsel’s client is the City, as a public entity, and not any of its individual members, groups of individuals or any other entity.
B. The Special Counsel shall report to and receive direction from the City Attorney only and not from any other Department Head or City staff.
C. Special Counsel shall perform such legal services for and on behalf of City under the primary direction of the City Attorney. Special Counsel shall undertake, subject to approval of the City Attorney, additional duties as may be authorized by City from
2 time to time under the terms and conditions of this Agreement.
2. DESCRIPTION OF SERVICES TO BE PROVIDED.
These services may include, but are not limited to, providing advice and counsel on legal matters affecting City, performing legal research, representing City in judicial proceedings in state and/or federal court or other dispute resolution forums or before administrative agencies, negotiating contracts and drafting contracts, correspondence and other legal documents as may become necessary. These services shall also include the preparation and delivery of status reports to City as specified in paragraph 11 of this Agreement.
3. TERM OF AGREEMENT.
The services of Special Counsel are to commence upon the Effective Date of this Agreement and shall terminate on JUNE 30, 2023, unless the parties extend the Agreement in writing. The services shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care.
4. ASSIGNMENT OF DUTIES.
It is contemplated that no other attorney will be assigned from Special Counsel other than JACK HUGHES & TONY G. CARVALHO. It is agreed by and between the Parties that should it be desirable for any attorney other than JACK HUGHES & TONY G.
CARVALHO to work under this Agreement, such attorney may only be added with the express oral consent of the City Attorney. Should any associate in the Special Counsel be assigned any task under this Agreement that exceeds three (3) billable hours per month, City Attorney should approve the assignment of such associate orally.
5. PUBLIC FUNDING.
Special Counsel and City mutually recognize that Special Counsel’s services under this Agreement are being paid for with tax dollars from citizens and taxpayers of the City of Richmond, California, and that, given this fact, a heightened duty of care exists in both Special Counsel and City to ensure that Special Counsel scrupulously adheres to principles of moderation, frugality, and cost consciousness in carrying forth the goals of this Agreement. Special Counsel and each of its attorneys pledge themselves to scrupulously observe a duty of reasonableness and cost effective representation in all aspects of this Agreement.
6. PAYMENT FOR SERVICE.
In consideration for Special Counsel’s performance of legal services on behalf of City under the terms of this Agreement, and upon review and approval of Special Counsel’s bill by the City Attorney, Special Counsel shall be compensated at the preapproved
3 hourly rates and for authorized expenses set forth in the “Scope of Work and Schedule of Fees and Charges” set forth in Exhibit A, attached and incorporated by this reference.
Fees for services performed by retained consultants, subcontractors, experts or other personnel may be billed to City only if approved in writing by the City Attorney.
Exhibit A may be amended from time to time by letter agreement duly signed and approved by the City Attorney.
7. BILLING INVOICES.
Special Counsel shall, within thirty (30) days after the end of each month in which services are performed under this Agreement, submit to the City an itemized bill describing in detail the specific services performed as set forth in this Agreement. Special Counsel shall adhere to the Protocols and Guidelines set forth in Exhibit B, attached and incorporated by this reference. The bill shall be electronically submitted to:
[email protected]
8. BILLING.
Special Counsel shall scrupulously examine all bills submitted for services rendered under this Agreement to assure that appropriate billing judgment is employed in billing City for service. Special Counsel shall not bill for hours other than those hours expressly devoted to the tasks approved in advance by the City Attorney. Special Counsel agrees it will not bill for time, which is not specifically devoted to the task(s). Special Counsel shall not use legal professionals for secretarial work and under no circumstances shall Special Counsel have lawyers billing for making copies, scheduling appointments, or taking care of matters or work that would otherwise be work performed by a law clerk, assistant or secretary.
9. TERMINATION.
Either Party may terminate this Agreement by providing written notice to the other. Any termination hereunder shall become effective immediately upon receipt of written notice of termination; provided, however, that Special Counsel may exercise its right of termination only to the extent and under terms and conditions consistent with the obligations of Special Counsel under the Rules of Professional Conduct of the State Bar of California; and provided, that in the event of termination, the amount due Special Counsel for services rendered and costs and expenses incurred prior to termination shall remain due and payable. Special Counsel agrees to turn over to any attorney substituted in its place, the entire file and attorney work product regarding any such matter within seven (7) days of any such termination.
10. CONFLICTS OF INTEREST.
A. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function, or responsibility in connection with the carrying out of any project to which this Agreement pertains,
4 shall have any personal interest, direct or indirect, in this Agreement.
B. Special Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego the representation if the City Attorney, in his or her sole discretion, objects for any reason. This provision is intended to provide rights to the City above and beyond the rights Special Counsel owes to the City under all applicable rules of professional conduct relating to conflict of interest.
11. ASSIGNMENTS AND SUCCESSORS IN INTEREST.
City and Special Counsel bind themselves, their partners, successors, assigns, executors, and administrators to the terms of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement or any of the work provided for in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City Attorney.
12. AUDITS, RECORDS, AND DOCUMENTATION.
A. The City and any other federal, State or local governmental agency, and any of their authorized auditors or representatives, including auditors, shall have access to, and the right to audit and reproduce any of Special Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Special Counsel is properly entitled or for other purposes relating to the Agreement. Special Counsel shall assist the City in responding to any requests from the City’s auditors, and Special Counsel shall not bill the City for any time spent responding to any such audit requests.
B. Special Counsel shall maintain complete and accurate records of the services provided to City and expenses incurred on behalf of City. Special Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City.
Upon written notice by the City, the Special Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies.
13. NON-DISCRIMINATION.
A. Special Counsel agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Ri chmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of
5 any employee, any applicant for employment or any potential subcontractor.
Said Section 2.28.030 is, by this reference, a part of this Agreement.
B. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of fe deral law or executive order in the performance of this Agreement, it will be in default of thi s Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
14. HOLD HARMLESS/INDEMNIFICATION.
Special Counsel agrees to indemnify, hold harmless, release and defend to the m aximum extent permitted by law, and covenants not to sue, the Cit y, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney’s fees and costs of litigation) which in whole or in part result from, or arise out of, any negligent acts, errors or omissions (inc luding, without limitation, pro fessional negligence) of Special Counsel, its employees, representatives, subcontractors, or agents in connection with the perf ormance of this Agreement. This Agreement to indemnify, hold harmless, release and defend includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Special Counsel and its employees or agents, and members of the general public).
15. INSURANCE REQUIREMENTS.
Special Counsel shall maintain in full force and effect the following insurance policies:
A. Commercial general liability policy (bodily injury and property damage); B. Worker’s compensation/employer’s liability policy;
C. Business automobile liability insurance policy; and, D. Professional liability policy.
Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, endorsements, certificates of insurance and coverage verifications as defined in Exhibit G, attached to this Agreement, and incorporated by this reference.
16. CONFIDENTIALITY AND MEDIA STATEMENTS.
The data, information and reports acquired or prepared by Special Counsel in connection with matters upon which the City has retained Special Counsel shall not be shown or distributed to any other public or private person or entity except as authorized by the City Attorney and in no event prior to having been first disclosed to the City Attorney. All information, documents, records, reports, data or other materials furnished by City to
6 Special Counsel or other such information, documents, records, data or other materials to which the Special Counsel has access during its performance pursuant to this Agreement are deemed confidential and shall remain the property of City. Special Counsel shall not make oral or written disclosure of such documents or materials, other than as necessary for its performance under this Agreement, without the prior written approval of the City Attorney. Special Counsel shall not provide any written or oral statements to the media without the prior written authorization of the City Attorney. .
C. If Special Counsel is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of t his Agreement, it will be in default of thi s Agreement. Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
17. AMENDMENTS.
This Agreement, including any Exhibits attached to it, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by the Parties to this Agreement.
18. ENGAGEMENT OF OTHER COUNSEL, SPECIALISTS, OR EXPERTS.
Special Counsel will not engage or otherwise incur an obligation to pay other counsel, specialists, or experts for services in connection with this Agreement without the prior written approval of the City Attorney.
19. NOTICES.
All notices, pleadings, reports or other communication to the Parties shall be properly sent via electronic mail to [email protected] and to Special Counsel at its principal place of business listed on page one of this Agreement.
Either Party may change its address for receipt of notices under this Agreement by notice given in the manner provided herein.
20. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or rel ated to performance u nder this Agreement shall be submitted to and resolved in a forum within Contra Costa County
21. INVALID PROVISIONS.
7 If any provision of this Agreement is held to be illegal, invalid or unenforceable, in full or in part, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Agreement shall not be affected thereby
22. LICENSE REQUIREMENTS.
Special Counsel shall demonstrate that the attorney(s) who provide legal services to City under this Agreement are licensed to practice law in the State of California and, if not, indicate to the satisfaction of the City Attorney why such license is not required to perform the services required
23. LAW GOVERNING AGREEMENT.
This Agreement shall be interpreted under the laws of the State of California. All claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within Contra Costa County.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
LIEBERT CASSIDY WHITMORE
By:_______________________________
Title:_____________________________
CITY OF RICHMOND
____________________________
Mayor/ City Manager
Name:______________________
8 APPROVED AS TO FORM:
__________________________
City Attorney
ATTEST:
City Clerk
Exhibit A
9 SCOPE OF WORK AND SCHEDULE OF FEES & CHARGES
Scope of work:
Special Counsel shall provide legal advice to the City on an as-needed basis regarding labor and employment issues, represent the City in personnel disciplinary matters, and act as the City’s chief negotiator in negotiations with the City’s represented employee bargaining units. In addition, Special Counsel shall provide training programs for City employees.
City of Richmond Contact Attorney: Dave Aleshire
Schedule of Fees & Charges:
Hourly Rates
PARTNER(S) $380/hour
ASSOCIATE(S) $240-300/hour
COMPENSATION
Only those costs and expenses set forth in Section III of Exhibit "B", entitled "Reimbursements" shall be paid to Special Counsel.
Total compensation for legal services and reimbursements shall be charged in accordance with Exhibits "A" and "B" and shall not exceed the sum of One-Hundred Sixty-Five Thousand Dollars ($165,000) for attorneys’ fees and reimbursements.
Exhibit B
10 BILLING PROTOCOLS/GUIDELINES
The City of Richmond (“City”) has adopted the following protocols for billing, budgeting, and planning for projects involving outside counsel. Special Counsel will be required to comply with this protocol. If you have questions concerning it, please contact the City Attorney for clarification. In the event you wish to negotiate changes due to the internal operation of your firm, please raise them in writing as soon as possible. Any changes to this protocol will need prior, written approval from the City Attorney. In the interest of fairness, all Special Counsel is required to comply with this protocol. This protocol is also to be used in conjunction with any new proposal for services.
These protocols and guidelines are instituted to ensure that Special Counsel conveys the information necessary for the City Attorney to manage outside projects and litigation.
Also, because these guidelines are set out in advance, they are designed to minimize any confusion or misunderstanding. Compliance with these guidelines should enhance the attorney-client relationship. If you have any comments or suggestions that could improve this system, please feel free to contact the City Attorney.
I. BILLING FORMAT
Unless otherwise agreed, the following information must be provided in monthly bills:
a. A detailed description of work, in time increments of .1 hour (one tenth of an hour) for and by each and every individual billing services. b. Identification of the lawyer who is in charge of the matter. c. Reasonably detailed disbursement breakdowns with backup documentation of any individual charge exceeding $100.00.
d. Each billing item must be separately stated on a separate line identifying the individual performing the services, the time spent and the exact nature of the service rendered.
e. When charges are made for research time, the specific issue being researched and the need for the research should be identified.
f. Each item billed should be coded to a specific litigation budget line item, if applicable.
g. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets).
Exhibit B
11 II. BILLING GUIDELINES
a. All tasks set forth in Special Counsel’s billing documentation shall be specific and detailed. Overly generalized listings of task descriptions such as “review contract” or “prepare for negotiations” are not acceptable. b. Billings under this Agreement shall not be provided in more than six (6) minute increments and shall represent the devotion of a full six minutes before an increment is billed. Under no circumstances shall Special Counsel use “block billing” procedures, wherein a list or series of activities is done each day with only an aggregate amount of time specified. c. Special Counsel shall keep the City advised of the identity and billing rates of those people working on the project account.
d. All time shall be billed within 30 days of the end of the month in which services were performed.
e. Counsel shall advise City whenever it anticipates the amount of services necessary to properly execute the task will exceed the amount of the contract.
When accrued billings are equal to eighty percent (80%) of the Payment Limit, written notice shall be given to the City as soon as possible, via e-mail, to the City Attorney’s Office, of this fact. In order to satisfy this notification requirement, Counsel shall monitor its accrued billings on a weekly basis and immediately notify the City Attorney if the eighty percent (80%) threshold is met. Special Counsel acknowledges the fiscal constraints on City funding and therefore Special Counsel assumes risk of non-payment for services rendered in the event the amount of services rendered exceeds the amount of the contract unless prior written authorization is received. Authorization to exceed the amount set forth in Exhibit A may be given only by City Attorney in writing.
f. Only those attorneys approved by the City may bill on the case. g. The City expects the attorney assigned to the case to handle all significant matters in the litigation. The City Attorney must approve in advance the assignment of other attorneys to the litigation or project. The City may request that the assigned work be instead handled by the primary attorney. h. Special Counsel shall not charge for more than one attorney at any hearing, deposition, or meeting of any kind without advance approval of the City Attorney.
i. No more than two paraprofessionals may bill on a particular case without the prior approval of the City.
Exhibit B
12 j. The City has retained Special Counsel for its expertise, and therefore expects not to be billed for introductory or background research. City appreciates when Special Counsel has researched an issue previously and uses that research on present cases or projects. Do not charge the City for work Special Counsel has done and billed another client for in the past. k. Within thirty (30) days of the Effective Date of this Agreement, Special Counsel shall provide any manuals or policies describing Special Counsel’s billing practices.
l. The City does not allow “double billing” of any sort. If Special Counsel is working on another client’s matter, do not bill City for that time. This applies to travel time or any other matter.
m. Training time is not billable. Law clerks may be used only with prior approval.
n. City will not pay for new attorneys to “get up to speed” on a file unless it has been preapproved.
o. If a matter arises that requires Special Counsel to open a new file, the City Attorney should be informed immediately.
p. City reserves the right to require additional substantiation of any item of claimed expense.
III. REIMBURSEMENTS
a. The City will reimburse Special Counsel for the following expenses, and for no other expenses:
Actual printing costs;
Copying costs at $.12 / page (for legal documents and file materials, but not library materials);
Actual cost of postage (including express mail delivery charges); Facsimile charges at the rate of $0.25 per page;
Computer research support services (e.g., Westlaw, LEXIS or computer time or services) at actual cost, but not to exceed 15% of the total fees for all legal services;
Actual cost of long distance telephone calls;
Transcription and reporter's fees; and
Reasonable travel. The City does not pay for meals unless Attorney is required to be away from office for one full day. All meals and/or travel reimbursements will be subject to approval by the City Attorney. Travel expenses are limited to the lesser of actual expenses or expenses that would be authorized for City employee travel pursuant to City policy.
Exhibit B
13 b. The City Attorney must approve in advance any single reimbursement item in excess of $250.
c. Any expense other than those listed in section “a.” must be approved by the City Attorney in writing and in advance in an approved budget. d. No compensation shall be allowed for administrative overhead or premiums added to the direct cost of research support or other services. e. Court filings shall be prepared in a timely manner so that “rush” or “expedited” messenger fees are not incurred.
f. Messenger and other charges in excess of actual costs are not permitted. City does not allow cost, plus a percentage, for actual outside costs g. City does not pay for secretarial time or secretarial overtime. City does not pay attorneys or paralegals for secretarial tasks or tasks that should not be included in Special Counsel’s overhead. For example, faxing, mailing, arranging for messengers and calendaring are not acceptable charges. h. City does not pay for billing or discussions of bills, including discussions initiated by the City or City’s requests for additional information about a bill. i. The practice of minimum billing charges is prohibited. Please charge for actual time spent. For exam ple, a minimum of .2 for phone calls or .4 for letters is unreasonable unless it is an accurate measure of time spent. j. Do not charge for file opening or file closing. These are not true legal services, tasks or adequate descriptions of legal activities.
Exhibit C
14 PROJECT PLAN AND BUDGET
Project plans and budgets should conform to the following guidelines:
a. The project plan shall include a projection of recommended strategies and actions to be taken in the project and a range of costs for each such strategy or action. b. If the scope of work includes representation of the City in litigation, the project plan shall include the following elements, with explanations:
Anticipated total costs;
The primary issues;
The probability of success; and
A settlement/trial recommendation
The project plan will be modified during the litigation as the need arises. c. The project budget shall include an estimate of the attorneys' hours and fees and disbursements during each phase and/or activity. All anticipated expenses must be listed and costs estimated.
d. In the event of litigation, the project budget shall include, but not be limited to, estimates for:
Pre-commencement (legal and factual research for the complaint or answer); Pleadings;
Preliminary motions;
Initial discovery;
Factual investigation of merits (interviewing clients, employees and third parties);
Review and abstract City's documents;
Expert (non-medical) investigation and reports;
Medical experts and examinations;
Legal research on merits;
More thorough discovery (including the identity of deponents and expected costs of each deposition and preparation);
Settlement negotiations;
Trial preparation; and
Trial.
e. The project budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. f. The project budget is not a fixed fee agreement and is subject to revision. g. Special Counsel shall provide revisions to the project plan or budget at the request of the City Attorney.
Exhibit C
15 h. Special Counsel understands and agrees that major unjustified deviations from the project budget, or failure to timely submit a project budget or revisions, if requested, may constitute a breach and result in termination of this Agreement.
Exhibit D
16 California Joint Powers Risk Management Authority
Mandatory Case Reporting Policy
Pursuant to Section VII (Conditions) of the Memorandum of Coverage, the following rule is applicable to all cases reported to CJPRMA.
The Authority shall be e ntitled to complete access to the covered part y’s claim file, the defense attorney’s complete file, and all investigation material and reports, including all evaluations and information on negotiations. The covered party shall be responsible to report the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the covered party by its defense attorneys and/or its agents.
In addition, the CJPRMA Board of Directors has adopted the following mandatory case reporting standards:
1) Defense counsel is expected to provide a written analysis of liability and exposure in any reported claim no later than ninety days following receipt of the fil e from the member agency. CJPRMA understands t hat the liability picture may develop as discovery is ongoing, but this does not excuse the responsibility of pr oviding an e arly, objective analysis of the file, subject to later developments. An early analysis not only permits the JPA member to set an accurate reserve level, but also permits the member entity to decide whether to actively litigate the case, try to settle the case, or limit discovery based upon the exposure.
2) The initial status report should provide, at a minimum, a brief synopsis of the facts giving rise to the lawsuit; the status of the pleadings, including any discussions of demurrers or motions to dismiss, or cross-complaints; a summary and analysis of plaintiff’s injuries, damages and exposures in the case; an initial impression of liabi lity; any requests for additional investigation; a brief outline of the discovery planned; and an evaluation of anticipated litigation costs. The report need not be lengthy, and typically might not exceed three to five pages, but must address the issues directly and in a straightforward manner so that the member entity and CJPRMA can set cost and loss reserves as necessary. 3) Defense counsel is responsible to report, in writing, the setting of a trial date, settlement conference date, hearing date on motion for summary judgment or similar dispositive motion in any litigated case, within one week of the date on which a court establishes such date.
4) Defense counsel is res ponsible to report, in writing, all settlement demands or offers within one week of the time the offer is made or the demand is received.
Exhibit D
17 5) Defense counsel is responsible to report, in writing, on the substance of all depositions taken in the case. This nee d not be a multi -page deposition summary, but m ust, at a minimum, include a concise report of major events occurring at the deposition, and an evaluation of the effect of the deposition testimony on the ca se. 6) Finally, no later than sixty days before the date set for trial in any case, defense counsel is responsible to report, in writing, on (1) an assessment of liability in the case, (2) the adverse potential exposure if liability is found, (3) a concise su mmary of inj uries sustained and/or claims, (4) an a ssessment of any other factors (such as local j ury tendencies, appearance of important witnesses, etc.) that may affect the liability analysis or exposure assessment, and (5) an opinion on the settlement value of the case. 7) All status reports from defense counsel must be copied to the CJPRMA Board member whose entity is involved in the claim.
This policy is designed to protect the member entity and CJPRMA, so that they can make informed litigation decisions on reported cases. Past e xperience has shown that d efense counsel retained by the member entities of CJPRMA are high-caliber, hard working attorneys who have done very well for their clients, and CJPRMA is grateful for their efforts. Defense counsel are cautioned, however, that case reporting is given a high priority by CJPRMA and its members, and is a major consideration in evaluating counsel’s performance.
Exhibit E
18 LITIGATION GUIDELINES
The following guidelines should be followed when the scope of work includes representing the City in litigation:
a. The Special Counsel shall consult the City Attorney regarding the component parts of litigation handled so that the City Attorney, in consultation with the City Council, if necessary, can determine whether a particular activity is reasonable in light of its costs and benefits.
b. The City Attorney must approve the identity and number of staff assigned to the litigation, and any changes.
c. All pleadings shall be submitted to the City Attorney for review prior to filing. d. Copies of major work product, pleadings, motions, orders, decisions, research memoranda, reports on significant developments, and quarterly status reports shall be submitted to keep the City Attorney advised of any major developments in the lawsuit.
Such copies shall be provided in electronic format compatible with software in the City Attorney’s office.
e. Generally, the City Attorney will rely upon Special Counsel for guidance on litigation strategy. Nonetheless, prior approval from the City Attorney is necessary for demurrers, motions for summary judgment and discovery motions.
f. City expects that Special Counsel will resolve all discovery disputes without court intervention. If this is impossible due to the conduct of others, please inform the City Attorney immediately. City’s intent is to have discovery be fair and open with the money spent on reviewing relevant items that are discovered, not on discovery battles. g. Provide full descriptions of legal tasks performed. This will help the City Attorney follow case development and understand Firm’s strategy. h. Some types of litigation-related expenses require prior approval by the City Attorney, including, but not limited to, experts and investigators. Expenses over a certain dollar amount always require prior approval. See Section III (Reimbursements) of Exhibit B (Billing Protocols and Guidelines) of this Agreement for a list of those expenses that may be reimbursed.
Exhibit F
19 SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at _________ , California.
Printed Name: Title:
Signed: Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)
Exhibit G
20 City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Exhibit G
21 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
PROJECT COST
$0 - $1 million
$1 million - $5 million
Over $5 million
REQUIRED LIMIT
$1 million p/o
$2 million p/o
$5 million p/o
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self -insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
Exhibit G
22 City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable
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RICHMOND, CALIFORNIA,
October 18, 2022, 4:30 p.m.
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________
A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION The Open Session was called to order at 4:31 p.m. by Mayor Thomas K. Butt via teleconference.
B. ROLL CALL
Present: Councilmembers Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent: None.
C. CLOSED SESSION
C.1 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) Richmond Shoreline Alliance v. City of Richmond
Nagita v. City of Richmond
C.2 CONFERENCE WITH LABOR NEGOTIATORS (Government Code
Section 54957.6)
Agency Representatives: Jaclyn Gross and Sharrone Taylor Employee organizations:
1. SEIU Local 1021 Full Time Unit and Part Time Unit
2. IFPTE Local 21 Mid-Level Management Unit and Executive Management Units
3. Richmond Police Officers Association RPOA
4. Richmond Police Management Association RPMA
5. IAFF Local 188
6. Richmond Fire Management Association RFMA
C.3 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
Property: 12th and Macdonald
Agency negotiators: Dave Aleshire, Lina Velasco, and Jesus Morales Negotiating parties: SAA-EVI Richmond Partners, LLC
Under negotiation: Price and terms of payment
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Property: South 45th Street to the west, Wall Avenue to the south, Interstate 80 to the east, and the BART tracks to the north Agency negotiators: Anita Luck, Lina Velasco, and Jesus Morales Negotiating parties: Miraflores Community Devco, LLC
Under negotiation: Price and terms of payment
D. PUBLIC COMMENT BEFORE CLOSED SESSION
None.
E. ADJOURN TO CLOSED SESSION
The meeting adjourned at 4:36 p.m. Closed Session adjourned at 7:30 p.m.
F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The meeting was called to order at 7:32 p.m. by Chair Thomas K. Butt via teleconference.
G. ROLL CALL
Present: Commissioners Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Chair Eduardo Martinez, Chair Thomas K. Butt, and Tenant Commissioner Jaycine Scott. Absent: Commissioner Nathaniel Bates arrived roll call.
H. PUBLIC COMMENT INSTRUCTIONAL VIDEO
The Public Comment Instructional Video was shown.
I. STATEMENT OF CONFLICT OF INTEREST
None.
J. AGENDA REVIEW
None.
K. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Vice Mayor Eduardo Martinez
Seconded by Councilmember Gayle McLaughlin
Ayes (8): Councilmember Nathaniel Bates, Councilmember Claudia Jimenez, Councilmember Demnlus Johnson III, Councilmember Gayle McLaughlin, Councilmember Melvin Willis, Vice Mayor Eduardo Martinez, Mayor Thomas K. Butt, and Tenant Commissioner Scott
Passed (8 to 0)
K.1 Continued use of teleconference technology
ADOPT a resolution requiring the continued use of teleconferencing for the meetings of the Board of Commissioners of the Richmond Housing Authority pursuant to the provisions of AB 361 – City Clerk’s Office (Pamela Christian 510-620-6513).
Adopted Resolution No. 2170
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K.2 Housing Authority Meeting Minutes
APPROVE the minutes of the Regular September 13, 2022, and Special September 20, 2022, Housing Authority meetings - City Clerk's Office (Pamela Christian 510-620-6513).
L. ADJOURNMENT
The meeting was adjourned at 7:40 p.m.
M. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
The meeting was called to order at 7:40 p.m. by Mayor Thomas K. Butt via teleconference.
N. ROLL CALL
Present: Councilmembers Nathaniel Bates, Claudia Jimenez, Demnlus Johnson III, Gayle McLaughlin, Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt. Absent: None.
O. STATEMENT OF CONFLICT OF INTEREST
None.
P. AGENDA REVIEW
Item U.4.c. - Contract for CORE Team for Castro Encampment Resolution Project and U.6.a. - Fiscal Year 2021-2022 Year-End Clean-Up were removed from the Consent Calendar for discussion.
A motion was made by Councilmember Nathaniel Bates, seconded by Councilmember Demnlus Johnson III, added an emergency item to the Closed Session agenda to discuss the State Audit Report, passed by the unanimous vote of the City Council.
Q. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE
DURING CLOSED SESSION
City Attorney Dave Aleshire reported the following:
C.1.- CONFERENCE WITH LEGAL COUNSEL: Richmond Shoreline Alliance v. City of Richmond, Nagita v. City of Richmond: not discussed
C.2. - CONFERENCE WITH LABOR NEGOTIATORS: Direction was given to negotiators for further negotiations
C.3. - CONFERENCE WITH REAL PROPERTY NEGOTIATOR: Property:12th and Macdonald - Direction was given for further negotiations; Property: South 45th Street was not discussed
C.4. - ADDED ITEM - DISCUSSION OF THE STATE AUDIT REPORT - No reportable action
R. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum)
City Manager Shasa Curl reported the following: Contra Costa Health Services had closed COVID-19 testing sites as of September 30, 2022. Individuals interested in obtaining more information regarding where to receive COVID testing could call the City Manager's Office at 510-620-6512 or Contra Costa County at Get Tested | Coronavirus (cchealth.org); and Fall Fest on Saturday, October 22, 2022, at Nicholl Park.
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S. REPORT FROM THE REIMAGINING TASK FORCE - 3rd Tuesday (public comment allowed under Open Forum)
Reimagining Task Force Chairperson Debra Small reported the following: the task force met in September with Urban Strategies; received an update on Rydin Road encampment; Youth Works Program currently had two staff persons and additional personnel was needed to handle the large number of applicants.
T. OPEN FORUM FOR PUBLIC COMMENT
Janet Byron from El Cerrito Rollers and Strollers gave comments regarding needed improvements to pedestrian and bike safety in El Cerrito and Richmond.
Maria V and Eric Tolita gave comments regarding $32 million grant funds given to Urban Tilth, which could cause a conflict of interest should Doria Robinson become a councilperson after the upcoming election.
Zack Jennsen gave comments regarding Measure P and losses landlords could face if the measure passed.
Deborah Bayer congratulated the city council for finalizing the contract with Richmond Police Officers Association and encouraged approval of other unions also obtaining a salary increase.
Mark Wassberg gave comments regarding jobs lost in the city.
Daniel Barth Director of Safe Organized Spaces (S.O.S.) shared stories of unhoused individuals and urged the council to continue the contract with S.O.S.
Yenny Garcia thanked councilmembers for attending and supporting the chef fundraiser event over the weekend to benefit the Girls Club.
Jessi Taran stated that she was evicted from Rydin Road and she and many other former residents have no place to go.
Garland Ellis stated that the Richmond Annex Neighborhood Council was not informed about the El Cerrito and Richmond pedestrian plan.
Eli Moore gave comments regarding a $35 million grant given to the city to support non- profits in Richmond.
Councilmember Jimenez gave comments regarding a $35 million grant the city may receive that was being made into a political issue.
Councilmember McLaughlin stated that the ordinance for item U.1.a. - (Amending the Eviction Moratorium to allow for owner move-ins in residential) units would be on the next agenda for second reading and adoption and would be in effect approximately on November 26, 2022.
U. CITY COUNCIL CONSENT CALENDAR
Motion by Councilmember Demnlus Johnson III
Seconded by Councilmember Gayle McLaughlin
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Ayes (7): Councilmember Nathaniel Bates, Councilmember Claudia Jimenez, Councilmember Demnlus Johnson III, Councilmember Gayle McLaughlin, Councilmember Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K.
Butt
Passed (7 to 0)
U.1 City Attorney's Office
U.1.a Amending the Eviction Moratorium to Allow for Owner Move-ins in Residential Units
INTRODUCE an ordinance (first reading) amending Urgency Ordinance No. 02-21 entitled “Eviction Moratorium” to allow for owners of residential rental property within the City of Richmond to move in during the remainder of the Eviction Moratorium – City Attorney’s Office (Dave Aleshire/Shannon Moore 510-620-6505).
U.2 City Clerk's Office
U.2.a Continued Use of Teleconferencing
ADOPT a resolution requiring the continued use of teleconferencing for the meetings of all City legislative bodies pursuant to the provisions of Assembly Bill 361 – City Clerk’s Office (Pamela Christian 510-620- 6513).
Adopted Resolution No. 139-22
U.2.b City Council Meeting Minutes
APPROVE the minutes of the October 4, 2022, Richmond City Council meeting - City Clerk's Office (Pamela Christian 510-620-6513).
U.3 City Council
U.3.a National Infrastructure Bank, H.R. 3339
ADOPT a resolution urging Congress to enact National Infrastructure Bank Legislation (H.R.3339) to finance urgently needed infrastructure projects throughout the U.S. – Councilmember Gayle McLaughlin (510- 620-6636).
Adopted Resolution No. 140-22
U.4 Community Development
U.4.a Contract Amendment No. 6 with Wood Environment & Infrastructure Solutions, Inc.
APPROVE a contract amendment no. 6 with Wood Environment & Infrastructure Solutions, Inc., to increase the contract amount by $102,200, for a total amount not to exceed $854,750, with a term extending through June 30, 2023, to prepare a Supplemental Remedial Action Plan, and continue groundwater monitoring at the Terminal One site in compliance with the clean-up order issued by the Regional Water Quality Control Board – Community Development Department (Lina Velasco (510-620- 6706).
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U.4.b Contract Amendment No. 6 for R3 Consulting Group
APPROVE a contract amendment no. 6 with R3 Consulting Group, to increase the contract amount by $100,000, for a total contract not to exceed $250,851, with a term extending through June 30, 2024, to assist the City in the five-year compliance review of the conditional use permit for the Bulk Materials Processing Center and associated facilities – Community Development Department (Lina Velasco 510-620-6706).
U.4.c Contract for CORE Team for Castro Encampment Resolution Project APPROVE a sole-source contract with Contra Costa County Health Services Department, for a term beginning July 1, 2022, to December 31, 2023, for a not to exceed amount of $380,958, to provide dedicated Coordinated Outreach Referral Engagement (C.O.R.E.) program staff at the Castro Encampment to be funded by the City’s Encampment Resolution Funding received from the California Interagency Council on Homelessness (Cal ICH) – Community Development Department (Lina Velasco/Jesus Morales 510-620-6649).
Planning Director Lina Velasco presented a PowerPoint which highlighted the following: Castro Care Team; Importance of CORE. Discussion ensued. Mark Wassberg and Jessi Taran gave comments via teleconference.
Mayor Butt made a motion to not approve the item, which died for lack of a second.
Motion by Councilmember Melvin Willis
Seconded by Councilmember Demnlus Johnson III
To approve the item.
Ayes (6): Councilmember Nathaniel Bates, Councilmember Claudia Jimenez, Councilmember Demnlus Johnson III, Councilmember Gayle McLaughlin, Councilmember Melvin Willis, and Vice Mayor Eduardo Martinez
Noes (1): Mayor Thomas K. Butt
Passed (6 to 1)
U.4.d Rezoning for a 135-unit mixed-use affordable and supportive housing development
ADOPT an ordinance (second reading) approving a Zoning Map Amendment to rezone the project site at 100 38th Street from PCI, Public, Cultural, and Institutional to CM-3, Commercial Mixed-Use for a mixed- use 135-unit affordable and supportive housing development – Community Development Department (Lina Velasco 510-620-6706).
Adopted Ordinance No. 11-22 N.S.
U.5 Economic Development
U.5.a Amend the Port of Richmond Federal Maritime Commission (FMC) Tariff No. 3
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ADOPT a resolution to amend the Port of Richmond Federal Maritime Commission (FMC) Tariff No. 3, reflecting a two percent increase in tariff rates as approved by the Executive Committee of the California Association of Port Authorities (CAPA) – City Manager’s Office (Lizeht Zepeda 510-620-6653).
Adopted Resolution No. 141-22
U.6 Finance Department
U.6.a Fiscal Year 2021-2022 Year-End Clean-Up
ADOPT a resolution to approve the use of the estimated Operating Surplus to clear the negative cash and other administrative budget adjustments, transfer to Other Post-Employment Benefits Trust, and release General Fund fund balance assignments and commitments listed in the attached resolution – Finance Department (Shasa Curl/Nickie Mastay/Delmy Cuellar 510-620-6790).
City Manager Shasa Curl gave an overview of the matter. Finance Director Delmy Cuellar presented a PowerPoint which highlight the following: FY 2021-22 Expenditures & Net (unaudited); Partial Use of Surplus (Clear Negative Cash); Partial Use of Surplus (OPEB Contribution); All General Fund Adjustments; Non-General Fund Adjustments; Changes in Fund Balance Assignments (unaudited); Estimated Reserve - June 30, 2021-22 (unaudited); GFOA Guidance on Reserve Level; Councilmember Questions and Responses. Discussion ensued. Deborah Small gave comments via teleconference. A motion was made by Councilmember Willis, seconded by Councilmember Johnson III to approve the item.
A substitute motion was made by Councilmember Jimenez, seconded by Vice Mayor Martinez, “to approve the transfer to OPEB of $6,102,459, release the committed and assigned fund and move them to the unassigned fund (below the description of the one city council approved) and direct staff to come back to city council with a detailed plan or plans for how the negative funds will be resolved and paid over time”, passed by the following vote:
Motion by Councilmember Claudia Jimenez
Seconded by Vice Mayor Eduardo Martinez
Adopted Resolution No. 142-22
Ayes (4): Councilmember Claudia Jimenez, Councilmember Demnlus Johnson III, Councilmember Gayle McLaughlin, and Vice Mayor Eduardo Martinez
Noes (2): Councilmember Nathaniel Bates, and Mayor Thomas K. Butt Abstentions (1): Councilmember Melvin Willis
Passed (4 to 2)
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U.7 Fire Department
U.7.a Interagency Agreement with Contra Costa County Health Services for EMS Program
ADOPT a resolution to ACCEPT and APPROPRIATE a total of $688,066 in Measure H funding from the Contra Costa County Health Services Division; and APPROVE a three-year interagency agreement for the period of July 1, 2022, through June 30, 2025 – Fire Department (Chief Angel Montoya 510-307-8041).
Adopted Resolution No. 143-22
U.8 Human Resources
U.8.a Proposed Resolution Approving a Memorandum of Understanding between the City of Richmond and the Richmond Police Officers Association (RPOA)
ADOPT a resolution approving a successor Memorandum of
Understanding between the City of Richmond and the Richmond Police Officers’ Association for the term of July 1, 2022, through June 30, 2025; and DIRECT the city manager or designee to update the publicly available salary schedule with the adopted wage increases during the term of the MOU – Human Resources Department/City Attorney’s Office (Sharrone Taylor/Nickie Mastay/Jaclyn Gross 510-620-6602).
Adopted Resolution No. 144-22
U.9 Information Technology
U.9.a Proposed Resolution to Add Government Finance Officers Association (GFOA) to Standing Orders and Outline Agreements for Technology Related Goods and Services
ADOPT a resolution adding Government Finance Officers Association (GFOA) to the approved list of standing orders/outline agreements for technology related goods and services, in an amount not to exceed $50,000 per year, for Fiscal Years 2022-2023 through 2023-2024 – Information Technology Department (Nickie Mastay/Sue Hartman 510- 620-6874).
Adopted Resolution No. 145-22
U.10 Library and Community Services
U.10.a Resolution to Accept and Appropriate National Recreation and Parks Association Community Wellness Hub Grant Program Funds for the Food Fit Fun Program
ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $90,000 from the National Recreation and Parks Association Community Wellness Hub Grant Program Funds for the Food Fit Fun Program – Library and Community Services Department (Ranjana Maharaj/Jene Levine-Snipes 510-307-8132).
Adopted Resolution No. 146-22
U.10.b North Richmond Mitigation Fee Committee Bylaws Amendment
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APPROVE the amended North Richmond Mitigation Fee Committee Bylaws - Library and Community Services Department (Lori Reese- Brown 510-620-6869).
U.10.c Bay Area Library and Information System Funds to Support Library Staff Training and Strategic Development
ADOPT a resolution to ACCEPT and APPROPRIATE a $9,333 Bay Area Library and Information System grant into the Fiscal Year 2022-2023 Library Budget for staff development, public programming, and strategic planning – Library and Community Services Department (LaShonda White/Diana Lopez 510-620-5452).
Adopted Resolution No. 147-22
U.10.d Receipt of Grant Funds from the California Volunteers - Office of the Governor, U.S. Department of Labor YouthBUILD, and the U.S.
Environmental Protection Agency
ADOPT a resolution to ACCEPT and APPROPRIATE $4,672,695 in grant-funds received from California Volunteers - Office of the Governor, U.S. Department of Labor YouthBUILD, and the U.S. Environmental Protection Agency – Library and Community Services Department (Tamara Walker 510-307-8006).
Adopted Resolution No. 148-22
U.11 Mayor's Office
U.11.a Corrections to Individuals’ Term Expiration Dates on Boards, Commissions, and Committees
APPROVE updated term expiration dates for the following individuals:
Thomas Harrison Jr., Library Commission, Seat #5, Term Expires July 1, 2025; Shannon Hilsey Choy, Urban Forest Advisory Committee, Seat #1, Term Expires November 17, 2025; Anita Pereira, Urban Forest Advisory Committee, Seat #7, Term Expires November 17, 2025; Kyanna Williams, Urban Forest Advisory Committee, Seat #9, Term Expires November 17, 2025 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
U.11.b Contra Costa Mosquito and Vector Control District Board of Trustees Appointment
APPOINT John Chris Dupin, Contra Costa Mosquito and Vector Control’s Board of Trustees, City of Richmond’s Seat, Term Expires October 18, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
U.11.c Library Commission Appointment
APPOINT Marcela Jaimes, Library Commission, Seat #2, Term Expires July 1, 2025 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
U.11.d Planning Commission Appointment
APPOINT Dilraj Singh, Planning Commission, Seat #5, Term Expires June 30, 2024 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
U.11.e Economic Development Commission Appointments
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APPOINT Allison Huie, Economic Development Commission, Seat #6, Term Expires March 30, 2025; Louise Dyble, Economic Development Commission, Seat #7, Term Expires March 30, 2025; Edward Thompson, Economic Development Commission, Seat #13, Term Expires March 30, 2025 - Mayor’s Office (Mayor Tom Butt 510-620-6503).
U.11.f Red Ribbon Week – October 23-31, 2022
PROCLAMATION declaring October 23 -31, 2022, as Red Ribbon Week in the City of Richmond – Mayor’s Office (Mayor Tom Butt 510 -620- 6503).
U.12 Police Department
U.12.a Contract for Point Molate Security Guard Services APPROVE a two-year contract with Allied Universal, for a total amount not to exceed $588,229, to provide security guard services at Point Molate, with a term from January 1, 2022, to June 31, 2024 – Police Department (Lieutenant Elizabeth Bashan 510-621-1817/Craig Murray 510-307-8188).
U.12.b Ordinance to Approve a Military Equipment Use Policy.
ADOPT an ordinance (second reading) pursuant to state law (Assembly Bill 481) to approve Richmond Police Department Policy 707 - Military Equipment Use Policy - Police Department (Chief Bisa French 510-620- 6655).
Adopted Ordinance No. 12-22 N.S.
U.13 Public Works
U.13.a Contract with O. C. Jones & Sons, Inc. for Paving Equipment Rental Services and Appropriation of $2,200,000 SB1 Fund Balance APPROVE a three-year contract in an amount not to exceed $5,000,000, with the option of one two-year renewal in the amount of $3,000,000, with O.C. Jones & Sons, Inc., for the rental of street paving equipment, as needed, to supplement City crews on larger paving projects; and APPROPRIATE $2,200,000 from the 2022-2023 SB1 Fund Balance to the 2022-2023 Paving Program – Public Works Department (Rob Chelemedos 510-231-3007).
Adopted Resolution No. 149-22
U.13.b Resolution to accept and appropriate State of California Park Development Program Funds for the Shields Reid Park Revitalization Project, and APPROVE Sole Source contracts for American Ramp Company, PlaceWorks, Mack5, and The Watershed Project
ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $8,000,000 from the State of California Department of Parks and Recreation Prop 68 funds to Revitalize Shields Reid Park, and APPROVE Sole Source contracts for American Ramp Company for bike pump track design and construction, in the amount of $374,500, for a term from November 1, 2022 to December 31, 2025; PlaceWorks for landscape architectural design and engineering services, in the amount of $293,078, for a term from November 1, 2022 to December 31, 2025; Mack5 for
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project and construction management services, in the amount of $551,400, for a term from November 1, 2022 to December 31, 2025; and The Watershed Project for community outreach and park design support, in the amount of $25,500, for a term from October 1, 2022 to December 31, 2025 – Public Works Department (Nickie Mastay/Jene Levine-Snipes 510-307-8132).
Adopted Resolution No. 150-22
U.13.c Resolution to Accept and Appropriate State of California Department of Transportation Clean California Grant Program Funds for the Richmond Communities Clean Collaborative Project and Approve Sole Source Contracts for Richmond Main Street Initiative, Rebu
ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $5,000,000 from the State of California Department of Transportation (CalTrans) Clean California Grant Fund; and AUTHORIZE the city manager or their designee to execute the agreement – Public Works Department (Nickie Mastay/Jene Levine- Snipes 510-307- 8132).
Adopted Resolution No. 151-22
U.13.d Resolution to Accept and Appropriate State of California Park Development Program Funds for the Dirt World Bike Park Revitalization Project and Approve Sole Source Contract for American Ramp Company ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $1,170,000 from the State of California Department of Parks and Recreation Prop 68 funds to Revitalize Dirt World Bike Park; and APPROVE a sole source contract with American Ramp Company for bike park design and installation services, in the amount of $575,425, with a term from October 18, 2022, through December 31, 2025 – Public Works Department (Nickie Mastay/Jene Levine-Snipes 510-307-8132).
Adopted Resolution No. 152-22
U.13.e State of California Department of Transportation (Cal Trans) Clean California Grant Program Funds for the Richmond Art and Lighting Project
ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $4,000,000 from the State of California Department of Transportation (CalTrans) Clean California Grant Fund – Public Works Department (Nickie Mastay/Jene Levine-Snipes 510-307-8132).
Adopted Resolution No. 153-22
U.13.f Resolution to Accept and Appropriate State of California Department of Transportation Clean California Grant Program Funds for the Yellow Brick Road: Clean, Green, and Beautiful Project
ADOPT a resolution to ACCEPT and APPROPRIATE grant funds in the amount of $4,999,955 from the State of California Department of Transportation (CalTrans) Clean California Grant Fund – Public Works Department (Nickie Mastay/Jene Levine-Snipes 510-307-8132).
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Adopted Resolution No. 154-22
V. PUBLIC HEARINGS
V.1 TEFRA Hearing for The Nevin Plaza Apartments Affordable Housing Project
City Clerk Pamela Christian announced that it was time pursuant to public notice to hold a public hearing to relating to the proposed issuance of revenue bonds by the California Municipal Finance Authority (the “CMFA”), in an amount not to exceed $50,000,000, for the benefit of the Nevin Plaza I, L.P., for the acquisition and rehabilitation of a 140-unit multifamily rental housing facility for very low- income seniors and persons with disabilities located at 2400 Nevin Avenue in the City of Richmond, California; and ADOPT a resolution approving the issuance of the bonds by the CMFA for the sole purpose of satisfying Tax Equity and Fiscal Responsibility Act requirements – Community Development Department (Lina Velasco 510-620-6706).
Planning Director Lina Velasco gave an overview of the matter. Discussion ensued. Mayor Butt declared the public hearing open. Mark Wassberg, Jessi Taran, and Deborah Bayer gave comments via teleconference. Mayor Butt closed the public hearing.
Adopted Resolution No.155-22
Motion by Councilmember Melvin Willis
Seconded by Vice Mayor Eduardo Martinez
Ayes (7): Councilmember Nathaniel Bates, Councilmember Claudia Jimenez, Councilmember Demnlus Johnson III, Councilmember Gayle McLaughlin, Councilmember Melvin Willis, Vice Mayor Eduardo Martinez, and Mayor Thomas K. Butt
Passed (7 to 0)
W. NEW BUSINESS
W.1 Board, Commission, and Committee Resignations and Vacancies ANNOUNCE recent resignations from boards, commissions, and committees and vacancies as of October 12, 2022, and ask that interested individuals send applications to the City Clerk’s Office – Mayor’s Office (Mayor Tom Butt 510- 620-6503).
Mayor Butt announced recent resignations and vacancies. Mark Wassberg gave comments.
X. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)
Councilmember Johnson III reported that he, Trina Jackson-Lincoln, Mayor Butt, and Shirley Butt attended the Shimada Festival in Shimada, Japan and thanked Trina for coordinating the trip.
Y. ADJOURNMENT
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There being no further business, the meeting adjourned at 10:26 p.m., to meet again on October 25, 2022.
Clerk of the City of Richmond Mayor
November 1, 2022
City Council
DATE: November 1, 2022
TO: Mayor Butt and Members of the City Council
FROM:
Councilmembers Claudia Jimenez and Gayle McLaughlin
Subject:
Audit of the Port of Richmond
FINANCIAL IMPACT: Staff will determine the cost of the audit and report it during the requested study session.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
The Port of Richmond could be an important economic
engine and it will be important for the City Council and the public to know the status of the Port, its past
management issues and what improvements are needed
moving forward.
RECOMMENDED ACTION: DIRECT staff to conduct a comprehensive audit of the Richmond Port that will provide a Comprehensive
Assessment and integrate the development of the Blue-
Green New Deal into the ongoing planning and
operations of the Port of Richmond and return to the City Council in January 2023 - Councilmembers Claudia
Jimenez (510-620-6565) and Gayle McLaughlin (510-
620-6636).
DISCUSSION:
AGENDA
REPORT
November 1, 2022
The Port of Richmond presents a great economic opportunity for the City of Richmond.
We are currently creating a local Green-Blue New Deal to catalyze new green and blue jobs for Richmond residents and the Port of Richmond could be one of the hubs to host new clean businesses that will help to build a just, equitable, resilient, and sustainable future for the city of Richmond.
Over many years, the Port has had many challenges including financial challenges. It is very important to have a detailed finance information about the economic activities of the Port so it could inform the City Council and the public of the potential opportunities that we have there.
A full audit that looks at past and current economic activities will help us understand what challenges and opportunities the Port has and if the current activities in the Port are bringing sufficient economic benefits to the City of Richmond.
We would like to have a study session presentation to the City Council in January 2023 so we can begin to look at new opportunities in the new year. The Audit report should include but not limited to:
1. Information of all the leases and subleases of the Port, including start dates and expiration dates.
2. Current approved uses of each terminal.
3. Information of all the businesses’ economic activities and every registration that they have with the City of Richmond (for instance business licenses).
4. Information that is available about all the RFPs put out by the City. How long they were out for the public to know and how many applicants each RFP had.
5. Detailed budget information: (a) 10-year cash flow report, (b) rent roll information of the current leases (c) all transfer in and out, (d) rent roll information of each sublease.
6. Loans made to the Port from the General Fund and back payments if there have been any.
7. Environmental and health-oriented policies that are currently in place for the Port.
8. Compliance with internal controls, procedures, and governmental rules and regulations and performance - whether defined objectives were achieved.
DOCUMENTS ATTACHED:
None
November 1, 2022
Community Development
DATE: November 1, 2022
TO: Mayor Butt and Members of the City Council
FROM:
Lina Velasco, Director of Community Development
Jesus M. Morales, Housing Manager
SUBJECT:
On-Call Financial and Economic Analyses Services
FINANCIAL IMPACT: The payment limit for each contract shall not exceed $50,000 per firm for one year. The cost associated with preparing financial and economic analyses related to real property negotiations will be charged to developers to
facilitate and fast track applicant proforma review and evaluation.
PREVIOUS COUNCIL
ACTION:
None
STATEMENT OF THE
ISSUE:
City staff is requesting authorization to enter into standing contracts for as-needed financial and economic analyses related to real property negotiations.
RECOMMENDED ACTION:
ADOPT a resolution authorizing contracts for on-call
financial and economic analyses services, for an amount not to exceed $50,000 per vendor, including Land Econ
Group, David Paul Rosen & Associates, and CSG
Advisors, for a one-year term, November 1, 2022,
through October 31, 2023, with an option to extend the
contract term date for one year – Community
Development (Lina Velasco/Jesus M. Morales 510-620-
6706).
AGENDA
REPORT
November 1, 2022
DISCUSSION:
On September 8, 2022, the Community Development Department solicited a Request for Quotes (RFQ) for On-Call Financial and Economic Analyses Services. The RFQ was sent to three vendors via email as an informal solicitation. The RFQ responses were due on September 16, 2022. There were three respondents to the RFQ: Land Econ Group (LEG), David Paul Rosen & Associates (DRA), and CSG Advisors (CSG).
The RFQ was sent to financial services firms that have provided similar services to the City of Richmond or other local cities. The firms are well known and experienced around financial and economic analysis as it relates to proposed market rate and affordable residential, commercial, and mixed-use developments projects. Two of the firms, LEG and DRA, are currently providing financial consulting services to the City on three major developments: Terminal One, 12th and Macdonald, and Miraflores. Prior contracts are exceeding the initial contract amounts and it is essential to keep the proposed developments on track by ensuring the financial services consultants are readily available to assist City staff with the financial analysis related to the on-going real property negotiations. CSG has previously provided similar services to the Richmond Housing Authority and City staff has worked with them in a similar capacity at another city. Having these highly experienced firms on call will allow for timely and well vetted financial and economic analysis on complex development proposals to inform the City’s real property negotiations.
The three responding firms are being recommended for approval of on-call contract services.
The firms are:
1. Land Econ Group
2. David Paul Rosen & Associates
3. CSG Advisors
Each service contract will be for an amount not-to-exceed $50,000 over a one-year term, from November 1, 2022 through October 31, 2023, with an option to extend the contracts for one year . On -call financial services contracts will assist the Housing Division in completing timely review of complex financial development proformas. In addition, having on-call contracts will save City staff time needed to bid work on a project-by-project basis.
This is critical in completing timely real property negotiations.
DOCUMENTS ATTACHED:
Attachment 1 - Resolution for On-Call Financial and Economic Analyses Services Attachment 2 - Informal Solicitation for Request for Qualifications (RFQ) and RFQs Received
Attachment 3 - RFQ Memo Selection
RESOLUTION NO.________
RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND
AUTHORIZING CONTRACTS FOR ON-CALL FINANCIAL AND ECONOMIC ANALYSES SERVICES FOR AN AMOUNT NOT TO EXCEED $50,000 PER
VENDOR, LAND ECON GRPOUP, DAVID PAUL ROSEN & ASSOCIATES, AND CSG ADVISORS, FROM NOVEMBER 1, 2022 THROUGH OCTOBER 31, 2023, WITH AN OPTION TO EXTEND THE CONTRACTS FOR ONE YEAR
WHEREAS, the City of Richmond Community Development Department anticipates needing financial and economic analyses related to real property negotiations; and
WHEREAS, the Richmond Community Development Department has demonstrated that the use of vendors drawn from a list of pre-qualified firms that have undergone a competitive bidding process eliminates delays and costs associated with project-by-project bidding; and
WHEREAS, on September 8, 2022, the Richmond Community
Development Department solicited a Request for Quotes (RFQ) for on-call financial and economic analyses services; and
WHEREAS, three vendors were notified, and all three firms responded to the RFQ; and
WHEREAS, all responding vendors are well qualified financial services firms and have provided these services to the city of Richmond and other local jurisdictions; and
WHEREAS, each firm’s qualifications and experience completing similar work, the qualifications and experience of key project staff, meet and or exceed the requirements of the RFQ; and
WHEREAS, the city staff recommends the three following firms for inclusion to the on-call list for financial and economic analyses services:
1. Land Econ Group
2. David Paul Rosen & Associates
3. CSG Advisors
WHEREAS, each contract would be for an amount not-to-exceed $50,000, per year, from November 1, 2022, through October 31, 2023, with an option to extend the contracts for one year; and
WHEREAS, firms on the on-call list will be selected to provide financial and economic analyses services to the Community Development Department; and
WHEREAS, the Community Development Department will manage the contracts, and the costs of each contract will be paid using fees collected from applicants.
NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Richmond hereby authorizes the Community Development Department to enter into contracts for on-call financial and economic analyses services with the firms mentioned above, for an amount not to exceed $50,000 per vendor, from November 1, 2022, through October 31, 2023, with an option to extend the contracts for one additional year.
*******
I certify that the foregoi ng Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting held on November 1, 2022, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
__________________________________
PAM CHRISTIAN
CLERK OF THE CITY OF RICHMOND
Approved:
_________________________
THOMAS K. BUTT
MAYOR
Approved as to Form:
_________________________
DAVE ALESHIRE
CITY ATTORNEY
1 Soco Montore
Subject: FW: Request For Quotes - On Call Financial and Economic Analyses Attachments: Housing On-Call Financial Support RFQ_Quotes - 9-8-2022.pdf
From: Jesus Morales
Sent: Thursday, September 8, 2022 3:52 PM
To: Jesus Morales <[email protected]>
Cc: Lina Velasco <[email protected]>
Subject: Request For Quotes ‐ On Call Financial and Economic Analyses
Dear Consultant,
Attached is a Request for Quotes (RFQ) for On Call Financial and Economic Analyses services for the City of Richmond regarding proposed developments the city is currently reviewing. Please review the attached RFQ and provide the information requested therein. We acknowledge that the timeline is abbreviated however the city requires timely services and needs to get a financial services consultant onboard as soon as possible.
Email me with any questions you have.
Thank You,
Jesus M. Morales, Housing Manager
C I T Y O F R I C H M O N D |Housing Division
450 Civic Center Plaza, 2nd Floor | Richmond, CA 94804
[email protected]
Phone: 510-620-6649
/\' •• • ;\ CITY OF
fC//^l6{^^f C A L I F 0 Rv- y / \ i c^y^vyf^yvci CALIFORNIA
COMMUNITY DEVELOPMENT DEPARTMENT
Housmo DIVISION
REQUEST FOR QUOTES (RFQ)
ON-CALL FINANCIAL AND ECONOMIC ANALYSES
Today's Date: September 8, 2022
Closing Date and Time: Friday, September 16, 2022,
by 5:00 PM PST
Email Submittal Jesus Morales(a)ci.richmond.ca.us
Contact Person: Jesus M. Morales
Jesus [email protected]
1. Scope of Work
The Housing Division of the Community Development Department of the City of Richmond is seeking a financial services consultant (Consultant) on a fee-based basis that can provide timely on-call financial and economic analyses related to real property negotiations. The City reserves the right to make changes to the Scope of Work as needed. Services that will be provided include, but are not limited to the following:
• Provide professional financial services to assist the City in developing economic analyses on an on-call basis related to real property negotiations. • Financial review and analysis of developer proforma statements to ascertain the accuracy and feasibility of the financial model to construct, sell and or rent proposed mixed use, mixed income, market rate, and affordable housing developments.
• Make recommendations on restructuring the proposed financial model if needed and provide alternative financing resources to develop the proposed project. • Support staff in meetings with developers to present city's concerns and answer questions regarding financial and proforma shortfalls.
• Respond to City staff inquiries on matters of financial and economic analyses and impacts on City resources from proposed development projects. • Attend meetings of the City and its staff on an as-needed basis and make presentations to the City Council as needed.
When the City determines specific services that are required, the Consultants) shall prepare a scope of work and budget proposal based on staffing needs and the tasks required. Negotiations will take place and a task order will be created with the negotiated scope and budget.
2. Qualifications and References
The information requested in this section should describe the qualifications of the firm, key staff, and sub-contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Such information shall include:
• Names of key staff that participated on named projects and their specific responsibilities with respect to this scope of service
City of Richmond September 8, 2022
Request for Quotes (RFQ) On Call Financial and Economic Analyses 1 of 6
• A summary of your firm's demonstrated capability, including length of time that your firm has provided the services being requested in this Request for Quotes. • Provide at least three (3) references that received similar services from your firm. • The City of Richmond reserves the right to contact any of the organizations or individuals listed. Information provided shall include:
• Client Name and contact info
o Telephone & e-mail address
o Address
• Description of services provided including contract amount • Project start and end dates
3. Cost Information
A cost breakdown shall be provided identifying: (1) the hourly billing rates for each professional and administrative staff person who will be committed to this Project, including the direct and indirect labor expenses; and (2) sub-consultant services, if needed. The City anticipates awarding one contract in amount not to exceed $25,000.
4. Submission of Proposals
Please submit proposals with all requested information via email to Jesus MoralesOi.ci.richmond.ca.us.JThe proposal must be received no later than 5:00 p.m., local time, on Friday, September 16, 2022. Late submittals will not be accepted.
PROPOSAL EVALUATION AND SELECTION PROCESS
The criteria upon which the evaluation of the proposals will be based include, but are not limited to, the following:
Experience/Past Performance/References - 40%
Consideration will be given based upon the firm's experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFQ; number of years of experience in performing similar work.
Proposer Qualifications - 40%
City of Richmond September 8, 2022
Request for Quotes (RFQ) On Call Fmancial and Economic Analyses 2 of 6
This category will evaluate the respondent's ability to take upon itself the responsibilities set forth in the Scope of Services and produce the required outcome in a timely manner.
Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope, and objective of the services to be performed. It is the intention of the City of Richmond to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Richmond will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.
Cost Proposal - 20%
This category evaluates the staff hourly rate quoted, for the services outlined in Section 1, Scope of Services. The city at its discretion, will determine which proposal provides the best overall value to the city.
Inquiries
Respondents are encouraged to promptly notify the City of any apparent major inconsistencies, problems, or ambiguities in this RFQ. Any requests for clarification or other questions concerning this RFQ must be submitted in writing via email to Jesus Morales at iesus [email protected].
City Disclaimer
The City reserves the right to reject any or all the Proposals, to waive any informality in any Proposal, and to select the Proposals that best meet the City needs. The City also reserves the right to reduce or revise elements of the scope of services, or to amend or modify the contractual requirements, or to negotiate with any qualified consultant.
No representation is made that any contract will be awarded pursuant to this RFQ. In no way shall a contract be viewed as exclusive. The City reserves the right to retain additional consultants as necessary. All costs incurred in the preparation of the qualification, in the submissions of additional information and/or in any other aspect of qualification prior to the award of a written contract will be borne by the proposed firm.
All qualifications submitted to the City in response to this RFQ will become the property of the City of Richmond and will not be returned. The "technical" portion of the Proposal will be considered public information.
City of Richmond September 8, 2022
Request for Quotes (RFQ) On Call Financial and Economic Analyses 3 of 6
Comments/Questions on the City Standard Service Provider Agreement The City's standard service provider agreement, which the Consultant Team will be required to sign, is attached for your consideration (see Exhibit A).
The proposer shall state whether it takes exception(s) to this RFQ, including but not limited to the City of Richmond's Standard Services Agreement (Exhibit A). If the proposer does take exception(s) to any portion of the RFQ or contract, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes, additions or requesting deletion of specific words and/or by providing new requested contract language shall be provided. Requests for complete replacement of the City of Richmond's Standard Services Agreement for another contract will not be considered. Failure to make exceptions to the RFQ or Standard Services Agreement within the proposal will be deemed a waiver of any objection. Exceptions will be considered during the proposal evaluation process and are not guaranteed to be approved.
Insurance Requirements
The City requires consultants doing business with it to obtain insurance, as shown in RFQ (see Exhibit B). The required insurance certificates must comply with all requirements of the standards as shown and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the project.
Business Licenses
The successful Contractor and all subcontractors used in the work will be required to hold or obtain a City of Richmond business license for which the fee will not be waived.
Sanctuary City Contracting Ordinance (SCCO)
The Richmond Sanctuary City Contracting Ordinance No. 12-18 N.S. (Exhibit C) prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security ("ICE").
Bidders/Proposers must submit the attached Sanctuary City Compliance Statement with their Bid or Proposal/Qualifications (Exhibit D).
Limited Liability Companies Disclosure Statement (LLCS) Resolution No. 86-21, approved by City Council on July 6, 2021, requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations (LLC) City of Richmond September 8, 2022
Request for Quotes (RFQ) On Call Financial and Economic Analyses 4 of 6
(Exhibit E). Bidders/Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Bid or Proposal (Exhibit F).
Exhibits
Exhibit A: City's Standard Service Provider Agreement
Exhibit B: Insurance Requirements
Exhibit C: Richmond Sanctuary City Contracting Ordinance No. 12-18 N.S.
Exhibit D: Sanctuary City Compliance Statement
Exhibit E: Limited Liability Corporations (LLC), Resolution No. 86-21 Exhibit F: Disclosure Statement of Limited Liability Companies Form City of Richmond September 8, 2022
Request for Quotes (RFQ) On Call Financial and Economic Analyses 5 of 6
CITY OF RICHMOND
STANDARD CONTRACT
Department:
Project Manager E-mail:
PR No: Vendor No:
Project Manager:
Project Manager Phone No:
P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone:
Business License No:
Email:
/ Expiration Date:
A California |1 corporation, Q limited liability corporation || general partnership, [_] limited partnership, Q individual, || non-profit corporation, II individualdba as [specify:]_
II other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed
the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
Title:
I hereby certify that this Contract
has been approved by City Council.
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
By:
Title:
Date Signed:
City Clerk
Approved as to form:
By:
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
By:.
Title:_
City Attorney^
Date Signed:.
LIST OF ATTACHMENTS:
Service Plan
Payment Provisions
Authorized Representatives and Notices
General Conditions
Special Conditions
Insurance Provisions
Standard Contract/EJ/TE 9-26-07
(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.
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the _, perform the following services and be compensated as outlined below:
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT 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:_ Department^
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, _ 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
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
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 1 3
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 1 3
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 1 3
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 staffs 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 1 3
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 1 3
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 1 3
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 1 3
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-Liabilitv of Officials and Employees of the Citv. 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/workDlacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitation^ uporLSubcontracting^md Assicinment. 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 1 3
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 orjoint-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.Conflictinci 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-exclusivitv. 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 1 3
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Maieure. 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. t
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 10 of 1 3
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."
SO.Governinc) Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part: of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
SS.Severabilitv. 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 Of13
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. Possessorv 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 1 3
For the Contract between the City of
Richmond and
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
In all instances where CONTRACTOR. or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CFTY 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 CHY 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 CoverageMinimum Limits
Workers' Compensation and
Employers' Liability
General Liability
(primary and excess limits
combined)
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,
$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.
Type 2 - Page 1 of 3
Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability
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.
$1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST
A9-:Al-.[)]iJlip-n
-$l-mlllL()n-':.$_5-miJ!JP-n
?y?-r- $-s_ IFJ U LQ D.
REQUIRED LIMIT
.?l—mJLllon-P/P-
-?_2mJL1113n-P/P-
-$5_mjNron_p/p_
Required Policy Conditions
Additional Insured Endorsement
Primary and Noncontributory
Waiver of Subrogation
Endorsement Form
Deductibles and Self-Insured
Retentions
A. M. Best Rating
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. asox?nid= 61.
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.
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
htta://www.ci.richmond.ca.us/index.asox?nid=61.
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: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 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 CIT/ 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.
Type 2 - Page 3 of 3
Revised: September 2011
ORDINANCE NO. 12-18 N.S
AN ORDmANCE OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA, ADOPTmG A SANCTUARY CITY CONTRACTING AND INVEST?VEENT POLICY The City of Richmond does ordain as follows:
SECTION 1. Title
This ordinance shall be known as the Sanctuary City Contracting and Investment Ordiaance.
SECTION 2. Definitions
1) "City" means the City of Richmond, California.
2) "Data Broker" (also commonly called information broker, information reseller, data aggregator, and information solution provider) means either of the following:
a) The collection of mformation, includmg personal information, about consumers, from a -wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector businesses and government agencies; b) The aggregation of data that was collected for another purpose fropa that for which it is ultimately used.
3) "Extreme Vetting" means data-mimng, threat modeling, predictive risk analysis, or other similar service.
4) "ICE" means the United States Immigration and Customs Enforcement, and any subdivision thereof.
5) "Person or Entity" means any private natural person, corporation, institution, subsidiary, affiliate, or division under operating control of such person; the parent entities that have operating control over such person, and the subsidiaries, affiliates and divisions under operating control of such parent entity. Government entities, officers and employees are expressly excluded from this definition.
SECTION 3. Prohibition on Use of City Resources
1) No officer, employee, department, board, commission, City Council, City Manager, or other entity of fhe City shall enter into a new, amended, or extended contract or sigreement with, any Person or Entity that provides ICE with any "Data Broker" or "Extreme Vetting" services, as defmed herein, unless the City Council makes a specific detennmation that no reasonable alternative exists, taking into consideration the following:
a) The intent and purpose of this ordinance;
b) The availability of alternative services, goods and equipment; and
c) A declaration under the penalty of perjury executed by the Person or Entity, affirming that they do not provide Data Broker or Extreme Vetting services to ICE; and d) Information submitted to the City Manager by any member of the public, and thereafter duly verified.
4) Any Person or Entity identified as a supplier of Data Broker or Extreme Vetting services to ICE and potentially affected by this section shall be notified by the City Manager of the determination. Any such Person or Entity shall be entitled to a review of the determination by appeal to the City Manager.
Request for such review shall be made within thirty (30) days of notification, or seven (7) days of the date of a City solicitation or notice of a pending contract or purchase, of interest to the Person or Entity seeking review. Any Person or Entity vendor SQ identified tnay appeal fhe City Manager's determination to the City Council, within fifteen (15) days of the detennination.
SECTION 4. Prohibition, on Investment
1) The City of Richmond shall not make any investment in stocks, bonds, securities, or other obligations issued by any provider of Data Broker or Extreme Vetting services to ICE. 2) The City Council shall adopt a plan with respect to pension fund investments and shall implement such a plan consistent with the intent of this act.
SECTION 5. Investigation And Reporting
1) The City Manager, or his or her designee, shall review compliance with Sections 3-4. The City Manager may initiate and shall receive and mvestigate all complaints regarding violations of Sections 3- 4. After investigating such complaints, the City Manager shall issue findings regarding any alleged violation. If the City Manager finds that a violation, occurred, the City Manager shall, within 30 days of such. findmg, send a report of such finding to the City Council, the Mayor, and the head of any department involved in the violation or in which the violation occurred. All officers, employees, departments, boards, commissions, and other entities of the City shall cooperate with the City Manager in any investigation of a violation of Sections 3 -4. 2) The City Manager shall coordinate with the City Attorney's office to remedy any such violations, and fhe City Attorney is authorized to use all legal measures available to rescind, terminate, or void contracts awarded in violation of this ordinance. 3) By April 1 of each year, each City department shall certify its compliance with this ordinance by written notice to the City Manager.
4) By May 1 of each year, the City IVIanager shall schedule and submit to the City Council a written, public report regarding the department's compliance with Sections 3-4 over the previous calendar year. At minimum, this report must (1) detail with specificity the steps the department has taken to ensure compliance with Sections 3-4, (2) disclose any issues with compliance, including any violations or potential violations of this Ordinance, and (3) detail actions taken to cure any deficiencies with compliance.
SECTION 6. Enforcement
1\ /~l^n.~ ^f A-.^:~- A—.-.:_1_^— --C 4.1-;- r\—l;____- --__-L:-I_-J—- — ^-•—— ----)
SECTION 7. Scverability
The provisions in this Ordinance are severablc. If any part of provision of this Ordinance. or the application of this Ordinance to any person or circuinslance. is held invalid, the remainder of this Ordinance, including the application of such part or provisions to other persons or circumstances, shall not be affected by such holding and shall continue to have force and effect.
SECTION 8. Construction
The proviyions of this Ordinance are to be construed broadly to effectuate the purposes of this Ordinance.
SECTION 9. Effective Date
This Ordinance becomes effective thirty (30) days after its final passage and adoption.
First introduced at a regular meeting of the City Council on May 15. 2018, and finally passed and adopted at a regular meeting held on June 5. by the following vote:
AYES:Councilmembers Choi. Martinez, Myrick, Recinos, and Vice Mayor Willis.
NOES:
ABSTENTIONS:
ABSENT:
Mayor Butt.
None.
Councilmembcr Beckles.Beckles.
PAMELA CHRISTIAN
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
TOM BUTT
Mayor
Approved as to form:
BRUCE GOODMILLER
Cily Attorney
Slate of California
County of Contra Costa
City of Richmond
: ss.
I certify that the forcgoing is a true copy of Ordinance No. 12-18 N.S.. passed and adopted by the City Council of the City of Richmond at a regular meeting held on June 5,2018.
Pamela Christian. CityTlerk of the City of Richmond
CITY OF MCHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of_ (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter " Sanctuary City Contracting Ordinance " or "SCCO"). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the US. Immigration and Customs Enforcement Division of the United States Department of Homeland Security ("ICE"). Contractor understands the meaning of the following terms used in the SCCO:
a. " Data Broker" means either of the followmg:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. "Extreme Vetting" means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor' s failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing.
Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this _day of_, 20_, at _, California.
Printed Name: _Title:
Signed: _Date:
Business Entity:
Vendor SCCO Compliance Statement (Augt2020)Page 181 of 625 RESOLUTION NO. 86-21
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHMOND DIRECTING
THE CITY MANAGER TO UPDATE ALL CITY APPLICATIONS AND FORMS TO REQUIRE DISCLOSURE OF THE ^ENTITIES OF BENEFICIAL & RESPONSIBLE
OWNERS OF LIMITED LIABILITY CORPORATIONS (LLCS)
WHEREAS, the use of the Lunited Liability Corporation (LLC) business formation by landowners in acquiring real property has become increasingly common; and WHEREAS, the LLC business formation, at times, conceals the identity of the true owners by the practice of appointment of a professional agent and/or manager, such as an attorney or accountant; thereby, never having to reveal the owner's (member's) name(s) or the source of capital contributions (i.e., funding); and
WHEREAS, such anonymity provided by the LLC formation poses obstacles for code enforcement, thereby decreasing the incentive for owners to keep their properties in good repair, a practice often referred to as "deferred maintenance"; and WHEREAS, the obstacles imposed on code enforcement results in increased neighborhood blight.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richmond as follows:
1. The City Manager is hereby directed to work with City Departments to update all City fonns and applications to require the disclosure of beneficial and responsible owners of LLCs as part of the submittal requirements;
2. The City Manager is hereby directed to maintain a list, which should be updated annually, of all real property owned by LLC within the City jurisdiction with address and assessor's parcel number. The list shall also mclude the names and addresses of beneficial and responsible owners of the LLCs, as disclosed to the City through its application process; and
3. The City Manager is hereby directed to provide the City Council a progress report every six months, which describes the implementation of this resolution and the successes and barriers of the implementation for the first three years after adoption.
BE IT FURTHER RESOLVED that the disclosure of beneficial and responsible owners of LLCs will be used for transparency purposes only and not as a condition of approval. ********+**********
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a regular meeting thereof held July 6, 2021, by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Councilmembers Jimenez, Martinez, McLaughlin, Willis,
and Vice Mayor Johnson III.
Councilmember Bates and Mayor Butt.
None.
None.
Approved:
THOMAS K. BUTT
Mayor
Approved as to form:
TERESA STRICKER
City Attorney
PAMELA CHRISTIAN
CLERK OF THE CITY OF RICHMOND
(SEAL)
State of California
County of Contra Costa
City of Richmond}
: ss.
I certify that the foregoing is a true copy of Resolution No. 86-21, finally passed and adopted by the City Council of the City of Richmond at a regular meeting held on July 6,2021.
Pamela Christian, Clerk of the City of Richmond