General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to
General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete
General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated
General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and
General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view
General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 13 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.
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 1:
Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, 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, 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) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements 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 and Builder’s Risk/ Course of Construction Insurance.
6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)
7. Contractor’s Pollution Liability (if applicable for Construction Contractors) 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 SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. 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.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011
PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)
Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).
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.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.
If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.
Same limits as General Liability.
Required Policy Conditions
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.
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 but not limited to 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. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
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 and Builder’s Risk/ Course of Construction coverage 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.
Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.
SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:
1. A Bid bond
2. A Performance Bond
3. A Payment Bond
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 coverages and cover those insured in the underlying policies.
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 nonrenewed, 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.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
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.
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to 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:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
By:
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
By: Title:
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
Stryker Sales Corporation dba Stryker Medical
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:
On-site preventative maintenance for LUCAS devices and Life Pak 1000 AEDs per the ProCare Services proposal (#210524151049) attached hereto as Exhibit A-1, and subject to the Terms and Conditions located at https://techweb.stryker.com (as last updated on February 18, 2022), as may be modified between the parties hereto.
Stryker Sales Corporation dba Stryker
Medical
Project Manager
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.
Aaron Osorio
Stryker Sales Corporation dba Stryker
Medical
Fire
Aaron Osorio
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:
Stryker Sales Corporation dba Stryker
Medical
Stryker Sales Corporation dba Stryker Medical
Aaron Osorio
440 Civic Center Plaza
Christy Samson
3800 East Centre Ave
Portage, MI 49002
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EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell,
General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this 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.
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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue
General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to
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indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete
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responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated
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under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and
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City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
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29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view
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toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
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City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
For the Contract between the City of
Richmond and
Stryker Sales Corporation dba Stryker
Medical
Exhibit E Page 1 of 5
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
Amendments to the General Terms, and the referenced Exhibits hereto, are as follows:
The language of the Standard Contract is hereby amended to read:
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A-1 – Proposal #210524151049) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein, and as may be modified between the parties hereto.
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, and as may be modified between the parties hereto.
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, and as may be modified between the parties hereto.
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference, as modified between the parties hereto.
The language of Exhibit B is hereby amended to read:
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below, and as outlined in ProCare Proposal ID #220425140910. See Proposal (Exhibit A-1) for payment information.
The language of Exhibit D is hereby amended to read:
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, if any, 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
For the Contract between the City of
Richmond and
Stryker Sales Corporation dba Stryker
Medical
Exhibit E Page 2 of 5
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. Intentionally omitted (not applicable)
5. Inspection. Contractor’s performance, 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 Exhibits A and A-1(Proposal #210524151049) shall be performed to the full satisfaction and approval of City in its reasonable discretion. In the event that the project or services set forth in Exhibits A and A-1 are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibits A and A-1, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform theservices required herein, unless otherwise provided in Exhibits A and A-1.
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 in its reasonable discretion.
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.
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 copies of Contractor's records,
For the Contract between the City of
Richmond and
Stryker Sales Corporation dba Stryker
Medical
Exhibit E Page 3 of 5
books specifically related to this Contract, 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 provide City and its authorized representatives and accountants with copies of Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data directly 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 copies of 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.
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.
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 reasonable 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.
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, and such failure shall remain uncured ten (10) days after City has provided Contractor with written notice describing the nature of such failure in reasonable detail, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor
For the Contract between the City of
Richmond and
Stryker Sales Corporation dba Stryker
Medical
Exhibit E Page 4 of 5
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.
15. Indemnification.
(a) 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 (i) willful misconduct, (ii) negligent acts, errors or omissions, or (iii) violations of applicable law 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. (b) 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 throughfinal 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. (c) 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. (d) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
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, as modified by the parties hereto.
For the Contract between the City of
Richmond and
Stryker Sales Corporation dba Stryker
Medical
Exhibit E Page 5 of 5
34. Intentionally omitted (not applicable)
37. Waiver. The waiver by either party 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 either party relating to the other party’s performance, or payments therefore, or any combination of these acts, shall not relieve the other party’s obligation to fulfill this Contract as prescribed; nor such party 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.
Exhibit F (Insurance Requirement) is hereby modified by the parties as shown in the redlined Exhibit F form attached hereto.
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 1 of 5
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM REQUIRED insurance requirements coverages and limits.
CONTRACTOR shall procure and maintain for the duration of thise contract, agreement, or other order for work, services orsupplies, insurance against covering claims for injuries to persons or damages to property which may arisinge from or in connection with the CONTRACTOR’S performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, or 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 theCity 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 cCertificates of Insurance and copies of and original, separate required policy endorsements, naming including the City as an additional insured for general liability, as well as providing a waiver of subrogation for Workers’ Compensation insurance, shall be received and approvedby the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements. Blanket endorsements are acceptable.
Notwithstanding any other insurance requirements within this Contract to the contrary, to the extent allowed by applicable law or regulation, CONTRACTOR shall be permitted to maintain a program of self-insurance to comply with the insurance requirements of this Contract.
City reserves the right to modify or require, with CONTRACTOR’s written agreement, additional coverages for specific risk exposures depending on scope ofCONTRACTORS work.
Minimum Required 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 Required Scope of Insurance – the following forms shall be provided maintained and coverage shall be at least as broad asthe following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language. Blanket endorsements are acceptable.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation endorsement for Workers’ Compensation and Builder’s Risk/ Course ofConstruction Insurance.
6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)
7. Contractor’s Pollution Liability (if applicable for Construction Contractors)
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 2 of 5
Revised: September 2011
Required Coverage Minimum Required Limits
Workers’ Compensation and
Employers’ Liability
Workers’ Compensation insurance subject to Sstatutory limits as required by the State of California, and including $1 million Employers’ Liability insurance with limits of $1 million per accident, and $1 million per employee for bodily injury or and policy limit for disease. If CONTRACTOR is selfinsured, 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.
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 3 of 5
Revised: September 2011
General Liability
(primary and excess limits
combined)
PROJECT COST
$0 - $5 million
$5 million - $10 million
Over $10 million
Fireworks
REQUIRED LIMIT
$2 million p/o
$5 million p/o
$10 million p/o
$5 million p/o
Includes coverage for bodily injury, personal injury, property damage, and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).
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 include the City of Richmond as an additionalinsured per the conditions detailed below.
Automobile Liability $1,000,000 per occurrence accident for bodily injury and property damage.
Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.
If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.
Same limits as General Liability.
Required Policy Conditions
A. M. Best Rating A-:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately promptly and provide notice to City.
Additional Insured Endorsement Applicable to General Liability Coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named included as additional insureds for all vicarious liability incurred by the additional insureds to the extent arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising inany respect directly or indirectly in from CONTRACTOR’s the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. The
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 4 of 5
Revised: September 2011
endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
Blanket endorsements are acceptable.
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory Except with respect to any claim or loss that arises from the negligence or willful misconduct of City, its officers, officials, employees, agents or volunteers, Tthe contractor’s insurance coverage must shall 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. Blanket endorsements are acceptable.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract. Blanket endorsements are acceptable.
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 request of the City, the Contractor shall either obtain the insurer’s agreement to 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 tothe deductible or selfinsured retention guaranteeing payment of losses andrelated investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.
SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:
1. A Bid bond
2. A Performance Bond
3. A Payment Bond
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 coverages and cover those insured in the underlying policies.
Claims-Made Policies
If any required insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before thedate of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance mustbe provided for at least five three (53) 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 reporting period coverage for a minimum of five three (53) years after completion of contract work.
Subcontractors
CONTRACTOR shall require include all subcontractors as insured under its policies or shall to furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subjectto all of the requirements stated herein.
Exhibit F
Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 5 of 5
Revised: September 2011
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. In the event that the City has a reasonable expectation of defense and/or indemnification with respect to a third party claim under the terms of this Contract and the CONTRACTOR or its insurer declines to accept City’s tender of such claim, CONTRACTOR shall furnish copies of the relevant insurance policy(ies) at City’s request.
Original iInsurance 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 meeting the requirements hereunder is obtained provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements hereunder, 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, materially reduced or otherwise materially changed except afterthirty (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.
Sales Rep Name:
ProCare Service Rep:
Date:
ID #:
Billing Acc Num: Name: Aaron Osorio
Shipping Acct Num: Title: EMS Chief
Account Name Phone:
Account Address Email:
City, State Zip
See below for complete payment schedule
Start Date:
End Date:
Stryker Signature Date Customer Signature Date
If contract is over $5,000 please send hard copy PO
LP1000 LifePak 1000 LP1000 PM Only Onsite
Trevyn Haller
12 3 $4,752.00 $14,256.00
Item
No.
Model
Number
Model Description ProCare Program Qty Yrs Annual Price Total 1 Christy Samson 3800 E. Centre Ave
Portage, MI 49009
PROCARE PROPOSAL SUBMITTED TO:
PROCARE COVERAGE
1504552
Richmond Fire Dept.
PO Box 4046
12/6/2022
2 LUCAS LUCAS LUCAS Prevent Onsite 8 3 $10,670.40 $32,011.20 COMMENTS:
Please email signed Proposal and Purchase Order to [email protected].
All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure. **Quote pricing valid for 30 days.
11/30/2025
Unless otherwise stated on contract, payment is expected upfront. ProCare Total $46,267.20 FINAL TOTAL $46,267.20
PROGRAM INCLUDES:
12/1/2022
Purchase Order Number
The Terms and Conditions of this quote and any subsequent purchase order of the Customer are governed by the Terms and Conditions located at https://techweb.stryker.com
The terms and conditions referenced in the immediately preceding sentence do not apply where Customer and Stryker are parties to a Master Service Agreement. [email protected]
LP1000 PM Only Onsite:
LUCAS Prevent Onsite:
• Update software to the most current version
• Check all batteries and battery pins
• Inspect the integrity of accessories and recommend replacement as needed • Test linear sensor and recalibrate if needed
• Lubricate and adjust mechanical parts, including compression module and claw lock • Clean hood, fan, intake and bellows
• Perform functional test on all mechanical components and electronics • Computer-aided diagnostics
• Replacement of LUCAS Disposable suction cup, LUCAS Patient Straps, or LUCAS Stabilization Strap, as deemed necessary by Stryker • Repairs (parts and labor) to restore equipment to manufacturer specifications • Replace up to 2 LUCAS chest compression system batteries in accordance with the Instructions for Use or upon battery failure* • LUCAS Battery Desk-Top Charger, LUCAS Aux Power Supply, LUCAS Car Cable repair or replacement as deemed necessary by Stryker* • Replacement of LUCAS Disposable suction cup, LUCAS Patient Straps, or LUCAS Stabilization Strap **(Onsite Repairs or Depot Depending on Agreement) **
221206074439
• Update software to the most current version
• Check all batteries and battery pins
• Inspect the integrity of accessories and recommend replacement as needed • Test the integrity of all cables and recommend replacement as needed • Electrical safety check in accordance with NFPA guidelines • Computer-aided diagnostics to verify the unit functions accurately, including waveform shape and defibrillation energy • Replace up to 1 battery pack in accordance with the device operating instructions or upon battery failure • Replace 1 set of expired adult therapy electrodes at schedule ed time of service **(Onsite PM or Depot Depending on Agreement) **
(510) 620-6893
Annual Payments $15,422.40
Richmond Fire Dept., CA 94804
1325506
Exhibit A-1
Please email signed Proposal and Purchase Order to [email protected].
All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure. **Quote pricing valid for 30 days.
Date Payment Int Paid Prin. Remaining Balance
12/1/2022
12/1/2023
12/1/2024 $ 15,422.40 $ - $ - $ -
Starting Balance
$ 15,422.40 $ - $ 30,844.80
$ 15,422.40 $ - $ 15,422.40
PAYMENT SCHEDULE
$ 46,267.20
$ 30,844.80
$ 15,422.40
Exhibit A-1
Serial Number Program
LUCAS Prevent Onsite
3519F175 LUCAS Prevent Onsite
3519F308 LUCAS Prevent Onsite
3519F327 LUCAS Prevent Onsite
3519F328 LUCAS Prevent Onsite
3519F330 LUCAS Prevent Onsite
38681028 LP1000 PM Only Onsite
43899728 LP1000 PM Only Onsite
44360090 LP1000 PM Only Onsite
44458607 LP1000 PM Only Onsite
44539732 LP1000 PM Only Onsite
43763706 LP1000 PM Only Onsite
43758140 LP1000 PM Only Onsite
43986060 LP1000 PM Only Onsite
46308105 LP1000 PM Only Onsite
38681036 LP1000 PM Only Onsite
38681020 LP1000 PM Only Onsite
38690888 LP1000 PM Only Onsite
11 8
9 6
7 4
5 2
3 10
SERIAL NUMBER SHEET
Model
LP1000
Item
No.
1 LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
LP1000
16 17
14 15
12 13
LP1000
LUCAS
LUCAS
LUCAS
LUCAS
LUCAS
LUCAS
LUCAS
LUCAS
3519F331
18 19
3519F311
LUCAS Prevent Onsite
20 3519F037 LUCAS Prevent Onsite
Exhibit A-1
Purchase Order Form
Account Manager Purchase Order Date
Cell Phone Expected Delivery Date
Stryker Quote Number
Check box if Billing same as Shipping
BILL TO CUSTOMER # SHIP TO CUSTOMER #
Billing Account Num Shipping Account Num
Company Name Company Name
Contact or Department Contact or Department
Street Address Street Address
Addt'l Address Line Addt'l Address Line
City, ST ZIP City, ST ZIP
Phone Phone
Authorized Customer Initials Authorized Customer Initials
DESCRIPTION QTY TOTAL
REFERENCE QUOTE
Accounts Payable Contact Information
Name
Email
Phone
Authorized Customer Signature
Printed Name
Title
Signature
Date
Attachment Stryker Quote Number 221206074439
*Sales or use taxes on domestic (USA) deliveries will be invoiced in addition to the price of the goods and services on the Stryker Quote.
Stryker Terms and Conditions
www.strykeremergencycare.com/terms
1504552
221206074439
Richmond Fire Dept.
Aaron Osorio
1325506
PO Box 4046
Richmond Fire Dept., CA 94804
(510) 620-6893
Exhibit A-1
From: Ursula Deloa <[email protected]>
Sent: Friday, September 24, 2021 10:13 AM
To: Janice Lee <[email protected]>; Theresa Austin <[email protected]>; Shasa Curl <[email protected]>; Nannette Beacham <[email protected]>; Shane Johnson <[email protected]>; Gabino Arredondo <[email protected]>; Michael Smith <[email protected]>; Catherine Selkirk <[email protected]>; Veronica Duarte de Castro <[email protected]>; Joe Leach <[email protected]>; Mary Phelps <[email protected]>; Ana Crespin <[email protected]>; Noni Thomas <[email protected]>; Angela Walton <[email protected]>; Liliana Almonte <[email protected]>; Tiphanee Smith <[email protected]>; Greg Hardesty <[email protected]>; Tawfic Halaby <[email protected]>; LaShonda White <[email protected]>; Denee Evans <[email protected]>; Samantha Carr <[email protected]>; Jim Nantell <[email protected]>; Lisa Carter <[email protected]>; Wylendia Eastman <[email protected]>; Bisa French <[email protected]>; Leticia Lopez <[email protected]>; Patrick Phelan <[email protected]>; Ruben Hernandez <[email protected]>
Subject: APPROVED Consent Calendar items - September 21, 2021 The following items were approved by the City Council at its September 21, 2021, meeting:
HOUSING AUTHORITY CONSENT CALENDAR
E-1. APPROVE the minutes of the July 27, 2021, Special Richmond Housing Authority meeting - City Clerk's Office (Pamela Christian 620-6513).
CITY COUNCIL CONSENT CALENDAR
I-1. APPROVE a sole source contract with Stryker to provide maintenance, software updates, diagnostics, and certain repairs for emergency medical equipment used by the Fire Department, for a total amount not to exceed $46,267.20 through August 31, 2024 - Fire Department (Interim Chief Michael E. Smith 510-307-8041).
I-2. APPROVE the sole source purchase of annual software maintenance from Zoll Data Systems, Inc. for the Fire Department's Records Management System for a period of three years, October 1, 2021, through September 30, 2024, in an amount not to exceed $31,776 - Fire Department (Interim Chief Michael E. Smith 510-307-8041).
I-3. ADOPT a resolution authorizing the issuance of a task authorization to Veolia Water to manage (on behalf of the City) a subcontract with Bay Hawk, Inc. for Emergency OnCall Repairs to the sanitary and/or storm sewer collection systems in amount not to exceed $825,000 [total annual repairs not to exceed $750,000 with 10 percent mark-up of $75,000]. This is a two-year contract with two (2) one-year options to renew - Public Works Department (Joe Leach 510-620-5478).
I-4. APPROVE the Omnia Partners contract with Herc Rentals Inc. and Sunbelt Rentals, Inc. and Cresco Equipment Rentals piggyback contract with the City and County of San Francisco for equipment and vehicle rentals to supplement Public Works' equipment and vehicle needs in an amount not to exceed $270,000 per year for three (3) years with an option to extend for two (2) additional years at $180,000 per year - Public Works Department (Joe Leach 510-620-5478).
I-5. APPROVE an amendment to the contract with Future Ford to include vehicle repairs on Fire Department truck #466 in an amount not to exceed $19,000 - Public Works Department (Joe Leach 510-620-5478).
I-6. APPROVE the purchase of 823 Ohio Avenue for expansion of the Harbour 8 Park in an amount not to exceed $195,000 - Public Works Department (Joe Leach 510-620- 5478/Greg Hardesty 510-620-6920).
I-7. APPROVE a contract with Arborist Now, in an amount not to exceed $13,800, for removal of eleven dead pine trees behind 5574 Amend Road. The contract term will be from September 15, 2021, to December 31, 2021 - Public Works Department (Joe Leach 510-620-5478/Greg Hardesty 510-620-6920).
I-8. ADOPT a resolution authorizing the city manager to execute an emergency contract with Bay Hawk, Inc., to demolish the City-owned building located at 824 Macdonald Avenue, in an amount not to exceed $100,000 - Public Works Department (Joe Leach 510-620-5478/Tawfic Halaby 510-621-1612).
I-9. ACCEPT and APPROPRIATE a $1,000 grant award from the Coalition for Clean Air, to fund the annual community bike ride event and related activities - Community Services - Transportation Division (LaShonda White/Denee Evans 510-621-1718).
I-10. ACCEPT and APPROPRIATE the $27,535 grant award from CalRecycle's Beverage Container Recycling City/County Payment into the City of Richmond's Environmental and Health Initiatives Division- City Manager's Office (Shasa Curl/Samantha Carr 510-620-6512).
I-11. ADOPT a resolution to ACCEPT and APPROPRIATE into the Employment and Training Division Fiscal Year 2021-2022 budget $1,043,164 in Federal, foundation, and local grant funds received from the U.S. Department of Labor, the Y & H Soda Foundation, and the Richmond Fund for Children and Youth - Library and Community Services Department (LaShonda White/Jim Nantell 510-307-8062).
I-12. APPROVE a contract amendment with Tactical K9 LLC, to provide K-9 maintenance training in an amount not to exceed an additional $57,000 over a two-year term, $28,500 per year, from January 2022 through December 2023.
The original contract began May 1, 2020, and will now terminate December 31, 2023 - Police Department (Chief Bisa French 510-620-6640).
I-14. APPROVE a contract with Owen Equipment for the purchase of one (1) Vactor Model 2100i with Hydro-Excavation Package in the amount of $529,683.81 and one (1) Vactor Model 2100i without Hydro-Excavation Package in an amount of $525,223.68 for a total purchase price not to exceed $1,054,907.49 - Public Works (Joe Leach 510-620-5478/Mary Phelps 510-621-1269).
I-15. DIRECT staff to contact Pacific Gas & Electric and the California Public Utilities Commission to request that each of them make a presentation to City Council in October or November 2021 to report their plans for repairing their infrastructure in Richmond to avoid frequent outages that have often lasted as long as 30+ hours - Councilmember Gayle McLaughlin (510- 620-6636) I-16. ADOPT an ordinance (second reading) repealing Chapter 11.44 (Kite Flying), Chapter 11.60 (Minors) and Chapter 11.64 (Smoking on Motor Coaches) of the Richmond Municipal Code - Office of the Mayor (Mayor Tom Butt 510-620- 6503).
I-17. APPROVE the minutes of the August 24, 2021, Special Meeting of the City Council - City Clerk's Office (Pamela Christian 510-620-6513).
Ursula De Loa
Deputy City Clerk
City Of Richmond
450 Civic Center Plaza
Richmond, CA 94804
510-621-1257 (Direct)
510-620-6513 (Main)
Please Note: This message is being sent on a public e-mail system and may be subject to disclosure pursuant to the California Public Records Act. The City Clerk’s Department is prohibited from giving legal advice, per California Business and Professions Code 6125.
December 20, 2022
Human Resources
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Nickie Mastay, Deputy City Manager
Sharrone Taylor, Interim Human Resources Director
Laura Marquez, Risk Manager
Subject: Contract for Alternative Dispute Resolution
Administration and Consultation Services
FINANCIAL IMPACT: The proposed contract is not to exceed $477,000 for a three-year period. The amount of $159,000 is included in the approved Fiscal Year 2022– 2023 Human Resources
Management Department, Risk Management Division
budget (50182216).
PREVIOUS COUNCIL
ACTION:
Click or tap here to enter text.
STATEMENT OF THE
ISSUE:
As an alternative to the traditional Workers’
Compensation process, an Alternative Dispute
Resolution (ADR) or “carve-outs” is a proven and efficient way workers can get the treatment they need, through a
much less adversarial process. ADR administration and
consultation services are necessary to develop,
establish, and administer the program.
RECOMMENDED ACTION: APPROVE a contract with Excel ADR, in an amount not to exceed $477,000, to provide Alternative Dispute
Resolution (ADR) consultative services for the City of
Richmond and International Association of Firefighters
(Local 188 IAFF) to administer the program, with a term from December 20, 2022, through December 19, 2025 –
Human Resources Department (Laura Marquez 620-
6974).
AGENDA
REPORT
December 20, 2022
DISCUSSION:
Alternative Dispute Resolution (ADR) or “carve-outs” are a statutorily authorized method to provide Workers’ Compensation benefits by utilizing alternative dispute resolution practices. The statutory benefits of temporary disability/permanent disability and medical treatment for the effects of an injury are unchanged when a “carve-out” is utilized. A carve-out can be a “win/win” for labor and management for the following reasons: (1) Medical treatment and medical evaluations are a lot more predictable and occur much more quickly than in the traditional system; (2) Safety is enhanced by establishment of a joint labor/management safety committee; (3) There is less lost time; (4) There is less need for, and therefore less cost for, replacement workers; (5) The adversarial relationship between labor and management is reduced and replaced with a spirit of cooperation.
On May 14, 2022, City staff issued a Request for Proposal (RFP) for ADR Administrator services. Two responses were received, and interviews were held on September 28, 2022. Based upon their responsiveness to the RFP and experience, City staff recommends a contract with Excel ADR in a total amount of $477,000, to provide Alternative Dispute Resolution (ADR) consultative services for the City of Richmond and International Association of Firefighters (Local 188 IAFF) to administer the program, with a term from December 20, 2022 through December 19, 2025.
DOCUMENTS ATTACHED:
Attachment 1 – Original Contract
Attachment 2 – RFP
CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail: Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] ,
[ ] other [specify:]
2. Term. The effective date of this Contract is and it
terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to 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:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
By:
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
By: Title:
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
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:
RESPONSE
2 SCOPE OF SERVICES
ADMINISTRATION
Serve as the ADR Administrator to oversee the implementation of the ADR program and provide consultation to the Joint Committee, which consists of three members representing the City and 3 members representing Local 188, in the administration of the program, including but not limited to:
• Provide assistance to the Joint Committee in monitoring the work of the Nurse Advocate and Claims Unit, and other ADR professionals, on an ongoing basis for compliance with training as well as the requirements set forth in the ADR program. Excel ADR will provide assistance to the Joint Committee in monitoring the Nurse Advocate and Claims Unit, and other ADR professionals on an ongoing basis for compliance with training as well as the requirements set forth in the ADR program. Will also act as an informational resource to any person involved in the ADR program to help maintain efficiencies and overall success of the program. • Provide ongoing training as necessary to optimize the performance of the program; including but not limited to training regarding the roles of those involved in the delivery of compensation and the review of loss runs with the purpose of identifying claims that require extra steps to move them forward toward resolution. Excel ADR will provide ongoing training to optimize the performance of the program; including but not limited to training regarding the roles of those involved in the delivery of compensation and review of loss runs with the purpose of identifying claims that require extra steps to move them forward towards resolution. We will accomplish this by being proactive with all parties in training, communications and resolution efforts to maximize the effectiveness of the program. • Assist employer and third-party claims administrator in supplying the legally required data to the Division of Workers' Compensation in March of each year (Labor Code Section 3201.7(h)). Excel ADR will assist employer and thirdparty claims administrator in supplying the legally required data to the Division of Workers' Compensation prior to March of each year as outlined in Labor Code Section 3201.7(h).
• Attend all labor management meetings and report on the performance of the program. Excel ADR will be available to attend all labor management
meetings and report on the performance of the program in addition to outlining recommendations to help benefit the ADR program. • Other duties and assignments as established by the Joint Committee consistent with the intent and purpose of the ADR Agreement. Excel ADR will be available for other duties and assignments as established by the Joint Labor Committee to be consistent with the intent and purpose of the ADR Agreement.
1. Training and Meetings
• Provide training to the Joint Committee, Nurse Advocate, and Claims staff working for the Third-Party Administrator. Excel ADR will provide training to the Joint Committee, Nurse Advocate, Claims Staff and any others that may need training. This can be done in person or via an online format. • Advise claims management regarding required data collection as necessary.
Excel ADR will continually advise claims management as to necessary data collection.
• Attend meetings of the Joint Committee, and prepare informational material as requested. Excel ADR will attend meetings with the Joint Committee and prepare informational materials as requested
2. Other Program Components
• Provide expertise in making decisions regarding medical provider list and medical-legal evaluator list; and; Excel ADR will provide expertise and guidance in defining medical provider and medical-legal evaluation lists. • Assist in drafting other program documents as requested by the Joint Committee (i.e. forms, form letters, rules, medical network guidelines, etc.).
Excel ADR has previously developed all necessary forms for a successful ADR program. Please see samples as Exhibits to this document.
SELECTION CRITERIA
Candidate must have the ability to provide the entire scope of services outlined above and have significant experience in this field. Total cost of the proposal will also be 3
considered. Excel ADR has all the ability, knowledge and skills to provide the entire scope of services outlined.
PROPOSED COSTS: Excel ADR will provide the outlined services to administer the ADR program for the City of Richmond and Local188 for a total sum of $11,750 per month for the term of the agreement.
4 Ombudsperson services will be provided for an additional $1,500 per month for a total of $13,250 per month for the term of the agreement. Page 985 of 2052 ADR Program Elements
Below is an outline of an ADR Program's elements and a brief description as to their definitions.
ADR Program components: Ombudsperson, Mediation, and Arbitration.
Ombudsman- Neutral 3rd party whose purpose is to work with all parties to help resolve disputes.
Mediators and Arbitrators- We would propose utilizing retired workers' compensation judges.
The mediator and arbitrator will not be the same on a given claim.
Mediations- Are requested through the Ombudsperson via a Mediation Request Form. Shall be completed within 15 business days unless otherwise agreed by the parties to the dispute.
Neither party will be permitted to be represented by legal counsel at mediation unless prior approval from the Ombudsperson. If, after the completion of the mediation process, the parties are unable to reach agreement, an arbitration shall be set no later than forty-five (45) calendar days unless all parties agree to extend the time. Position statements by each party shall be submitted to the Ombudsperson no less than 7 days prior to mediation.
Arbitration -Is a formal hearing. Must be held within 50 miles of the injured workers residence. No written or oral offer, finding or recommendation made during the mediation process by any party or mediator shall be admissible in the arbitration proceedings except by mutual agreement of the parties. Arbitrations will be handled as a formal hearing with a court reporter for recording of testimony.
QME/AME- Either party may request a QME (Qualified Medical Examiner) Panel from the Ombudsperson. The Ombudsperson will issue a 3-doctor panel and submit to the injured worker for the selection of the doctor within 10 days (NOTE: An option would be to utilize a striking process?). If no selection has been made by the injured worker, the insurance analyst will have the option to select and schedule the QME doctor. QME reports are due within 45 days of appointment. QME doctors can be selected by the State of California Department of Industrial Relations QME qualified doctors or there can be an agreed upon AME (Agreed Medical Evaluator) list.
Settlement Documents- We would suggest utilizing a Stipulations with Request for Award for settlements unless a Compromise and Release is preferred. Once settlement documents are signed by the parties, they are submitted to the Ombudsperson who will review and submit to a retired workers compensation judge for judicial review and issuance of the award. The Ombudsman will serve a copy to injured workers, attorneys, and adjuster for their records. If the injured worker needs additional explanation as to the settlement documents, please refer them to the Ombudsperson.
5
Workflow Outline
Alternative Dispute Resolution Program Workflow Process Outlined in this document is a proposed workflow for new workers' compensation claims that would be handled under the Alternative Dispute Resolution (ADR) program by Excel ADR.
Please note this is a proposed outline and we will work with all stakeholders (City, Unions, Injured Workers and others) to continually develop the program to make it as efficient and beneficial as possible.
When an Employee is injured on the job while employed with the City, the City's workers' compensation department will notify program administrators ifthe claim falls under the ADR program. This claim will be based on the employee's labor union, the job classification, or MOU of the employee. These applicable claims will be uploaded every business morning into a computerized ADR case management system.
It is the ombudsperson's duty to attempt to resolve any disputes before or when they arise. This is done by a variety of means including answering questions, requesting additional information on an employee's behalf, and generally being an information resource for an employee. His/her primary role is to resolve concerns and misunderstandings through informal discussions with an injured employee and others involved in the claim. The ombudsperson will provide basic information to an employee, answer questions, listen to concerns, investigate complaints, and help avoid or resolve problems before they become formal disputes.
New Claim Generation
If a new claim qualifies under the ADR program, the City will send a daily email spreadsheet/report to Excel ADR and the following will take place:
6 #1. New ADR claims will be loaded into a customized claim management system. #2. An introduction letter (attached) will be created by the ADR case management system and mailed to an employee via First Class USPS mail by the next business day.
Additionally, we will include an ADR Program Flyer in both English and Spanish. If the letter is returned undeliverable, the City will be contacted to find the correct address and letter will be resent.
#3. An ombudsperson will make an introductory call for each new claim assigned to him/her the same business day the claim is received. The purpose of each call will be to explain the ADR program and answer any questions an injured worker may have about his/her claim. The ombudsperson will also provide his/her contact information to the employee in case later questions or needs arise. If the applicant does not answer, the ombudsperson leaves a short message with their contact information. Details of phone calls will be noted inside the claim file that is stored within our ADR claims management system. The assigned ombudsperson will continue to call an applicant every 30 days until the claim is resolved. If the ombudsperson cannot reach the injured worker on the initial call, two additional calls will be placed.
#4. An injured worker will be able to contact ADR provider during normal business hours via telephone, a designated email address that ends with @exceladr.com, or a local area code facsimile number, all of which will be provided on all mailed materials. Should and injured worker wish to meet with the ombudsperson in person we will schedule a meeting at our offices, online (Zoom, Go-to-Meeting, Skype, etc.), local union hall or agreed upon location so that we can discuss any questions or issues that he or she may have.
AME/QME Request
If a claim is litigated the analyst and the applicant attorney will work together to define an Agreed Medical Examiner to provide additional medical evaluations. If an injured employee is not represented the ombudsperson will work with the analyst and injured worker to help determine a QME and provide any necessary assistance to schedule an appointment. Once the appointment is scheduled, a letter will be mailed to the injured employee and an email will be sent to the City analyst. Please note that we will work with the City to fine-tune the AME/QME process to ensure all ADR requirements are followed.
If there is not a current AME list of approved QME/ AME doctors, it is proposed that one be created based on the State of California's QME Roster from the DWC- Medical Unit. We would then suggest providing the list to the participating unions to have their acknowledgement of the doctors selected and the doctors not selected to act as AME's. As we are made aware of doctors that are not active or that are no longer deemed appropriate, Excel ADR will remove them from the current list.
AME's would be required to be able to see an injured employee within 45 days and provide reports within 30 days of appointment. Note: In our previous work with QME's and the City we have qualified the QME's on a per request basis that they are available to see an injured worker within 45 days. It would be prudent for this to continue to help ensure time efficiencies. We will work with the City to develop a proper procedure that is beneficial for all parties.
If a doctor is deemed not acceptable or not able to perform AME duties, a replacement doctor will be substituted on a per doctor basis.
Nurse Advocate Request
If an analyst or an injured worker requests to speak with a nurse advocate for medical questions they will be referred pursuant to the City's Managed Care contracts so that they can have their questions answered. A follow up call to the injured employee will be made by the ombudsperson to make sure that all medical or treatment questions were answered sufficiently.
The Nurse Advocate Request will be processed within one (1) business day of receipt. Any request for clarification from the City on any additional information needed, will be done under these same time frames.
When the request is received, a nurse advocate will be contacted and will have him/her contact the employee to discuss any questions that they may have within one (1) business day of receipt. Upon completion of the conversation, an advice nurse will note the context of the 7
conversation and submit those notes to Excel ADR for retention via email at [email protected].
Mediation Request
If an analyst, an injured worker, or applicant attorney requests to schedule a mediation, the ombudsperson will provide the requestor the most recent Mediation Request Form (sample attached). The following needs to be included with the request:
When a request is received, a mediator will be contacted and assigned within three (3) working days and a mediation notice/letter (sample attached) will be sent to the employee or his/her attorney. The letter will include three possible mediation dates and location to be defined.
Unless mutually agreed by all parties, the mediations will take place within 15 working days.
An electronic copy will be emailed to a workers' compensation analyst and supervisor. Once a date has been selected and agreed upon, a Notice of Mediation (sample Attached) will be sent to all parties
At all phases efforts will be done to try and find a resolution prior to the mediation taking place. Mediation findings will be noted on a Mediation Summary Form and distributed by a hearing representative/ombudsperson to all parties.
A mediator will be assigned from a City-approved mediator list within three (3) business days of receipt of the request. If the mediation is completed and a resolution is reached that requires an award, the award will be signed by a retired workers' compensation judge and processed by hearing representative/ombudsperson during the mediation. By using current mediators and retired workers' compensation judges, the City can save the cost of a judicial review of the award at a later time. A copy of the mediation summary will be filled out and a copy of the award will be served to all parties.
If an employee has a dispute regarding workers' compensation benefits, including denial, which cannot be resolved to his/her satisfaction within 10 business days, an ombudsperson will assist with the completion of the mediation request form.
Mediations shall be completed within 15 working days from the date of referral. In no event shall an issue be permitted to proceed beyond mediation until the mediation process is completed or ifboth an employee and City mutually agree to an extension.
All parties will receive a phone call and email the business day prior to the scheduled mediation in order to confirm the mediation will take place and that no settlement(s) agreements have been made. If an employee has legal representation, an applicant's attorney must be made aware that their client must be present unless prior arrangements have been made with the City and the assigned mediator.
A program manager/ombudsman will act as a hearing representative and attend all mediations.
The program manager coordinates the mediations taking place and represents a point of contact for the City, the injured worker, the applicant's attorney and translator, if applicable. The hearing 8
representative will also work with the mediator if an agreement can be reached and serve any award at the conclusion of the mediation. This will provide a cost savings to the City since the judicial review of settlements takes place at the conclusion of the mediation instead of a later date. If a settlement cannot be reached, the hearing representative starts the coordination and scheduling of the arbitration.
At the end of a mediation, the Program Manager will complete a Mediation Summary to document the outcome of the mediation. Please see the attached Mediation Summary from as sample.
Arbitration
If a mediation does not satisfy the outstanding issue(s) as per the mediator, then an arbitration will be scheduled with a different retired workers' compensation judge. This usually takes place at the conclusion of the mediation when no resolution has been reached. Arbitrations will be scheduled with all parties within 30 days unless a mutual agreement is reached to extend that timeframe. At no point will an arbitration be scheduled until a mediation has taken place.
An arbitrator will be selected within three (3) business days and an arbitration letter will be generated and mailed to the employee as well as posted into the claim file in the Excel ADR claim management system. If the day and time were not agreed upon at the conclusion of the mediation, the ombudsman will coordinate with the parties on three (3) possible days for the arbitration to take place at the designated. Arbitrations will be scheduled within 60 days for request. Once a date has been selected, a Notice of Arbitration will be served on all parties.
Arbitration findings will be developed by a City-approved arbitrator and will submit a copy to the employee, applicant attorney if applicable, the analyst, the City. For all arbitrations, a court reporter will be contracted within the two (2) weeks prior to the scheduled arbitration. A court reporter will be at all arbitrations and make transcripts sent to all panties.
A phone call and email will be placed to all parties one (1) business day prior to the scheduled arbitration in order to confirm the arbitration will take place and that no settlement(s) have been made between parties. If an employee is represented, the applicant's attorney must be made aware that the employee is required to be present unless prior arrangements have been made with the City and an arbitrator.
We would suggest utilizing a hearing representative who would attend arbitrations. It is through this representative/ombudsman that all City coordination of arbitrations would take place. This includes a point of contact for the City, an injured worker, applicable attorney, a court reporter and a translator, if applicable. The hearing representative also works with the arbitrator if an agreement can be reached and serves any award at the conclusion of the arbitration. This is a cost savings to the City since the judicial review of settlements takes place at the conclusion of the arbitration instead of a later time.
9
Translators
If an employee requests a translator for any mediation or arbitration, a translator will be scheduled one (1) week prior to mediation or arbitration.
Stipulation with Request for Award and Compromise and Release Agreements When Stipulation with Request of Award and Compromise and Release (C&R) documents are finalized by the City, will be submitted to an ombudsman for processing. Delivery of the stipulations or C&R documents (electronic or USPS mail) will be coordinated and an approved retired workers' compensation judge will issue an Award or Order after reviewing. This should normally occur within two (2) business days of receipt of properly executed documents from the City.
Once the stipulations have been reviewed and an Award or C&R issued, a copy will be served to the City, the assigned analyst and the analyst's supervisor notifying them that an award has been issued. Additionally, a copy will be served to the employee and if applicable, their attorney.
Phone Calls
All incoming ADR phone calls will be live answered when available. If a message is taken or left on voicemail, it will be returned the same day it was received, if possible. If not, the call will be returned within one (1) business day. At no point shall a phone call go unreturned more than one (1) business day after receipt.
Em ails
All incoming ADR emails will be responded to in most cases the same day it was received, if possible. If not, the email will be addressed within one (1) business day.
Monthly Meetings
We would suggest that the program manager/ombudsman and selected personnel will meet in person or virtually on an monthly basis with City officials to discuss open claims, mediations and arbitrations.
Reporting
Program manager/ombudsman should provide to the City a monthly report that summarizes the status of active ADR claims. A weekly report of scheduled mediations and arbitrations should be sent to the City upon request.
Excel ADR Philosophy
Excel ADR commits to being neutral and maintaining respect to all parties in the ADR program.
These include insurance analysts/adjusters, medical professionals, mediators, arbitrators, attorneys, and most of importantly the injured workers. Through our 10+ years' experience we have found one of the key elements in a successful ADR program is communication must be maintained at all levels. By keeping all parties informed, it reduces excessive litigation, delays, and provides greater injured worker satisfaction. We are unique in that we have extensive experience across multiple ADR programs, and the president holds his California Contractors license from the Contractors State Licensing Boards as well as his Self-Insurance Administrators 10
certificate from the State of California Department of Industrial Relations. We are experts in dealing with all parties and issues to speed the resolution process. We know how to work with injured workers, insurance analysts, medical providers, legal counsel, mediators, arbitrators, and all others to have the very best ADR program available. We are responsive to all inquiries by being accessible during business hours, respond to emails and phone calls within one business day, and provide necessary guidance and direction needed.
Excel ADR Description of Related Experience
Our experience comes from over 1 0+ years in Alternative Dispute Resolution (ADR) and Ombudsperson duties. For the last six years we have been working with BuildLACCD in their OCIP ADR Program to provide Ombudsperson services, supply mediators/arbitrators, coordinate mediation/arbitrations, process all settlement requests and act as a valuable resource to all parties involved with their ADR program.
Resumes of Key Personnel
President: Mr. Duranty is the President and Ombudsperson for Excel ADR. He founded Excel ADR to provide the full spectrum of services for a successful ADR program. He performs daily management functions and is the key contact person. He has over 11 years' experience managing and directing ADR efforts for construction programs and city municipalities. He has developed the key processes that make a successful ADR program. Mr. Duranty holds his Self-Insurance Administrator's Examination Cetiificate from the Department of Industrial Relations of the State of California. He also holds his Contractors License from the California Contractors State Licensing Board. (full resume available on request).
Director: Mr. Dicker will be assigned as a Director for the City of Richmond ADR. He has worked with Excel ADR to provide the full spectrum of services for a successful ADR program for over nine years. He has over 20 years' experience in workers' compensation in a variety of positions including Ombudsperson, Claims Examiner, Claims Supervisor, Claims Manager and more. He has worked with Mr. Duranty in developing the key processes that make a successful ADR program. He has in-depth experience in third party administrator oversight and training. Mr. Dicker holds his Self-Insurance Administrator's Examination Cetiificate from the Department oflndustrial Relations of the State of California. (full resume available on request).
Advisory Panel
Advisor/Mediator/Arbitrator: Honorable Franklin M. Kaye, WCAB Presiding Judge (Retired)- Judge Kaye started practicing law in 1960 as a defense attorney for the State Compensation Insurance Fund.
He became a Workers' Compensation Judge in 1971 and the Presiding Judge ofthe Santa Monica Workers' Compensation Board in 1992. After his retirement in 2004, he became a mediator and arbitrator for several ADR programs, including the BuildLACCD, City of Los Angeles, Carpenters Union, and others. He also has received the honor of being named Presiding Judge of the Decade in 1999, as well as Judge of the Year in 1990 & 1995. (full resume available on request).
Advisor/Mediator/Arbitrator: Honorable Gilbert Katen, WCAB Judge (Retired) -Judge Katen started practicing law in 1969. He has been a Workers' Compensation Judge Santa Monica Workers' Compensation Board. After his retirement in 2014, he became a mediator and arbitrator for several ADR programs, including the BuildLACCD and City of Los Angeles. He also has served on panels for educational seminars at the California Applicants Attorney Association conventions and has been named by the Armenian Bar Association as an outstanding Workers' Compensation Judge. (full resume available on request)
11
Workflow Process
Workflow Process for ADR Program
Adj
I n~ n..,., 011 <lolm>.
Dispute
o Rewlvtion
12
Sample Forms
QME Request Form
13 City of Richmond - Local 188
Altenu tin Dispute Resolution (ADR) Program
for Workers' Compensation Claims
XXXX St.te Stn!et Rdunond. CA
Phone;.,JXXX) XXX-XXXX Fax. (XXX) XXX-XXXX Email [email protected] Adjuster Name:
QME Request Form
Request Date:
Adjuster Email: Oaim l!: 0 .0.1. :
Employee: Addre~ :
City: State: Zip Code:
Employer Address:
City: State : Zip (()de:
_ Litigated _ Non-Litigated
Applicant Attorney: AA Email:
Address: Phone:
City: State: Zip Code:
Requested Medical Specialty
ACA • Acupunmuist
OCH • Chiropractic
DEN· DtnMtl)'
11A.I · AUtr;:,· and lmmunolo;>'
MOE· Dtn:rutolo:)'
HE~ I- Emtrctncy Mtdkint
MFP · Famil)' Pnctict
MHA · Pnholoc•
MHH ·Hand
MI~E ·lnttrJUI Htdicint · Endocrinolo;y, Diibttts and Hmbolism Ml•lG ·lnttrni.l Htdicint · Castrotnttrolo:Y
M11H · Jncern.AI !tdidnt • Htmatolocy
11M I ·lnttrnil ltdicint ·lnfttt.ous DlstUt
11MH · lnttrnal Mtdicint
111·1 l·lnetrnil ltdicint · lltphrol¢:y
111-lO · Oncoloc:y· lnttmil Mtdici.M
HI~? · lncernal ltd ci ne · ~!!!!!!i!:!Bf:.!.!!:~~
MI~R ·lnttrnJI I•ltdicint · Rhtumuolo;y
MI V · lnttmil ~t cint • Cartf jn•asruJar Disn s•
MNB ·Spine
HI'S · lleurolo:ic~l Surcuy
~(}C · Obsttoics and C;-nrcoiOQ'
~O P • Ophthilmolo'y
MOS · Qo:lbl udi~ 5~'1'
MPA · Pain Mtd:cint
~ PO· Psydlimy
MP~I- Grntn.l Pl"f;-rntivf 1-lfdicint
PN · Nturolo:y
!~PO· OccupAtioul Htdicint
MPR · Physic.AI !td icint & Rthabilitation
~PS · Plastic Surer!)'
~SG · Sur;. I)'· Gtntn.l \'asculu
HSY · Surctry
l-ITO. Otol;uyn:olo:y
I-ITS . Thomic Surctry
I-ITT· Toxicolo:y
~uu . Uroloc·
OPT · Optometry
POD· Podi~oy
PSN • Ps;-cholo;y · Clinicil Ntu.ropsydloloQ'
PS\' • Psycholo:"i
Additional Comments: ----------------------------
When completed please email to [email protected] or fax to (XXX) XXX-XXXX.
Rev~~ 9.16
Mediation Request Form
14 City of Richmond - Lo all88
Alternative n· pute Re olution (ADR) Progra.m
for \Vorkers' Compensation Claims
XXXX State S1reet, Richmond, CA
Phone..JXXX) xxx-xxxx Fax (XXX) xxx-xxxx Ema11. XXX@XXXX com Mediation Request Form
Claim Number:----------
Employee: ---------------- Phone Number:---------
Address: -----------------------------------
Employer: ____________________ ~~~~---------
Address: ______________________ ~~~-- ~------
Insurer: ------------.• A,.d..,d=r.l>e;l<! ss: --------~-::---,-:._ _____ _ Claims Adjuster: Phone Number:--------::-:-----:---:--
Body Parts lnvolved: _________ --:----::----- Employee SS#: - -=-....:,...----- D.O.I.: ----------- Occupation: -----'------ Mediation is Requested Due to the Following Unresolved lssue(s): -------------- Dated: ___ ___:. __ :;.._ __ _ Signature of Requesting Party: ------------ Note: Mediation sho/1 be completed within fiftun (15} working days from the date of referral unless both the injured employee and LACCD mutually agree to an extension. Agreed to extension:------ I, the Ombudsman, hereby certify that the dispute or issue for which is the subject of this Mediation Request was presented to the Ombudsman for resolution but the Ombudsman was unable to resolve same and that this request for Mediation (is) (is not) filed timely.
Dated:-------;-_..:..._ __ _ Signature of Ombudsman:----------- Please also provide copies of medical reports and any and all additional supporting documents that substantiate your position.
When completed please email to [email protected] or fax to (XXX) XXX-XXXX.
r
Introduction Letter
15 City of Richmond- Locall88
Alternati\'e Dispute Resolution (ADR) Program
for Workers' Compensation Claims
XXXX Stale Slreel, Richmond, CA
Phone;,.LX.XX) XXX-XXXX Fax. (XXX) XXX-XXXX Email [email protected] xxx:x xxx:xxx:x
XXXX XXXXXXXX XX
XXXXXXX, CA 9XXXX
Re : Employee:
Claim No.:
Date oflnjury:
Dear :Mr. XX.'OCXXXX,
XXXXX X.'{){)L'OC.XX
C34 5CXXXXXX.XX
Date: XXXXXX XX, 2022
Your Workers' Compensation claim is under the Alternative Dispute Resolution (ADR) Carve-Out Program by the City of Richmond and is managed by X:X:XX.,X. As independent contractors, the ADR provider is contracted to work with the Workers' Compensation Analyst to help injured workers deal with issues and disputes concerning their Workers' Compensation clain1.
I am writing to notify you that we are the ne" ,. Ombudspersons for your claim.
The dispute resolution process under the ADR Carve-Out Program consists of the ombudsperson stage, ifnecessap• the mediation stage and the arbitration stage. An issue or dispute must first be submitted to the Ombudsperson who will try to resolve it for you. If the Ombudsperson is not able to resolve your issue or dispute, you will be advised of your right to mediation.
If you have questions, comments, or problems due to your work-related injU!)', please feel free to contact the XXXXX Ombudsperson at (XXX) X..XX-XXXX or you may email [email protected].
Sincerely,
xxxxxxx
Ombudsman
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:
General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, 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 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this 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 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue
General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to
General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete
General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated
General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and
General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view
General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 13 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.
41.Sanctuary City Contracting Ordinance (SCCO) -- The Richmond Sanctuary City Contracting Ordinance No. 12-18 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”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit E, prior to the execution of this Agreement. Page 1012 of 2052 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):
CITY OF RICHMOND
Sanctuary City
Compliance Statement
Vendor SCCO Compliance Statement (Augt2020)
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. 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:
EXHIBIT D
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
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST REQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
1 City of Richmond Request for Proposal
THREE YEAR CONTRACT FOR ADMINISTRATOR OF WORKER’S
COMPENSATION CARVE OUT WITH LOCAL 188
PURPOSE
The purpose of this three-year contract is to secure an administrator that will act as a neutral party to assist in administering the workers’ compensation carve-out with City of Richmond Local 188 employees. The ideal administrator will have experience with public agencies and workers’ compensation.
SCOPE OF SERVICES
ADMINISTRATION
Serve as the ADR Administrator to oversee the implementation of the ADR program and provide consultation to the Joint Committee, which consists of three members representing the City and 3 members representing Local 188, in the administration of the program, including but not limited to:
Provide assistance to the Joint Committee in monitoring the work of the Nurse Advocate and Claims Unit, and other ADR professionals, on an ongoing basis for compliance with training as well as the requirements set forth in the ADR program.
Provide ongoing training as necessary to optimize the performance of the program; including but not limited to training regarding the roles of those involved in the delivery of compensation and the review of loss runs with the purpose of identifying claims that require extra steps to move them forward toward resolution.
Assist employer and third-party claims administrator in supplying the legally required data to the Division of Workers’ Compensation in March of each year (Labor Code Section 3201.7(h)).
Attend all labor management meetings and report on the performance of the program.
Other duties and assignments as established by the Joint Committee consistent with the intent and purpose of the ADR Agreement.
1. Training and Meetings
Provide training to the Joint Committee, Nurse Advocate, and Claims staff
2 working for the Third-Party Administrator
Advise claims management regarding required data collection as necessary. Attend meetings of the Joint Committee, and prepare informational material as requested.
2. Other Program Components
Provide expertise in making decisions regarding medical provider list and medical-legal evaluator list; and
Assist in drafting other program documents as requested by the Joint Committee (i.e. forms, form letters, rules, medical network guidelines, etc.).
SELECTION CRITERIA
Candidate must have the ability to provide the entire scope of services outlined above and have significant experience in this field. Total cost of the proposal will also be considered.
PROPOSAL DEADLINE
Deadline for proposal submission is June 14, 2022, at 5:00 p.m.
PROPOSAL SUBMISSION INSTRUCTIONS
Please submit sealed proposals to the address below:
CITY OF RICHMOND
HUMAN RESOURCES MANAGEMENT DEPARTMENT-RISK MANAGEMENT
DIVISION
ATTENTION: DOROTHY MANDUJANO
450 CIVIC CENTER PLAZA, SUITE 310
RICHMOND, CA 94804
(510) 620-6600
December 20, 2022
Human Resources
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Sharrone Taylor, Interim Director of Human Resources Nickie Mastay, Deputy City Manager
Subject: Amend Position Control and Salary Schedule to Add Director of Economic Development. Amend Position
Control to add Deputy City Manager, Finance Manager
and Management Analyst I/II or Senior Management
Analyst.
FINANCIAL IMPACT: Director of Economic Development: Fiscal impacts will be determined when the candidate is hired, and salary and
benefits are determined.
Deputy City Manager: Fiscal impacts will be determined
when the candidate is hired, and salary and benefits are determined.
Finance Manager: Fiscal impacts will be determined once the incumbent is retitled, and salary and benefits are
determined.
Management Analyst I/II or Senior Management Analyst:
There is no fiscal impact due to the reallocation of two existing positions – Project Coordinator and Accounting Assistant I/II.
PREVIOUS COUNCIL
ACTION:
Click or tap here to enter text.
STATEMENT OF THE
ISSUE:
The City Council’s authorization is required to amend
position control and establish equitable salary ranges for general classifications..
AGENDA
REPORT
December 20, 2022
RECOMMENDED ACTION: ADOPT a resolution amending position control and the salary schedule to add Director of Economic
Development and APPROPRIATE the required wages,
salaries, and benefits; and AMEND position control
reallocating Deputy City Manager to oversee the
Department of Children and Youth and Community
Services, reallocating the Community Services
Department Senior Accountant to Finance Manager, and
reallocating the Office of Neighborhood Safety Division Project Coordinator and Accounting Assistant I/II to
Management Analyst I/II or Senior Management Analyst
– Human Resources (Sharrone Taylor/Nickie Mastay
510-620-6803).
DISCUSSION:
DIRECTOR OF ECONOMIC DEVELOPMENT
The Director of Economic Development position will be within the City Manager’s Office.
This is a newly established executive position and will oversee the Richmond Housing Authority, and direct and manage economic development, marketing, real estate, and Port operations. The department head classifications that were assigned to these divisions have been vacant for over a year. With the hiring of the Senior Business Assistance Officer and the current recruitment for a Management Analyst, the division has the foundation to rejuvenate the City’s economic development efforts. It is imperative that the City has a dedicated Director of Economic Development position to lead and oversee these critical, revenue generating divisions.
The Human Resources Department is bringing forth a proposed revision to amend the City’s salary schedule by adding the Director of Economic Development and establishing the grade 5.1z ($15,114 – $18,893/monthly) and amend the City’s position control by adding the position of Director of Economic Development.
DEPUTY CITY MANAGER
With the establishment of the Director of Economic Development classification, the City Manager desires to reassign the Deputy City Manager position, that previously oversaw Economic Development, to oversee the Department of Children and Youth, Community Services, and special projects. Per the City’s Charter, Article XV - Richmond Fund for Children and Youth, the Department of Children and Youth fund administrator must be within the City Manager’s Office. The reallocated Deputy City Manager will be in the City’s Manager’s Office and thus comply with the City Charter.
The Human Resources Department is bringing forth a proposed revision to position control to reallocate the Deputy City Manager position to oversee the Department of
December 20, 2022
Children and Youth, Community Services, and special projects. There is no salary range change nor fiscal impact since a Deputy City Manager position is within the adopted FY 2022-2023 budget.
COMMUNITY SERVICES DEPARTMENT POSITION CONTROL
The Community Services Department consists of: Employment and Training, Library/LEAP, Recreation, and Office of Neighborhood Safety. Currently, the financial functions are siloed in the respective divisions. While this model has worked for several years, there are some areas of inconsistency in the application of proper finance management. The Interim Director of Community Services would like to create a Finance Manager position that will oversee all the finance-related positions for the Community Services department. This change will ensure that there is adequate oversight, quality control, coordination, and consistency in financial management across all the divisions. Therefore, the Human Resources Department is requesting the reallocation and retitle of the current Senior Accountant to Finance Manager.
In addition, the Office of Neighborhood Safety experienced the recent retirement of a tenured Project Coordinator and the loss of an Accounting Assistant. These positions oversaw grant management and fiscal reporting, as well as administrative oversight and management of the day-to-day operations of the department. The Human Resources Department is requesting the reallocation of the Project Coordinator and Accounting Assistant to a Management Analyst I/II or Senior Management Analyst classification.
FISCAL IMPACT:
Below is a table that illustrates the comparison of the proposed salary for the Director of Economic Development (not including benefits) and the fiscal impact for the third and fourth quarter of FY 2022-2023 (January – June).
Annual Cost at Top of
Range Cost in FY 2022-23
Job Class Proposed Proposed
Director of Economic
Development $226,716 $113,358
Below is a table that illustrates the fiscal impact of reallocating the Senior Accountant to Finance Manager, by comparing the current and proposed salaries (not including benefits). The total cost of salary and benefits will be budgeted in the current and subsequent budgets.
Annual Cost at Top of Range
Senior Accountant
Annual Cost at Top of Range
Finance Manager
Job Class Current Proposed Difference
Finance Manager II $103,994 $120,984 $16,990
December 20, 2022
There is no fiscal impact for the reallocation of the Project Coordinator and Accounting Assistant to Management Analyst I/II or Senior Management Analyst. This reallocation will generate a cost savings.
NEXT STEPS:
City staff recommends the addition of the Director of Economic Development and reallocation of Deputy City Manager, Finance Manager II, and Management Analyst I/II or Senior Management Analyst in position control. Also, amend the salary schedule to include the wages and salaries for the Director of Economic Development classification and the appropriation of the required wages, salaries, and benefits.
Accordingly, the attached resolution will adjust the salary ranges for this classification in the following manner:
Classification New Grade New Range Unit
Director of Economic
Development 5.1Z $15,114 - $18,893 IFPTE Local 21 Executive Management Note: The salary numbers are rounded in both tables
DOCUMENTS ATTACHED:
Attachment 1 – Resolution Amending the Salary Schedule
Attachment 2 – Resolution Amending Position Control
RESOLUTION NO. _____
RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA
AMENDING THE SALARY SCHEDULE
WHEREAS, the Department of Human Resources maintains the classification and salary schedule on behalf of the City; and
WHEREAS, the City wishes to amend the salary schedule and such amendments are supported by the City Manager.
NOW THEREFORE, BE IT RESOLVED, that effective December 6, 2022, the Salary Schedule is hereby revised as follows and the Director of Human Resources shall publicly post the revised Salary Schedule.
Job Classification Range Step 1
or Min.
Step 2 Step 3 Step 4 Step 5
or Max.
FLSA Unit
TBD Director of
Economic
Development
5.1Z $15,114 $18,893 Exempt IFPTE Local
21 – ExecManagement
-----------
I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
_____________________________
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
Mayor
Approved as to form:
____________________
City Attorney
RESOLUTION NO. _____
RESOLUTION OF THE COUNCIL OF THE CITY OF RICHMOND, CALIFORNIA AMENDING THE CITY’S POSITION CONTROL LIST
WHEREAS, pursuant to Article IV Section 1(b)(1) of the City Charter, the City Manager has the responsibility to manage all affairs of the City's operations, and appoint employees when necessary for the good service of the City; and WHEREAS, pursuant to City Resolution No. 148-20, the City Manager has the authority to make appropriate administrative changes to the City’s position control list; and WHEREAS, the City Manager has determined that certain amendments to the position control list are necessary to meet the operational needs of the City.
NOW THEREFORE BE IT RESOLVED, that the Richmond City Council authorizes the City Manager to modify the position control in order to meet the operational needs of the City; and
BE IT FURTHER RESOLVED, that, effective December 6, 2022, the City’s position control is hereby revised as follows:
Classification Unit
Director of Economic Development IFPTE Local 21 Executive Management
Deputy City Manager IFPTE Local 21 Executive
Management
Finance Manager IFPTE Local 21 – Mid Management
Management Analyst I/II IFPTE Local 21 – Mid Management Senior Management Analyst IFPTE Local 21 – Mid Management -----------
I hereby certify that the foregoing Resolution was passed and adopted by the Council of the City of Richmond at a regular meeting thereof held by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
_____________________________
CLERK OF THE CITY OF RICHMOND
(SEAL)
Approved:
____________________
Mayor
Approved as to form:
____________________
City Attorney
December 20, 2022
Human Resources
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Nickie Mastay, Deputy City Manager
Sharrone Taylor, Interim Director of Human Resources
Laura Marquez, Risk Manager
Subject: 2022 City of Richmond Fire Fighters Local 188 ADR Agreement.
FINANCIAL IMPACT: The intent of the Labor Management Workers’ Compensation ADR Agreement is to improve and
expedite existing processes in the State Workers’
Compensation system to the extent feasible under the
Labor Code. The proposed program is expected to
reduce the City’s exposure to temporary disability
payments, Labor Code 4850 salary replacement benefits,
time spent in light/modified duty assignments and legal costs.
PREVIOUS COUNCIL
ACTION:
Click or tap here to enter text.
STATEMENT OF THE
ISSUE:
Under the California Labor Code, employers and
recognized bargaining units may negotiate and enter into agreements to create an alternative dispute resolution
process for workers’ compensation matters. Dispute
resolution processes contained in the negotiated
agreement supersede the California Workers’
Compensation system processes for employees covered
by the agreement.
AGENDA
REPORT
December 20, 2022
RECOMMENDED ACTION: APPROVE the Labor Management Workers’ Compensation Alternative Dispute Resolution (ADR)
Agreement between the City of Richmond (City) and the
International Association of Fire Fighters Local 188
(Local 188) – Human Resources (Nickie
Mastay/Sharrone Taylor/Laura Marquez 510-620-6974).
DISCUSSION:
City staff and Local 188 have been negotiating a new Workers’ Compensation Alternative Dispute Resolution (ADR) Agreement. Both the City and members of the Local 188 bargaining unit agreed that the existing ADR program was not working.
An agreement was negotiated that includes the following provisions:
All Workers’ Compensation claims filed by Local 188 members after the ADR Agreement is approved will be covered by the agreement. A Joint Committee (JC) will be created consisting of members of City staff and the Local 188 to administer the program and review claims data to ensure that continuance of the program is in the best interests of the parties. An approved Medical Provider Network will be used for primary care and will provide several options throughout California.
A list of qualified medical evaluators to be approved and maintained by the JC.
The component steps of this dispute prevention and resolution process are:
The ADR Director/Mediator
Arbitration
A list of qualified arbitrators will be approved and maintained by the JC. The arbitrators will have the authority to approve settlement agreements.
CONCLUSION:
In some instances, the State system for resolving workers’ compensation is inefficient, inconsistent in result, needlessly expensive, and needlessly adversarial. For qualifying unionized employers, a “carve-out” or ADR is a viable alternative that meets the constitutional mandate of accomplishing substantial justice in all cases expeditiously, inexpensively and without encumbrance. City staff members believe that this alternative will be more effective and will promote a better labor/management relationship. City staff members, therefore, recommends approving the Labor Management Workers’ Compensation Alternative Dispute Resolution Agreement between the City of Richmond and the International Association of Fire Fighters Local 188.
DOCUMENTS ATTACHED:
December 20, 2022
Attachment 1 – 2022 City of Richmond Fire Fighters Local 188 ADR Agreement Attachment 2 – Resolution
01337.0030/815853.10 1
City of Richmond and Richmond Professional Firefighter’s Association, IAFF Local 188 WORKERS’ COMPENSATION AMENDED AND RESTATED ALTERNATIVE
DISPUTE PREVENTION AND RESOLUTION PROGRAM AGREEMENT
THIS AMENDED AND RESTATED WORKERS’ COMPENSATION ALTERNATIVE DISPUTE PREVENTION AND RESOLUTION AGREEMENT (“Agreement’) is entered into by and between the City of Richmond (“City”) and the Richmond Professional Firefighter’s Association, IAFF Local 188 (“IAFF Local 188”) on behalf of its represented members, pursuant to the authority granted to the Parties by California Labor Code Section 3201.7. The City and IAFF Local 188 are collectively referred to as the “Parties”.
A. RECITALS
WHEREAS, the Parties are desirous of entering into an agreement whereby represented employee members of IAFF Local 188 will receive benefits and resolve all disputes for claims arising under Division 4 the California Labor Code (“Workers’ Compensation Law’’) pursuant to the process and procedures authorized under California Labor Code Section 3201.7; and, WHEREAS, the Parties intend that this Agreement not diminish certain statutorily guaranteed rights of employees or the City; erode or impair the rights of individual employees to compensation payments for total or partial disability, supplemental job displacement benefits, medical treatment and any other benefits as may be required by California law; and WHEREAS, the Parties intend that the implementation of an alternative dispute resolution program (“ADR Program”) will generate savings which will be mutually beneficial to the Parties, and recent compensation increases have been granted by the City Council on the expectation that implementation of the ADR Program described herein will result in such savings; and WHEREAS, the Parties previously carried out an ADR Program approved in 2016 which had beneficial aspects, but the Amended ADR Program is revised as provided herein to improve operations and make it more cost effective as further described below.
B. PURPOSE AND INTENT
The Parties to this Agreement recognize that delay in case resolution resulting from the technical and complex nature of the statutory dispute resolution process inhibits the ability of the City to provide service to the public and injured members covered by this Agreement to promptly and efficiently access all Workers’ Compensation benefits, including quality medical treatment and timely return to work in order to resolve their Workers’ Compensation claims in an efficient manner. The Parties to this Agreement also recognize that a program that accelerates the delivery of quality medical treatment, return to work and overall claim resolution, also reduces loss development that in some cases grows at a protracted rate over time. The Parties also seek to eliminate and reduce the waste, excessive costs, and delays in delivering medical care historically associated with the delivery of Workers’ Compensation benefits to injured employees. Further, the Parties seek to improve labor-management relations between the City and the IAFF Local 188 through the cooperation necessary to construct and oversee this Program.
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C. ADR PROGRAM GOALS
It is the intent of the Parties to this Agreement to construct an alternative dispute resolution program (“ADR Program”) authorized by California law that will provide injured IAFF Local 188 active and retired members, covered by this Agreement, who claim to have sustained injuries or illnesses compensable pursuant to the Workers’ Compensation Laws of the State of California, with the following:
1. timely and efficient determination of claims status;
2. timely and efficient access to high quality medical care;
3. the best opportunity reasonably possible to return members1to work in a timely fashion;
4. an alternative dispute resolution program that provides the best opportunity reasonably possible to:
(a) promote the efficient, timely and fair resolution of all disputes that arise in the processing of claims, including, but not limited to the compensability of claims within the jurisdiction of this Program;
(b) prevent disputes, and reduce the frequency and severity of those disputes that do arise, that would otherwise delay treatment and a timely return to work, and promote the ultimate resolution of a claim; and (c) provide the foregoing on a stable and long-term basis D. ADR PROGRAM RESTRICTIONS
The Parties intend that this Agreement will not:
1. diminish, erode, or impair the substantive rights of the City in any manner including to legal representation or to pursue legal remedies and appeals; or
2. diminish, erode, or impair the substantive rights of members to compensation payments for total or partial disability, supplemental job displacement benefits, medical treatment, and any other benefits as required by California law to be fully paid for by the City; or
3. impair, restrict, or condition the rights of members to be represented by legal counsel of their choice throughout the entire alternative dispute resolution program; or
1 Members means members of IAFF Local 188 and includes both active and retired members unless the context suggests it is limited to active members only, as it does here.
01337.0030/815853.10 3
4. impair, restrict, or condition the rights of members to pursue legal remedies and appeals after exhausting the alternative dispute resolution program procedures as permitted under the Labor Code.
E. GOOD FAITH AND ADJUSTMENT
The Parties further intend that this Agreement create and accommodate an enhanced method to provide Workers’ Compensation benefits in a way that improves labor management relationships, creates efficiencies benefitting all Parties, and promotes organizational effectiveness. The Parties also recognize that it is intended there will be certain Fire Departmental (“Department”) and City efficiencies associated with the implementation of this Agreement. Such efficiencies shall be recognized by the Parties through ongoing communication, participation, and assessment of the effectiveness of the alternative dispute resolution program.
WHEREFORE, the Parties hereto agree that the Parties will make every good faith effort to apply the terms of this Agreement consistent with the intent of the Parties as expressed above. It is further agreed that this Agreement and the ADR Program is subject to amendment as specified herein if necessary, to further accomplish Program intent.
1. GENERAL PROVISIONS
1.1 Application. This Agreement shall become effective only when approved and executed by both Parties and as stated below. Both Parties understand notification of an amended program must be given to the Administrative Director of the Division of Workers’ Compensation of the Department of Industrial Relations and is subject to approval of the California Department of Industrial Relations. The Agreement shall remain in effect for at least one year from the date of execution, continuing year to year thereafter, unless terminated by one of the Parties by giving sixty (60) days written notice to the other party. Unless otherwise specifically noted in this Agreement, any reference to “days” shall mean calendar days not working days. Should this program be terminated it is the intent of the Parties that those claims (including cumulative injuries that allegedly began before the Agreement but for which the claim was not filed until after this Agreement took effect) with dates of injury or illness occurring during the period of the program, shall continue to be covered by the terms of this Agreement. Regardless of the effective date of this Agreement, the formal jurisdiction of this program shall commence on a date agreed upon by the Joint Committee and reduced to writing in a memorandum issued by the JC to the City and the IAFF Local 188.
1.2 Not Modify State Law. This Agreement shall constitute the complete understanding of the Parties with regard to the issues addressed herein. Nothing in this Agreement shall be considered or construed as a modification of the substantive provisions of California Workers’ Compensation Law except as specifically set forth herein in
01337.0030/815853.10 4
accordance with Labor Code Section 3201.7 or any rules adopted pursuant to this Agreement.
1.3 Alternative Program as Permitted. As to all claims with dates of injury on or after the effective date of this ADR Program, as agreed to by the City and the IAFF Local 188 via this Agreement, it is the intent of the Parties to replace all dispute resolution procedures set forth in the California Labor Code with those dispute resolution procedures outlined herein to the greatest extent allowed by law. In any conflict, the provisions of this Agreement shall take precedence over the provisions of the California Labor Code, but only so far as permitted by Labor Code Section 3201.7.
1.4 Substantive Rights Protected. This Agreement is not intended to diminish any right to compensation that injured employees or the City as the employer are entitled to under the Workers’ Compensation Law of the State of California. The Parties acknowledge that no member covered by this Agreement and the ADR Program established herein will lose or compromise any rights to Labor Code Section 4850 pay, any presumptions permitted by California Law, or any other substantive right permitted by applicable law.
1.5 Binding on Members of Local188. The terms of this Agreement shall apply only to the City of Richmond employees/retirees who are, or upon retirement were, members of the IAFF Local 188.
1.6 Covered Claims. This Agreement shall apply only to injuries or illnesses compensable or alleged to be compensable under the Workers’ Compensation Law of the State of California, including all claims, defenses, lien claims and Serious and Willful Misconduct claims (see Labor Code, Section 4551, et seq.). Further, this Agreement shall apply to injuries, as defined by Workers’ Compensation Law, claimed by (i) active City employees; (ii) retirees who, while active City employees, made a claim alleging injury or illness; (iii) retirees who, while active City employees, made a report, consistent with Fire Department policy, of an industrial incident that may lead to injury or illness; (iv) retirees, who were active employees on or after the effective date of this Agreement, and claim a new presumptive injury as defined by Labor Code Section 3212, et seq. This Agreement does not cover post-retirement amendments to claims filed prior to the term of the Agreement. This Agreement does not apply to any other retired employees. Since Section 132a of the Labor Code is not contained within Division 4 of the Labor Code, and because Section 3201.7 applies only to Division 4 of the Labor Code, discrimination claims filed under Section 132a may be litigated only within the ADR Program upon written agreement between the injured member and the City.
1.7 Third Party Administrator. The City may delegate to its third-party administrator (‘‘TPA”) the performance of its obligations under this Agreement, but it may not relieve itself of the legal responsibility for those obligations. The TPA shall be selected, retained, and replaced by City in accordance with City ordinances and policies. The TPA shall perform its functions in accordance with the requirements
01337.0030/815853.10 5
of this Agreement, the Labor Code, and Regulations pursuant thereto, including Labor Code 4062.3(b) and CCR 35(c), and evaluate all information submitted.
1.8 Joint Committee. This Agreement establishes a Joint Committee (“JC”) which holds the exclusive authority to administer the ADR Program; including but not limited to the authority to enforce the terms of the Agreement, establish policies, manage the implementation of the ADR Program, and promulgate and modify any rules of the Program. The JC shall be made up of six (6) persons, three (3) being members of IAFF Local 188 and selected by the IAFF Local 188 and three (3) persons selected by the City. The City Manager, or his/her designee shall select two (2) persons and the Fire Chief shall select one. The Chief’s selection shall be a fulltime employee member of the Fire Department, either sworn or unsworn. The persons selected shall serve at the pleasure of the appointing authority. The JC shall meet as they deem necessary, but no less than quarterly. The JC will establish rules and procedures to guide the internal governance of the JC. The meetings shall be held alternatively, at the City offices and the IAFF Local 188 office unless otherwise agreed by the Parties. An agenda of each meeting shall be provided to all members of the JC at least one (1) week prior to the meeting date. Any disputes that arise between the members of the JC where action must be taken to administer the Program and which cannot be resolved, shall be submitted to a three member “Dispute Resolution Committee” comprised of the ADR Director selected in accordance with Section 2.4, and one JC member each from the IAFF Local 188 and City. Any two members of the JC shall be authorized to seek resolution of a dispute by the Dispute Resolution Committee upon impasse. The Dispute Resolution Committee is to be guided by the terms of this Agreement and authorized to interpret this Agreement but not create additional terms. Unless agreed by the Parties, any meetings of the Dispute Resolution Committee shall be scheduled within sixty (60) days and an award issued within thirty (30) days after submission.
1.9 Amendment. From time to time, this Agreement may be modified by the mutual written agreement of the City and IAFF Local 188 or by the unanimous written consent of the JC.
1.10 Commencement of Coverage. Any claim without an IME will have the IME selected pursuant to the terms the new ADR program.
2. WORKERS’ COMPENSATION CLAIM DISPUTE PREVENTION AND
RESOLUTION
2.1 General. All disputes involving Workers’ Compensation claims within the jurisdiction of this ADR Program, including medical disputes, shall be subject to the prevention and resolution process provided in this Agreement.
2.2 Component Steps. The component steps of the ADR Program, to the extent
01337.0030/815853.10 6
necessary, are:
(a) Submission of claim;
(b) TPA determines if it is a Covered Claim;
(c) Review by Claims Examiner;
(d) Mediation by ADR Director;
(e) Arbitration; and
(f) Appeals to WCAB.
2.3 Joint Committee Authority. The JC has the authority to adopt rules of practice and procedure including for the ADR Director under supervision of the JC. The JC may establish other positions which are necessary to effectively accomplish the goals and purposes of this Agreement and the ADR Program.
2.4 ADR Director Authority. The City’s Director of Human Resources shall select an ADR director (“ADR Director”) for the ADR Program through a competitive process. The ADR Director shall assist with training the claims staff assigned to this program and attend all JC meetings. and assist in the gathering and submission of data required to be provided to the Division of Workers’ Compensation annually or as required by law. The ADR Director shall act as mediator to resolve all claims consistent with the policies of the ADR Program and the policies and rules established by the JC. The JC may establish other duties and assignments consistent with the position of ADR Director.
2.5 Submission of Claims. Any member who believes they have a Covered Claim under Section 1.6 shall submit the claim through the Department to the TPA who shall exercise reasonable judgment to determine if it is covered, and if covered, shall promptly submit it to the Claims Examiner, at the same time giving notice to the Nurse Case Manager. If TPA deems the claim not covered, it shall give written notice of such determination to the claimant and City.
2.6 Claims Examiner. The claims examiner (“Claims Examiner”) shall consider the interests of the City and the injured IAFF Local 188 members in performing his/her duties. The Claims Examiner will contact the injured worker within 24 hours of receiving the claim. Claims Examiner performs a critical role in fulfilling the purpose of this Agreement in assuming that claims will be expeditiously and correctly administered. To this end, the Claims Examiner (i) shall be the main contact for the injured worker, (ii) will follow the fast track Authorization Criteria attached as Exhibit A, and (iii) and will provide an explanation to all documents sent and promptly respond, if questions arise. Injured members may contact the Claims Examiner with any questions, to seek clarification or when they believe they are not receiving compensation to which they are entitled or have any other concern or dispute arising out of the processing of any claim. Where there is an acceptance, delay or denial of a claim, or there is a change of position by the Claims Examiner, each injured member and the ADR Director shall be advised no later than five (5)
01337.0030/815853.10 7
working days of the position of the Claims Examiner. The 5-day period may be extended by agreement, or on a showing of good cause.
2.7 Medical Treatment. The nurse case manager (“Nurse Case Manager”) shall contact each injured member within the jurisdiction of the ADR Program as soon as possible, but no later than three (3) days of receipt of notice of the injury. Injured members may contact the Nurse Case Manager with any questions regarding medical treatment.
2.8 Mediation. The ADR Director shall conduct all mediations to resolve claims.
Where it is necessary to move a case to resolution or in the best interest of the Program, the ADR Director shall schedule a mediation. Except where good cause exists or unless the Parties agree otherwise, the mediation process will be concluded within thirty (30) days of the request for mediation. The Director shall provide a written report outlining the issues in dispute and the disposition of the mediation sessions. In the event that any dispute is not resolved in mediation, the matter may be set for arbitration at the request of either Party.
2.9 Arbitrators. Three (3) arbitrators shall be selected and assigned to the Arbitrators Panel by the JC. The Arbitrators shall be attorneys or retired Workers’ Compensation Judges knowledgeable in the field of California Workers’ Compensation. The arbitrators shall be responsible for adjudicating all disputes between the injured member and the City arising out of the submission and processing of Workers’ Compensation claims covered by this Agreement. The arbitrator is authorized to include in any award all relief available from a Workers’ Compensation Judge including but not limited to attorneys’ fees and costs. The arbitrator is authorized to resolve all liens not settled by the Parties, provided that written notice of the time and place of the arbitration is given so the lienholders advising them of the right to appear and present argument and testimony in support of their lien claim.
2.10 Arbitration. In arbitration, both Parties will adhere to the guidelines given by the WCAB, California Code of Regulations, § 10910, and the Arbitrator Code of Ethics in Labor Code § 123.6(a). The arbitrator shall apply the same presumptions of compensability, statutory construction and rules of admissibility of evidence as would a Workers’ Compensation Administrative Law Judge, and shall have the same authority as a Workers’ Compensation Administrative Law Judge over discovery, the production of documents, the issuance of subpoenas and other procedural matters related to the hearing. All arbitration hearings shall be recorded by a certified court reporter and such record, including documentary evidence, shall be retained by the arbitrator unless the Parties agree to other methods of creating a record.
2.11 Arbitrator Decision; WCAB Appeals. The arbitrator shall file and serve on the Parties and counsel his or her findings of fact, conclusions of law, orders and opinion within thirty (30) days of the submission of the matter for decision which shall be final and binding except for any appeal to the WCAB Appellate Panel. Any
01337.0030/815853.10 8
such appeal to the California Workers’ Compensation Appeals Board shall be in the same manner as provided for reconsideration of a final order, decision or award made and filed by a Workers’ Compensation Judge and by the California Court of Appeal. Any finding of fact, award, order, or decision of the arbitrator shall be in the same form and have the same force and effect as findings of fact, and award, order, or decision of a California Workers’ Compensation Judge.
2.12 Legal Counsel. Nothing in this Agreement shall be interpreted as restricting in any way the City’s or an injured member’s right to retain legal counsel, per Labor Code Section 3201.7. All Parties shall have the right to discovery as per the California Labor Code and California Code of Regulations. The IAFF Local 188, the City and the JC shall not be responsible or liable for any attorneys’ fees associated with representation of any member. Attorney’s fees shall be established consistent with California Workers’ Compensation Law. The terms and conditions of any agreement between a member and their retained legal counsel are not subject to this Agreement nor does this Agreement in any fashion alter or replace any or all California law applicable to an agreement between an attorney and a worker pursuing Workers’ Compensation benefits.
2.13 Liens. In the event of a lien dispute, any lien claimant allowed to file a lien claim in the statutory system shall be allowed to file a lien claim in this ADR Program where the alleged right to file stems from activity in a claim within the jurisdiction of this Program.
2.14 Costs Paid by City.
(a) The City shall pay all costs incurred in retaining the ADR Professionals necessary to carry out the responsibilities set forth in this Agreement. (b) The scheduling and cost of interpreters shall be handled pursuant to Workers’ Compensation Law. The ADR Director shall have the authority to select an appropriate interpreter if one is required (c) The ADR Director and/or Joint Committee shall have an agreed list of permanent disability raters as necessary.
2.15 ADR Professionals. The ADR Professionals, which shall include the ADR Director, the Claims Examiner, the Nurse Case Manager, the Medical-Legal Examiner, and such other necessary personnel (all the “ADR Professionals”), are retained to provide professional ADR services within the jurisdiction of this ADR Program. They shall exercise independent discretion in fulfilling the responsibilities required under this Agreement on a case-by-case basis. The JC has responsibility for reviewing the ADR Professionals’ work to assure quality performance in fulfilling their obligations under this Agreement. It is also understood by the Parties that in order for these ADR Professionals to maximize their effectiveness, their independence and credibility with all Parties involved in claims within the jurisdiction of this ADR Program must be protected.
01337.0030/815853.10 9
2.16 ADR Program. The ADR Director or the assigned arbitrator must approve settlements by determining their adequacy based upon the evidentiary record and standards consistent with the Workers’ Compensation Laws.
3. MEDICAL TREATMENT
3.1 Medical Provider Network. The JC shall use a Medical Provider Network (“MPN”) which will include an extensive list of providers in all specialties, throughout California.
3.2 Nurse Case Manager. The JC shall maintain a panel of Nurse Case Managers (“NCM”) who are responsible for (i) processing, facilitating or evaluating injured members’ claims, (ii) answering medical questions and interacting with medical providers as medically appropriate, and (iii) facilitating the provision of the best possible medical care as efficiently as possible. The NCM shall contact the injured member within 24 hours of receiving a claim and will both promptly respond to any contact by an injured member and shall remain accessible to injured members throughout the process of their open claim. The dissemination of information from any communications between the NCM and the City representative is subject to the privacy rights of the injured worker. This Agreement is not meant in any way to abrogate, impair, or curtail the privacy rights of an injured member.
3.3 Choice of Medical Providers. An injured member shall have the right to choose any of the authorized medical providers within the MPN that offer treatment consistent with the nature of the injuries.
3.4 Emergencies. In an emergency, an injured member covered by this Agreement may seek treatment from a health care provider or facility not with the MPN for the purpose of obtaining emergency treatment only. Treatment shall be transferred to a medical provider within the MPN, as soon as possible, consistent with sound medical practices.
3.5 Lack of Authorized Providers. In the event there is no authorized provider within the appropriate medical specialty to provide the necessary treatment, the authorized primary treating physician within the MPN shall recommend a provider or providers that they believe is best qualified to provide the necessary treatment.
3.6 Compensability. Where compensability is disputed and the City is denying responsibility for the payment of medical treatment, the injured member is not required to obtain treatment by an authorized provider, pending the resolution of compensability.
3.7 Early Return to Work. It is the intent of the Parties and a primary goal of the ADR Program, and therefore a directive to the JC, that to the greatest extent reasonably possible injured members shall be returned to work as soon as practical. Such early return to work shall occur only where the light or modified work offered is
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consistent with any restrictions imposed by the injured member’s treating physician.
4. MEDICAL EVALUATION
4.1 Network of Medical-Legal Examiners. The JC shall establish a network of independent medical-legal examiners who should have certificates of competency to serve as the exclusive source of comprehensive medical-legal evaluations within the jurisdiction of this Program. Any issue of the appropriateness of medical treatment shall be resolved in this Program and shall be submitted to the appointed independent medical-legal examiner. It is the party’s intention to not utilize the independent medical review provisions of Labor Code Section 4616.4 and the regulations thereunder.
4.2 Examination; Specialties. The injured member or the City may request an appointment with an independent medical-legal examiner in any medical specialty relevant to the case in dispute. Absent good cause to the contrary, the injured member shall be entitled to one examination with a medical-legal examiner in each relevant specialty. If the City is requesting an independent medical evaluation, the TPA will notify the injured worker and/or the representing attorney. For purposes of appointments, the City’s TPA shall select the IME(s) by starting with the first name from the exclusive list of approved medical providers within the pertinent specialty, and continuing down the list, in order until the list is exhausted, at which time the City’s TPA will resume using the first name on the list. The medical-legal examiner in each case has the authority to resolve any question that requires independent medical-legal review.
This Amended and Restated Alternative Dispute Resolution Program Agreement is agreed to by the Parties this _____ day of October 2022 (Effective Date). [Signatures on Following Page]
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RICHMOND ADOPTING THE CITY OF RICHMOND AND
R I C H M O N D P R O F E S S I O N A L F I R E F I G H T E R ’ S A S S O C I A T I O N , I A F F L o c a l 1 8 8 (“IAFF Local 188”) WORKERS'
COMPENSATION AMENDED AND RESTATED ALTERNATIVE
DISPUTE PREVENTION ANDRESOLUTIONPROGRAM AGREEMENT
WHEREAS, the City of Richmond (hereinafter referred to as "City") and the Richmond Professional Firefighter’s Association, IAFF Local 188 (“IAFF Local 188”) have met and conferred on matters within the scope of bargaining as set forth in Government Code 3500, as amended; and
WHEREAS, the State of California provides employers and recognized employee bargaining units a means for providing alternative dispute resolution programs for Workers' Compensation disputes under the provisions of Labor Code Section 3201.7; and WHEREAS, the City and IAFF Local 188 have a mutual desire to resolve Workers' Compensation disputed claims in a more timely and efficient manner to benefit both the injured employee and organization as a whole; and the City and IAFF Local 188; and WHEREAS, the City and IAFF Local 188 have met and conferred in good faith and have agreed to terms of an alternative dispute resolution program, covering represented employee members of IAFF Local 188 commencing upon acceptance of the agreement by the Administrative Director of the State of California Department of Industrial Relations, Division of Workers' Compensation in accordance with Title 8, California Code of Regulations, Section 10202 (d); and
WHEREAS, the City and IAFF Local 188 Parties previously implemented an ADR Program approved in 2016 which had beneficial aspects, but now require the attached Amended and Restated Workers' Compensation Alternative Dispute Prevention and Resolution Program Agreement between the City and IAFF Local 188 to improve operations and provide for more cost effective solutions.
NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Richmond that the City does hereby approve, ratify, and authorize the implementation of each economic and non-economic benefit and right set forth in the attached Amended and Restated Workers' Compensation Alternative Dispute Prevention and Resolution Program Agreement ("Agreement") between the City and IAFF Local 188 and the said economic and noneconomic benefits and rights shall be implemented to the extent the City may legally do so in accordance with the provisions of said Agreement; and
BE IT FURTHER RESOLVED, by the Council of the City of Richmond that the Agreement shall be effective upon acceptance of the Agreement by the Administrative
Director of the State of California Department of Industrial Relations, Division of Workers' Compensation.
*****************************
I certify that the foregoing resolution was passed and adopted by the City Council of the City of Richmond at a _________ meeting held on _____________ by the following vote:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
________________________________________
Clerk of the City of Richmond
(SEAL)
Approved:
_______________________________
Mayor
Approved as to form:
____________________________
City Attorney
December 20, 2022
Information Technology
DATE: December 20, 2022
TO: Mayor Butt and Members of the City Council
FROM: Sue Hartman, Director of Information Technology
Subject: Proposed Amendment to the Contract with Tyler
Technologies MUNIS Enterprise Resources Planning
(ERP) System
FINANCIAL IMPACT: Funding is allocated from the Information Technology operating budget (account 01262417-400502).
PREVIOUS COUNCIL
ACTION:
9/18/2007, 11/15/2013,11/21/2017, 3/20/2018,
5/18/2021, 7/26/2022
STATEMENT OF THE
ISSUE:
The City of Richmond needs application support,
services, and training to take advantage of additional
functionality in the City’s Enterprise Resources Planning (ERP) - Tyler Technology MUNIS system
RECOMMENDED ACTION: APPROVE a twelfth amendment to the contract with Tyler Technologies MUNIS Enterprise Resources
Planning (ERP) System for the purchase of services
including application support, Planned Annual Continuing Education (PACE), training, and a revenue investment
assessment, increasing the contract amount by
$107,425, for a total amount not to exceed
$9,131,199.75, with a term extending through June 30,
2024 – Information Technology (Sue Hartman 510-620-
6874).
AGENDA
REPORT
December 20, 2022
DISCUSSION:
Tyler Technologies MUNIS Enterprise Resource Planning (ERP) System integrates management information, including financial, human resource, and accounting data across the entire City organization. The City entered into an initial five-year Software as a Service contract with Tyler Technologies for the MUNIS ERP System in September 2007. The City has approved an amendment to extend the agreement to June 30, 2024.
The initial contract followed an extensive review of ERP software options and replaced the former SAP system. The contract provides for the City’s use of this ERP software, with hardware hosting and software maintenance provided by Tyler Technologies. This contract arrangement has proven to be efficient and cost-effective during the past dozen years, and the MUNIS system is effectively meeting the City’s ERP system needs.
The City of Richmond’s planned software upgrades are complex and require many resources from multiple departments to perform extensive research in preparation to successfully test and train for these software application changes. These proposed services and consulting hours will provide needed support and training for City staff.
Included in this amended agreement is a Planned Annual Continuing Education (PACE) program that offers ongoing education to train City staff as well as additional hours for the new SQL Server Reporting Services (SSRS) reporting features and functions as they become available, ensuring City staff is operating at peak efficiency and has the knowledge to meet the evolving software needs of the City of Richmond. Included is a revenue investment assessment that reviews how the current ERP business practices align with available product functionality, as well as how existing processes can be streamlined to create efficiencies for current ERP users. Consulting hours are provided to prepare for the next planned upgrade to the new version of Tyler Technologies MUNIS.
Next Steps
IT will coordinate and schedule the investment assessments and additional training for department staff to prepare for best practice ERP efficiencies for the City of Richmond.
DOCUMENTS ATTACHED:
Attachment 1 – Proposed Twelfth Amendment to the Contract Attachment 2 – Contract Amendment No. 11
Attachment 3 – Contract Amendment Nos. 6-10
Attachment 4 – Contract Amendment Nos. 1-5
Attachment 5 – Original Contract
1 AMENDMENT
This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. (“Tyler”) and the City of Richmond, California (“Client”).
WHEREAS, Tyler and the Client are parties to an agreement dated September 27, 2007(“Agreement”); and
WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows:
1. The items set forth in the sales quotations attached as Exhibit 1 to this Amendment are hereby added to the Agreement as of the Amendment Effective Date. Payment of fees and costs for such items shall conform to the following terms:
a. Services Fees & Expenses. Services added to the Agreement pursuant to this Amendment, along with applicable expenses, shall be invoiced as provided and/or incurred.
b. Annual Services: Fees for Annual Services are due annually, in advance, commencing on the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates.
2. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
3. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. City of Richmond, California
By: By:
Name: Name:
Title: Title:
Date: Date:
Exhibit 1
2 Exhibit 1
Amendment Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail.
Sales quotation(s) inserted on the following pages, in the following order:
Tyler Sales Quote #2022-375423-P5N0G1
Tyler Sales Quote #2022-368196-Q1Y1X3
Tyler Sales Quote #2021-281049-K1Y6B0
Tyler Sales Quote #2022-372353-M5V0F3
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2022-375423-P5N0G1 CONFIDENTIAL Page 1
Quoted By: Karen Grosset
Quote Expiration: 06/04/23
Quote Name: City of Richmond - ERP - Pace 9
Quote Description: Pace 9
Sales Quotation For:
City of Richmond
450 Civic Center Plaza
Richmond CA 94804-1661
Phone: +1 (510) 620-6513
Tyler Annual Services
Description QTY Imp. Hours Annual Fee
Recurring Services
PACE 9 - Remote 1 0 $ 10,125.00
TOTAL: 0 $ 10,125.00
Professional Services
Description Quantity Unit Price Ext Discount
Extended
Price Maintenance
Investment Assessment - PACE 24 $ 200.00 $ 4,800.00 $ 0.00 $ 0.00 TOTAL $ 0.00 $ 0.00
2022-375423-P5N0G1 CONFIDENTIAL Page 2
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 0.00
Total Tyler Services $ 0.00 $ 10,125.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 0.00 $ 10,125.00
Contract Total $ 10,125.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
2022-375423-P5N0G1 CONFIDENTIAL Page 3
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
2022-375423-P5N0G1 CONFIDENTIAL Page 4
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
Pace 9 Remote: Includes 9 remote PACE days and 3 passes to Tyler Connect annually, along with one Investment assessment for every three years of PACE services purchased. For clients not yet live on Enterprise ERP, the first annual term for PACE commences on the 1st day of the month in which Phase 1 project activities are scheduled to be completed. All project-based post-live work will be provided by the Phase 1 project teams, as stated in the project plan. The PACE Project Manager will engage with the client toward the end of Phase 1 to establish continuity. For clients live on Enterprise ERP, the first annual term for PACE commences on the 1st day of the month following the date of the client's signature on the applicable sales quotation, amendment, or purchase order. The PACE annual term runs for 12 full calendar months. Upon expiration of the first annual term, the term will renew automatically for an additional one (1) year term at the current rate plus the client's contracted annual maintenance increase percentage unless terminated in writing by either party at least thirty (30) days prior to the end of the term. Tyler Connect passes for the current year are available to clients with a cycle start date on or before 03/01. Clients with a cycle start date of 04/01 or later will be eligible for Tyler Connect passes the following year. PACE Days, Investment Assessments, and Tyler Connect passes expire at the conclusion of the term. No credit will be granted for unused days, assessments, or passes.
2022-368196-Q1Y1X3 CONFIDENTIAL Page 1
Quoted By: Karen Grosset
Quote Expiration: 04/23/23
Quote Name: City of Richmond - ERP - Revenue
Investment Assessment
Quote Description: Revenue Investment Assessment
Sales Quotation For:
City of Richmond
450 Civic Center Plaza
Richmond CA 94804-1661
Phone: +1 (510) 620-6513
Professional Services
Description Quantity Unit Price Ext Discount
Extended
Price Maintenance
Investment Assessment - Revenue 16 $ 200.00 $ 0.00 $ 3,200.00 $ 0.00 Investment Assessment Write Up - Revenue 8 $ 200.00 $ 0.00 $ 1,600.00 $ 0.00 TOTAL $ 4,800.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 0.00
2022-368196-Q1Y1X3 CONFIDENTIAL Page 2
Total Tyler Services $ 4,800.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 4,800.00 $ 0.00
Contract Total $ 4,800.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
2022-368196-Q1Y1X3 CONFIDENTIAL Page 3
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
2022-368196-Q1Y1X3 CONFIDENTIAL Page 4
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
2021-281049-K1Y6B0 CONFIDENTIAL Page 1
Quoted By:
Quote Expiration:
Quote Name:
Quote Description:
Karen Grosset
02/01/23
City of Richmond - ERP - SSRS
Tyler Reporting
SSRS Upgrade from Crystal
Saas Term 1.00
Sales Quotation For:
City of Richmond
450 Civic Center Plaza
Richmond CA 94804-1661
Phone: +1 (510) 620-6513
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Data Insights
Tyler Reporting Services ( Microsoft SQL Server ) 1 32 $ 16,787.00 Sub-Total: $ 16,787.00
Less Discount: $ 16,787.00
TOTAL 32 $ 0.00
Professional Services
Description Quantity Unit Price Ext Discount
Extended
Price Maintenance
Project Management 4 $ 200.00 $ 0.00 $ 800.00 $ 0.00
Reporting Services Install (Existing Clients) 1 $ 500.00 $ 0.00 $ 500.00 $ 0.00 Remote Implementation 32 $ 200.00 $0.00 $ 6,400.00 $ 0.00 TOTAL $ 7,700.00 $ 0.00
2021-281049-K1Y6B0 CONFIDENTIAL Page 2
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 0.00
Total Tyler Services $ 7,700.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 7,700.00 $ 0.00
Contract Total $ 7,700.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
Tyler Annual Discount Detail (Excludes Optional Products)
2021-281049-K1Y6B0 CONFIDENTIAL Page 3
Description Annual Fee
Annual Fee
Discount Annual Fee Net
Data Insights
Tyler Reporting Services ( Microsoft SQL Server ) $ 16,787.00 $ 16,787.00 $ 0.00 TOTAL $ 16,787.00 $ 16,787.00 $ 0.00
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual